VReel Terms and Conditions
of Use for Contributing Pilots

Effective as of 5th February 2020

VistaReel, AB (“VistaReel”, “VReel”, “VReel.co", “VReel Platform”) operates a global marketplace for stock media. VistaReel's customers pay a fee to license content from the VistaReel websites (collectively, "VistaReel Websites”).

The following Terms of Service ("TOS") is a legally binding, non-exclusive agreement between you and VistaReel. Please read the TOS carefully and be sure you understand it fully. The TOS describes and controls your legal relationship with VistaReel, the rights you are granting to VistaReel in any pho- tographs, 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 VistaReel (collectively, "Content"), and the uses VistaReel may make of the Content.

Overview
  1. By submitting any Content to VistaReel, you grant to VistaReel 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 VistaReel, until this Agreement is terminated as herein provided. You also give permission to VistaReel to add, modify or remove information related to your Content in order to manage and license such Content.
  2. You grant VistaReel a worldwide, non-exclusive right to use your name, display name and Content in connection with VistaReel's marketing and promotional activities without the payment of any compensation to you. VistaReel, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.
  3. VistaReel shall have the right, but not the obligation, to license all Content to its customers for use in accordance with license agreements en- tered into by VistaReel, including but not limited to VistaReel AB. 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 VistaReel.

However, by submitting Content to VistaReel, you expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the laws of the State of New York, United States Copyright Act or similar laws ofany jurisdiction, so that customers may use your Content in accordance with the Licenses issued by VistaReel.

Releases
  1. You agree to provide valid and accurate model releases for all Content you contribute to VistaReel that, in VistaReel's judgment, contains an identifiable face or identifiable human figure or other identifiable attribute including, without limitation, voice, appearance, or likeness. You also agree to provide valid and accurate property releases to VistaReel for all Content that requires such releases, which determination shall be made in VistaReel's sole discretion. All releases shall be electronically delivered to VistaReel with the Content. Content without a release that depicts an identifiable person and/or requires a property release may be accepted for "Editorial Use Only" by VistaReel in its sole discretion.
  2. You agree that you are solely responsible for retaining all original releases and maintaining complete and accurate release records.
  3. The submission of falsified, inaccurate or otherwise defective model releases is a material breach of the TOS.
  4. You agree that VistaReel 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 VistaReel deems reasonable in its sole discretion.
Accounts
  1. You agree to provide true and complete information relating to your VistaReel 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;
  2. By opening a VistaReel account, you express your consent to the VistaReel Privacy Policy, which is incorporated herein by reference and governs VistaReel's collection, processing, storage and transfer of the Content and data submitted by you, including data relating to you, your account, your Content or other information related to the foregoing ("Personal Data"). You agree that your Personal Data may be collected, processed, stored, and transferred to jurisdictions other than your home jurisdiction.
  3. VistaReel 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 VistaReel'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 VistaReel, or for convenience.
  4. VistaReel 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 VistaReel, your Content will be removed from the search function and no longer be available for licensing. However, the content will remain available for the VistaReel customers that have already purchased this content before the date of termination of your account. Notwithstanding the foregoing, in the event that VistaReel 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.
  5. 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.
  6. If your account is terminated for any reason, you must obtain written authorization from VistaReel prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of VistaReel in each instance.
  7. You may not submit identical Content to more than one account without the prior written consent of VistaReel.
Content
  1. VistaReel has the right to refuse to accept or to remove Content from the VistaReel Websites for any reason. VistaReel will remove Content if VistaReel believes that such Content may (in VistaReel's sole discretion) subject VistaReel or any of its officers, managers, directors or employees to legal action or if the Content violates the TOS. Not- withstanding the foregoing and subject to VistaReel'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.
  2. VistaReel shall use reasonable efforts to cause Content removed from or opted out from VistaReel Websites to be removed from the websites of any VistaReel affiliates or partners (including co-branded websites) within ninety (90) days of the removal of the subject Content from the VistaReel Websites.
  3. Licenses issued by VistaReel for any Content that is later removed from the VistaReel Websites will remain in full force and effect.
  4. VistaReel may advertise and/or market your Content on social media platforms including Facebook, Instagram, Tumblr, Twitter, and similar sites and the applications related thereto.
Usage Restrictions
  1. VistaReel 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 submit content which in accordance to our content and community guidelines.

  • You must own or control the copyright to all content you submit to VistaReel. This means that you cannot submit work obtained from other sources (e.g., online image search results or websites), or incorporate such work into your content submissions, unless you have permission to do so.
  • Content must have been obtained within the law and current regulations of your local jurisdiction (i.e. you must follow local legislation and regulation with regards to drone operation).
  • Public domain content cannot be submitted under any circumstances. If you do not have complete rights to the content, you may not submit it.
  • Content submissions intended for commercial licensing must not contain any copyrighted material, including artwork, other photos, sculptures, architecture, exhibits or audio which are copyrighted. Additionally,content submissions may not contain trademarks, service marks or other indication of origin, including logos, owned by third parties.
  • If submitted content contains copyrighted material and/or trademarks, you must submit releases from the copyright and/or trademark owners.
  • You may not submit content created in a manner that violates human rights, including but not limited to activities such as debt bondage, forced labor, child slavery, or other oppressive practices.
  • Do not embed your own watermark, website name, or copyright notice in your content. We protect your content with our own watermark, which is applied when your content is accepted to our site.
  • We reserve the right to remove any previously accepted content sub- mission from the VistaReel library, and reserve the right to reinstate any previously accepted content submission which was later removed by a VistaReel administrator, at any time for any reason.
Compensation
  • VistaReel shall pay you a revenue-share based on your monthly participation level. The current earnings rates are as follows:
    Monthly Content Upload
    Earnings
    10 videos
    Share in 5% of platform revenue*
    25 videos
    Share in 10% of platform revenue*
    50 videos
    Share in 20% of platform revenue*

    *Platform revenue refers to total revenue earned by VistaReel from the VReel platform monthly subscription fees & API incomes (this excludes one-off-purchase revenues).

