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Seller agreement

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

By submitting content to SVGimage, you agree to all the terms in this agreement.

Overview

By submitting any Content to SVGimage, you grant to SVGimage 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 SVGimage, until this Agreement is terminated as herein provided. You also give permission to SVGimage to add, modify or remove information related to your Content in order to manage and license such Content.

You are granting SVGimage the non-exclusive right to license and use your submitted content.

You grant SVGimage a worldwide, non-exclusive right to use your name, display name and Content in connection with SVGimage’s marketing and promotional activities without the payment of any compensation to you. SVGimage, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.

SVGimage shall have the right, but not the obligation, to license all Content through any of SVGimage’s brands and platforms to its customers for use in perpetuity in accordance with license agreements entered into by SVGimage, including but not limited to SVGimage, 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 SVGimage, subject to the licenses granted to SVGimage and SVGimage’s sublicensees. However, by submitting Content to SVGimage, 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 of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by SVGimage.

You always retain ownership in and to your content.

Releases

You agree to provide valid and accurate model releases for all Content you contribute to SVGimage that, in SVGimage’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 SVGimage for all Content that requires such releases, which determination shall be made in SVGimage’s sole discretion. All releases shall be electronically delivered to SVGimage 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 SVGimage 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 or contain any restrictions not contained in the SVGimage releases located at the SVGimage Legal Center.

To download model and property releases, please see Legal Releases.

You agree that SVGimage 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 SVGimage deems reasonable in its sole discretion.

You agree that all Content submitted by you for “Editorial Use Only” shall faithfully depict the subject and be accompanied by accurate titles and keywords. You also understand and agree that certain “Editorial Use Only” Content may require an attestation of authority from a third party granting Contributor’s right to record such Content (a “Credential”). You will provide SVGimage evidence of such Credentials upon request.

If you submit content for “Editorial Use Only”, it may require credentials.

You agree that SVGimage may permit Content designated “Editorial Use Only” to be used in a non-Editorial manner at SVGimage’s sole discretion (e.g., SVGimage may permit a customer to use Content designated “Editorial Use Only” for commercial purposes where the customer obtains the necessary rights and clearances for such use).

SVGimage may license Editorial Use Only content for commercial purposes in its discretion.

Accounts

You agree to provide true and complete information relating to your SVGimage 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;

Please make sure that information relating to your SVGimage account and content is true and complete.

By opening a SVGimage account, you express your consent to the SVGimage Privacy Policy, which is incorporated herein by reference and governs SVGimage’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.

SVGimage 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 SVGimage’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 SVGimage, or for convenience.

SVGimage 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 SVGimage, your Content will remain available for license by SVGimage customers. Notwithstanding the foregoing, in the event that SVGimage 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.

We may close your account if you are doing something wrong. You can request that we close your account at any time as well, which we will do within 90 days.

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 SVGimage prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of SVGimage in each instance.

You may not hold more than one SVGimage account, or share content with another SVGimage account, without permission.

You may not submit identical Content to more than one account without the prior written consent of SVGimage.

Content

SVGimage has the right to refuse to accept or to remove Content from the SVGimage Websites for any reason. SVGimage will remove Content if SVGimage believes that such Content may (in SVGimage’s sole discretion) subject SVGimage or any of its officers, managers, directors or employees to legal action or if the Content violates the TOS. Notwithstanding the foregoing and subject to SVGimage’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.

SVGimage shall use reasonable efforts to cause Content removed from or opted out from SVGimage Websites to be removed from the websites of any SVGimage affiliates or partners (including co-branded websites) within ninety (90) days of the removal of the subject Content from the SVGimage Websites.

Licenses issued by SVGimage for any Content that is later removed from the SVGimage Websites will remain in full force and effect in perpetuity.

If your content is removed from SVGimage, existing licenses for previously downloaded content will remain in effect.

SVGimage may advertise and/or market your Content on social media platforms including Facebook, Instagram, Tumblr, Twitter, and similar sites and the applications related thereto.

Your content may be marketed on social media platforms by SVGimage.

