Terms of Service
Groovyillustration, Inc. ("Groovyillustration") operates a global marketplace for stock media. Groovyillustration's customers pay a fee to license content from the Groovyillustration websites (collectively, "Groovyillustration Websites").
The following Terms of Service ("TOS") is a legally binding, non-exclusive agreement between you and Groovyillustration. Please read the TOS carefully and be sure you understand it fully. The TOS describes and controls your legal relationship with Groovyillustration, the rights you are granting to Groovyillustration in any photographs, images, vectors, moving images, animations, films, videos, audiovisual works or other media together with any associated keywords, metadata and/or titles submitted by you to Groovyillustration (collectively, "Content"), and the uses Groovyillustration may make of the Content.
- By submitting any Content to Groovyillustration, you grant to Groovyillustration a worldwide, non-exclusive right and license to reproduce, prepare derivative works incorporating, publicly display, sublicense, sell, advertise and market any Content uploaded by you and accepted by Groovyillustration, until this Agreement is terminated as herein provided. You also give permission to Groovyillustration to add, modify or remove information related to your Content in order to manage and license such Content.
- You grant Groovyillustration a worldwide, non-exclusive right to use your name, display name and Content in connection with Groovyillustration's marketing and promotional activities without the payment of any compensation to you. Groovyillustration, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.
- Groovyillustration shall have the right, but not the obligation, to license all Content through any of Groovyillustration's brands and platforms to its customers for use in perpetuity in accordance with license agreements entered into by Groovyillustration, including but not limited to Groovyillustration, Inc. Terms of Service License Agreements (collectively, "Licenses").
Ownership of Content
The copyrights in all Content remain with the copyright owner, and nothing in the TOS shall be construed as a transfer of copyright to Groovyillustration, subject to the licenses granted to Groovyillustration and Groovyillustration's sublicensees. However, by submitting Content to Groovyillustration, you expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the laws of the Province of Ontario, Canada Copyright Act or similar laws of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by Groovyillustration.
- You agree to provide valid and accurate model releases for all Content you contribute to Groovyillustration that, in Groovyillustration's judgment, contains an identifiable face or identifiable human figure or other identifiable attribute including, without limitation, appearance, or likeness. You also agree to provide valid and accurate property releases to Groovyillustration for all Content that requires such releases, which determination shall be made in Groovyillustration's sole discretion. All releases shall be electronically delivered to Groovyillustration with the Content. Content without a release that depicts an identifiable person and/or requires a property release may be accepted by Groovyillustration in its sole discretion.
- You agree that you are solely responsible for retaining all original releases and maintaining complete and accurate release records.
- The submission of falsified, inaccurate or otherwise defective model releases is a material breach of the TOS. Releases submitted by you shall not contain any terms inconsistent with the TOS.
- You agree that Groovyillustration may furnish copies of releases to customers, as necessary, in order to respond to any potential or actual legal action, to comply with applicable laws, regulations, and/or union reporting requirements, or any other reason Groovyillustration deems reasonable in its sole discretion.
- You agree that all Content submitted by you shall faithfully depict the subject and be accompanied by accurate titles and keywords. You also understand and agree that certain Content may require an attestation of authority from a third party granting Contributor's right to record such Content (a "Credential"). You will provide Groovyillustration evidence of such Credentials upon request.
- You agree to provide true and complete information relating to your Groovyillustration contributor account and Content, including but not limited to information relating to the date, location and equipment used in connection with creation of the Content;
- Groovyillustration has the right to refuse to establish an account or to close any existing account, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with Groovyillustration's guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with Groovyillustration, or for convenience.
- Groovyillustration will terminate your account no later than ninety (90) days following its receipt of a written request from you. For the sake of clarity, before the termination of your account is made effective by Groovyillustration, your Content will remain available for license by Groovyillustration customers. Notwithstanding the foregoing, in the event that Groovyillustration materially modifies the TOS and does not provide you with prior notice, you may terminate your account within thirty (30) days of the effective date of such modifications.
- You may remove Content from your account at any time, provided that in any ninety (90) day period, you remove no more than (i) 100 items of Content; and (ii) 10% of your Content, whichever is greater.
- If your account is terminated for any reason, you must obtain written authorization from Groovyillustration prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Groovyillustration in each instance.
- You may not submit identical Content to more than one account without the prior written consent of Groovyillustration.
- Groovyillustration has the right to refuse to accept or to remove Content from the Groovyillustration Websites for any reason. Groovyillustration will remove Content if Groovyillustration believes that such Content may (in Groovyillustration's sole discretion) subject Groovyillustration or any of its owners, officers, managers, directors or employees to legal action or if the Content violates the TOS. Notwithstanding the foregoing and subject to Groovyillustration's discretion, Content removed by you or opted out by you for any reason may be available for license to those customers that previously downloaded "comp" versions of the removed Content.
