Supplier Agreement

Definitions

This is a description of the definitions used in this document:

Colourbox

The Danish private limited company Colourbox ApS, VAT number 28995938.

Colourbox Partners

This is a person or company to whom Colourbox has assigned or licensed rights as well as the licensees of any such person or company.

Colourbox Licensees

Persons or companies who license the Materials from Colourbox.

The Materials

This means all images, videos, DVD's or other digital illustrations uploaded by the Supplier to the Colourbox website.

The Supplier

The Supplier registered with Colourbox and accepting these terms and conditions.

The Website

This is the website www.colourbox.com including language domains and subdomains, such as de.colourbox.com, colourbox.dk, colourbox.nl and colourbox.se.

Terms

This Agreement is non-exclusive, meaning that the Supplier is not limited to sole use of Colourbox. The Supplier retains all rights to his/her Materials. For valuable consideration, by accepting these terms and conditions the Supplier hereby irrevocably consents to and assigns to Colourbox and/or Colourbox Partners, and Colourbox Licensees a right of use to the Materials, including but not limited to a right to use the Materials in any format, volume or context, for any purpose which may include advertising, commercial use, non-commercial use, digital and analogue formats, original format, and cropped, manipulated, and/or edited formats and together with other images, texts or graphics except where prohibited by Colourbox's Editorial material usage regulations. Colourbox Licensees may only use Editorial materials in a news-related context, e.g., newspaper articles in print and online, magazine articles in print and online, etc., but may not use them in any advertising materials or campaigns.

Colourbox's Licensees may not use the Materials in any abusive, condescending or otherwise offensive manner or context.

The Supplier shall upload the Materials directly to Colourbox's website. The Materials must be in accordance with the Colourbox guidelines (found in the Supplier Help Center), including having been keyworded correctly, separated and labeled into Stock or Editorial material correctly.

The Supplier agrees and warrants that the Supplier possesses all rights to the Materials necessary to give the right of use described above and the Supplier shall hold Colourbox harmless from and indemnify Colourbox from any claims, damages or losses which might arise out of or result from any breach by the Supplier of this Agreement. Colourbox decides solely whether to remove one or more of the Materials, in case Colourbox finds them inappropriate or of poor quality. The Materials in question will accordingly be excluded from the Agreement.

Colourbox shall pay to the Supplier a royalty of €0,20 per download of photos, €0,35 per download of illustrations and €0,70 per download of videos. Under the Educational License, Colourbox allows the Licensees downloads of Material for non-commercial purposes only; in this case, Colourbox does not receive payment and Suppliers receive no royalty. If Licensees use Materials for commercial purposes, the Supplier will receive full royalty. Royalty is paid to the Supplier on a weekly basis and is done no later than one month after the Supplier's earnings have reached €100. The Supplier is solely responsible for updating his/her payment information on the Colourbox Supplier site so that Colourbox can process the payments.

Colourbox may change the royalty fees with one (1) month's written notice. Each party may terminate the Agreement with one (1) month's written notice. The termination does not affect Materials uploaded prior to the termination nor the rights given to Colourbox prior to the termination. However, if Colourbox reduces its prices by more than 10%, the Supplier is entitled to have his/her Materials removed with three months' notice to Colourbox. If the Supplier has breached the Agreement, Colourbox is, however, entitled to delete all Materials received from the Supplier without notice.

Colourbox is not liable for i) any loss or damage to the Materials or other materials submitted to Colourbox, ii) any misuse of the Materials or other damage caused by Colourbox's customers or end-users, and iii) any indirect, special, incidental or consequential damages of any kind. Colourbox's total liability under this Agreement shall not exceed €10,000. If the Materials submitted by the Supplier are of higher value, the Supplier is encouraged to obtain adequate insurance. Colourbox's liability under this Agreement expires 1 (one) year after the date of the damage or loss.

Applicable Law and Venue

Any dispute regarding the Agreement shall be decided by the Copenhagen City Court in accordance with Danish law.

©2012 Colourbox ApS. All rights reserved.