Usage Restrictions

Unless you “opt out” (please see “Account Settings”), SVGimage shall have the right to issue an “Enhanced License” with respect to your Content. Customers who purchase an Enhanced License shall have the right to make broader use of your Content. For example, there are no limitations on the number of times an Enhanced License customer can reproduce Content. Please read and familiarize yourself with the terms of the SVGimage License Agreement.

Unless you “opt out” (please see “Account Settings”), SVGimage 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.

We may license your content for sensitive uses unless you opt-out.

SVGimage 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.

We will not license your content in a way that is pornographic, defamatory, deceptive, or in a way that is considered libelous, obscene, or illegal.

Content Submission Guidelines

You agree to follow SVGimage’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 SVGimage’s Contributor Guidelines may result in the termination of your SVGimage account.

Please follow SVGimage’s Contributor Guidelines when submitting content to SVGimage.

Forum Guidelines

You agree to follow SVGimage’s Forum Guidelines. Any activity by you on SVGimage’s forum (please see “Forum for Contributors”) which does not adhere to SVGimage’s Forum Guidelines may result in the termination of your SVGimage account. The terms of SVGimage’s Forum Guidelines are deemed incorporated into and made a part of the TOS by this reference.

Please follow SVGimage’s Forum Guidelines when participating in the SVGimage forum.

Compensation

SVGimage shall pay you a royalty for each unique download of Content for which SVGimage receives payment. The current royalty rates are set forth on the Earnings Schedule, which schedule is incorporated herein by reference. 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 SVGimage contributor account.

We will pay you a royalty for each download of content for which SVGimage receives payment.

Royalty payments and accompanying statements will be issued monthly, on or about the 15th day of each month, for the previous month’s downloads. Payments are automatic and do not need to be requested.

The current royalty rates can be found in the Earnings Schedule.

There is a minimum payout rate per accounting period of: i) Thirty Five US Dollars (USD 35.00) for electronic payments; and ii) Five Hundred US Dollars (USD 500.00) for payment by check (the “Payout Minimums”). If during an accounting period, you haven’t reached the Payout Minimums or provided SVGimage a valid electronic payment account, your compensation will be rolled over into the next accounting period. If you cancel your account prior to accrued earnings in your royalty account reaching the applicable Payout Minimum, you thereby forfeit such royalties.

SVGimage reserves the right to increase the payout minimum for payment by check or remove the option to receive payment by check at any time. Such change shall not constitute a material modification to the TOS. If you are opted-in to receive payment by check when SVGimage changes this option, SVGimage shall notify you of any such change by e-mail or with an announcement on your login page.

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, SVGimage 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 SVGimage 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, SVGimage 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.

SVGimage may recoup royalties paid to you in connection with refunds issued by SVGimage by deducting applicable royalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions.

If SVGimage makes an overpayment of royalties or other compensation to you for any reason, SVGimage 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 SVGimage 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 SVGimage. If any law, government ruling or any other restriction affects the amount of the payments which SVGimage’s licensee can remit to SVGimage, SVGimage may deduct from Contributor’s royalties an amount proportionate to the reduction in such licensee’s remittances to SVGimage.

If you receive your payments through an online payment processing service (e.g., Paypal, Payoneer or Skrill,) you may not share your online payment processing service account with another SVGimage contributor. SVGimage’s obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you.

Please do not use your account to download your own content, or to transfer content to customers. Also, you may not share your payment processing account (e.g., PayPal, Payoneer, Skrill) with another SVGimage contributor.

Referral Programs

If you refer other content contributors to SVGimage and the contributor identifies you to SVGimage as the referring party pursuant to SVGimage’s referral program, you will be paid a royalty as set forth on the Earnings Schedule. Any referrer royalties credited to your account from a subscription that is later refunded or charged back to SVGimage will be deemed to be an overpayment of royalties to you. SVGimage reserves the right to withhold payments due to you under the SVGimage referral program for up to 90 days from the date the referred contributor establishes its SVGimage account.

You may earn more by referring contributors and customers who identify you as a referral. Please see the Earnings Schedule for more information.