- Groovyillustration shall use reasonable efforts to cause Content removed from or opted out from Groovyillustration Websites to be removed from the websites of any Groovyillustration affiliates or partners (including co-branded websites) within ninety (90) days of the removal of the subject Content from the Groovyillustration Websites.
- Licenses issued by Groovyillustration for any Content that is later removed from the Groovyillustration Websites will remain in full force and effect in perpetuity.
- Groovyillustration may advertise and/or market your Content on social media platforms including Facebook, Instagram, Tumblr, Twitter, and similar sites and the applications related thereto.
- Unless you "opt out" by written notice to Groovyillustration (Contact email address: [email protected]), Groovyillustration shall have the right to license your Content in accordance with a Premier License (or the equivalent). The Premier License includes so-called "Sensitive Use" rights. Sensitive Uses are those uses that depict a person in a manner that a reasonable person might consider offensive, controversial or unflattering.
- Groovyillustration will not license Content for use in connection with matter that is pornographic, defamatory or deceptive, or in a manner that could be considered libelous, obscene, or illegal in nature.
Content Submission Guidelines
You agree to follow Groovyillustration's Contributor Guidelines, which are deemed incorporated herein and made a part hereof by this reference. The submission of Content that does not adhere to Groovyillustration's Contributor Guidelines may result in the termination of your Groovyillustration account.
- Groovyillustration shall pay you a royalty for each unique download of Content for which Groovyillustration receives payment. The current royalty rate for stock illustrations is 40% and cutom illustration royalty rate is 70%. The rates are subject to change at any time by Groovyillustration. If a customer downloads the same item of Content more than once, you will be paid once only. Please note that there may be a reporting delay for customer downloads reflected in your Groovyillustration contributor account.
- Royalty payments and accompanying online statements will be issued daily. It may take up to 7 business days for the funds to be deposited into your bank account. Payments are automatic and do not need to be requested.
- If your account is terminated for a breach of the material terms of the TOS, in addition to its other rights at law or in equity, Groovyillustration shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.
- You may not use the Groovyillustration service as a means of transferring your Content to a single customer or to a small number of customers nor may you download your own Content. Such activity constitutes a material breach of the TOS. If you engage in such activity, Groovyillustration may avail itself of all rights it has hereunder, including but not limited to terminating your account and/or retaining any accrued but unpaid royalties.
- Groovyillustration may recoup royalties paid to you in connection with refunds issued by Groovyillustration by deducting applicable royalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions.
- If Groovyillustration makes an overpayment of royalties or other compensation to you for any reason, Groovyillustration shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.
- Royalty payments based on a percentage of sales price will be based on the sales price actually received by Groovyillustration and calculated after making any necessary deductions for any refunds, cancellations, previous overpayments, and any taxes, levies, imposts, duties, currency exchange costs, or other similar charges that are imposed on the payments received by Groovyillustration. If any law, government ruling or any other restriction affects the amount of the payments which Groovyillustration's licensee can remit to Groovyillustration, Groovyillustration may deduct from Contributor's royalties an amount proportionate to the reduction in such licensee's remittances to Groovyillustration.
- If you receive your payments through an online payment processing service (e.g., Stripe) you may not share your online payment processing service account with another Groovyillustration contributor. Groovyillustration's obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you.
Copyright Infringement Claims
- You hereby grant Groovyillustration the right and authority to take such steps as Groovyillustration deems commercially reasonable to protect Groovyillustration's rights in the Content.
- In the event that you believe that a Groovyillustration license to your Content is being misused, you shall take no action against a Groovyillustration licensee without providing notice of such misuse to Groovyillustration and receiving Groovyillustration's prior written consent to such action.
- If you would like to submit a notification of alleged infringement for Content on the Groovyillustration site, please send us a takedown notice pursuant (Contact email address: [email protected]).
- While Groovyillustration takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, Groovyillustration has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.
- In the event Groovyillustration receives a complaint about your Content, Groovyillustration may suspend access to such Content and terminate your account.
- If you knowingly or repeatedly submit false copyright infringement claims and takedown notices to Groovyillustration, Groovyillustration reserves the right to disable or delete your account with no further notice to you.
Representations and Warranties
You represent and warrant that:
- you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;
- you are under no legal disability or contractual restriction that prevents you from entering into this agreement;
- you are at least 18 years of age;
- the Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available;
- if the Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator), the end user license agreement, terms of service or the equivalent license held by you permits you to incorporate such elements in Content created by you, and to license such Content to Groovyillustration for the purposes set forth herein.
- the Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, the rights of privacy and publicity.