  • VistaReel shall pay you a commission of 20% of the earned amount (ex VAT) in the event of a one-off-purchase of your content, regardless of the license type.
  • Royalty payments and Revenue Share payments will be aggregated in your Pilot Panel, at the end of each period you will be able to ‘Generate Invoice’ which will automatically invoice VistaReel and activate the payment of your earnings.
  • 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, VistaReel 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 VistaReel 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, VistaReel may avail itself of all rights it has hereunder, including but not limited to terminating your account and/or retaining any accrued but unpaid royal- ties.
  • VistaReel may recoup royalties paid to you in connection with refunds issued by VistaReel by deducting applicable royalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions. VistaReel does not deduct the amount credited to your account for refunds and chargebacks in connection with any license, but it reserves the right to change this policy at any time. Such change shall not constitute a material modification to the TOS. VistaReel shall notify you of any such change with an announcement on your login page.
  • If VistaReel makes an overpayment of royalties or other compensation to you for any reason, VistaReel 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.
  • If you receive your payments through an online payment processing service (e.g., Paypal or Stripe) you may not share your online payment processing service account with another VistaReel contributor. VistaReel's obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you.
Taxes
  • If you are a "Swedish Person", a signed and completed proof that you are registered for F-Skatt must be presented to VistaReel for VistaReel to make payments to you.
  • If you reside outside of Sweden, you are liable for the reporting and paying of your own taxes in your own tax state or residence. VistaReel AB will not pay taxes or social security charges on earnings from the VReel platform on your behalf.
  • Swedish contributors will be required to provide a valid business organisation number and tax ID number before being able to be paid by VistaReel AB.
VistaReel Trademarks
  • For the purposes of the TOS, the term, "Trademark(s)" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by VistaReel.
  • Nothing contained herein grants or shall be construed to grant you any rights to use any VistaReelTrademarks.
  • You agree that you will not use VistaReel's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or VistaReel. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of VistaReel Trademarks or the Trademark rights claimed by VistaReel.
  • You agree that you will not use any VistaReel Trademarks or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, as part of a blog name or social media handle or channel, or as a metatag, keyword, or any other type of programming code or data.
  • You may not at any time, adopt or use, without VistaReel's prior written consent any word or mark which is similar to or likely to be confused with VistaReel's Trademarks.
  • The look and feel of the VistaReel Websites, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of VistaReel and may not be copied, imitated or used, in whole or in part, without the prior written consent of VistaReel.
  • You may not frame or hotlink to the VistaReel Websites or to any item of Content other than your own without the prior written consent of VistaReel.
  • All rights in and to VistaReel's Trademarks not expressly granted to you hereunder are reserved by VistaReel.
Copyright Infringement Claims
  • You hereby grant VistaReel the right and authority to take such steps as VistaReel deems commercially reasonable to protect VistaReel's rights in the Content.
  • In the event that you believe Content has been misused, you shall take no action without providing notice of such misuse to VistaReel and receiving VistaReel's prior written consent to such action.
  • While VistaReel takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, VistaReel has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.
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 contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics.
    • 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 VistaReel 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 copyrightor any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity.
    • you possess valid Credentials for each item of "Editorial Use Only" Content for which credentials may be required.
    • 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 VistaReel or the sale of your Content - nor will you advertise or otherwise publicize your relationship with VistaReel, nor will you use VistaReel'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 VistaReel and/or third parties. In addition to its other rights and/or remedies under the TOS, VistaReel shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.
  • VistaReel 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, VistaReel may send you written notice of such claim, using the email address provided by you to VistaReel, specifying the details of the claim as then known to VistaReel.
      Pending the determination of such claim, VistaReel 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 VistaReel. You will cooperate fully with VistaReel 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.
Confidentiality
  • By submitting any Content to VistaReel, 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.
Indemnification
  • You agree to indemnify and hold VistaReel, 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.
  • VistaReel 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 VistaReel's representations or warranties or any of VistaReel's obligations pursuant to the TOS. VistaReel will only be liable for incidental, consequential, or special damages in the case of third party claims.
  • If VistaReel 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, VistaReel 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
Miscellaneous
  • 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 agree- ments 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 State of New York (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 State of New York in the County of New York or of the United States of America for the Southern District of New York, 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.
  • VistaReel 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 VistaReel reserves the right to modify these terms at any time by an announcement on your login page. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from VistaReel, 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 VistaReel, VistaReel shall have the right to terminate your account without further notice, in addition to VistaReel'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.