- there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder; and
- you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Groovyillustration or the sale of your Content - nor will you falsely advertise or deceptively publicize your relationship with Groovyillustration in a manner that mischaracterizes or implies sponsorship, endorsement, employment or any other affiliation that exceeds the actual scope of your relationship to Groovyillustration, nor will you use Groovyillustration's Trademarks through the use of search engine advertising and/or marketing. You acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of Groovyillustration and/or third parties. In addition to its other rights and/or remedies under the TOS, Groovyillustration shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.
Groovyillustration represents and warrants that:
- it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and
upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Groovyillustration may send you written notice of such claim, using the email address provided by you to Groovyillustration, specifying the details of the claim as then known to Groovyillustration.
- Pending the determination of such claim, Groovyillustration may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Groovyillustration.
- You will cooperate fully with Groovyillustration in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.
By submitting any Content to Groovyillustration, you acknowledge that you will acquire certain confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data (collectively, "Confidential Information"). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.
- You agree to indemnify and hold Groovyillustration, its subsidiaries, affiliates, directors, officers, and employees harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the TOS. You will only be liable for any incidental, consequential, or special damages in the case of third party claims.
- Groovyillustration shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of Groovyillustration's representations or warranties or any of Groovyillustration's obligations pursuant to the TOS. Groovyillustration will only be liable for incidental, consequential, or special damages in the case of third party claims.
- If Groovyillustration is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, Groovyillustration shall have the right but not the obligation to assume control of any litigation.
When indemnification is sought due to a legal claim by a third party, the indemnified party shall:
- promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the TOS, unless the failure to notify causes material prejudice to the indemnifying party; and
- give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party's sole expense
- Any controversy or claim arising out of or relating to this TOS, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the Canadian Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the province and county of Canada. The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; and (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack). This arbitration provision will survive termination of this TOS.
- YOU AND GROOVYILLUSTRATION AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Groovyillustration agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and Groovyillustration acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this TOS.
Electronic Communications Delivery
- You agree and consent to receive all communications, agreements, documents, notices and disclosures (collectively, "Communications") that Groovyillustration provides in connection with your Content and your account. Communications include agreements and policies you agree to, updates to these agreements or policies, account statements, and any other information relating to your Content and your Account. Groovyillustration will provide Communications to you by posting them on the Groovyillustration website or by email at the primary email address on file in your Groovyillustration Contributor Account.
- In order to access and retain electronic Communications, you will need a computer or mobile device with an Internet connection, a Current Version (as defined hereinafter) of a web browser; a Current Version of a program that accurately reads and displays PDF files; a valid email address (your email address on file with Groovyillustration in your Contributor Account); and sufficient storage space to save past Communications or an installed printer to print them. We will notify you if there are any material changes to the hardware or software needed to receive electronic Communications. "Current Version" refers to a version of the software that is currently being supported by its publisher. We reserve the right to discontinue support of a Current Version of software if, in our sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for use with Groovyillustration’s products and services.
- By giving your consent you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date.
- It is your responsibility to keep your primary email address up to date so that Groovyillustration can communicate with you electronically. You understand and agree that if Groovyillustration sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Groovyillustration will be deemed to have provided the Communication to you. You can update your primary email address or street address at any time by updating the information on file in your "Contributor Account Settings".
- The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
- The TOS contains the entire understanding of the parties with respect to the subject matter covered herein and supersede any prior agreements with respect to such subject matter.
- The validity, interpretation and enforcement of the TOS, matters arising out of or related to the TOS or its making, performance or breach, and related matters shall be governed by the internal laws of the Province of Ontario (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of the TOS, matters arising out of or related to this TOS or its making, performance or breach, or related matters shall be brought exclusively in the courts of the Province of Ontario in the County of Ontario or of Canada, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.
- If any individual term of the TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the TOS, so that the TOS shall otherwise remain in full force and effect. The TOS shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.
- Groovyillustration will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content or the termination of your Contributor Account.
- Please note that Groovyillustration reserves the right to modify these terms at any time in its sole discretion. Groovyillustration will notify you of any such change by an announcement on this page, your login page, and/or by other means to provide you the opportunity to review the modifications before they become effective. Modifications to these TOS will not apply retroactively. By continuing to make Content available through Groovyillustration, you agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Groovyillustration, pursuant to the terms herein, all or that portion of your Content to which you do not wish the changes to apply.
- In the event that you breach any of the terms of this or any other agreement with Groovyillustration, Groovyillustration shall have the right to terminate your account without further notice, in addition to Groovyillustration's other rights at law and/or equity.
- It is expressly understood and agreed that this TOS is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this TOS as to third parties.
Effective as of Monday, November 10, 2019.