If you refer a new customer to SVGimage, and that customer makes his or her first purchase of a single-user, self-service image and footage subscription or pack product within 30 days of creating the new account, SVGimage will credit your royalty account as specified on the Earnings Schedule. You will not receive a royalty for any renewals or subsequent purchases by the customer you referred. Any referrer royalties credited to your account from a subscription that is later refunded or charged back to SVGimage will be deemed to be an overpayment of royalties to you. SVGimage reserves the right to withhold payments due to you under the SVGimage referral program for up to 90 days from the date of the customer’s eligible first purchase.

Taxes

If you are a “US Person” as said term is defined by the Internal Revenue Service (“IRS”), a current, signed and completed IRS Form W-9 must be submitted to SVGimage for SVGimage to make payments to you. A W-9 is used to certify under penalty of perjury that your tax identification number is correct and that you are not subject to backup withholding taxes.

If you are a U.S. person, you must submit a W-9 form to be paid.

If you are a “Foreign Person” as said term is defined by the IRS, a current, signed, completed and appropriate IRS form W-8 must be submitted to SVGimage in order for SVGimage to make payments to you. Foreign persons might be subject to U.S. income tax on income they receive from U.S. sources and SVGimage may be required to withhold appropriate taxes thereon, but you may be eligible to claim a reduced rate of, or exemption from, withholding as a resident of a foreign country with which the United States has an income tax treaty.

If you are a non-U.S. person, you must submit the appropriate W-8 form to be paid.

For more information, please see the Tax Center.

SVGimage 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 SVGimage.

Nothing contained herein grants or shall be construed to grant you any rights to use any SVGimage Trademarks.

You agree that you will not use SVGimage’s Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or SVGimage. 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 SVGimage Trademarks or the Trademark rights claimed by SVGimage.

You agree that you will not use any SVGimage 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 SVGimage’s prior written consent any word or mark which is similar to or likely to be confused with SVGimage’s Trademarks.

The look and feel of the SVGimage Websites, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of SVGimage and may not be copied, imitated or used, in whole or in part, without the prior written consent of SVGimage.

You may not use SVGimage’s trademarks in any form without permission.

You may not frame or hotlink to the SVGimage Websites or to any item of Content other than your own without the prior written consent of SVGimage.

Please do not copy, frame, or hotlink to the SVGimage websites without permission.

All rights in and to SVGimage’s Trademarks not expressly granted to you hereunder are reserved by SVGimage.

Copyright Infringement Claims

You hereby grant SVGimage the right and authority to take such steps as SVGimage deems commercially reasonable to protect SVGimage’s rights in the Content.

In the event that you believe that a SVGimage license to your Content is being misused, you shall take no action against a SVGimage licensee without providing notice of such misuse to SVGimage and receiving SVGimage’s prior written consent to such action.

If you would like to submit a notification of alleged infringement for Content on the SVGimage site, please send us a DMCA takedown notice pursuant to our DMCA Policy.

While SVGimage takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, SVGimage has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.

In the event SVGimage receives a complaint about your Content, SVGimage may suspend access to such Content and terminate your account, pursuant to our DMCA Policy.

If you knowingly or repeatedly submit false copyright infringement claims and takedown notices to SVGimage, SVGimage reserves the right to disable or delete your account with no further notice to you.

We respect your rights and may take action to protect your content. If you suspect potential misuse of your content by a SVGimage customer, please contact us with the details before taking any action directly.

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 SVGimage 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, 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 agree that you are legally able to enter into this agreement, and that none of the content you submit will violate any laws or infringe any third party’s rights.

you will not transmit unsolicited emails or engage in so-called “spamming” to publicize or promote your relationship with SVGimage or the sale of your Content – nor will you falsely advertise or deceptively publicize your relationship with SVGimage in a manner that mischaracterizes or implies sponsorship, endorsement, employment or any other affiliation that exceeds the actual scope of your relationship to SVGimage, nor will you use SVGimage’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 SVGimage and/or third parties. In addition to its other rights and/or remedies under the TOS, SVGimage shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.

You may not publicize your portfolio in a way that falsifies the nature of your relationship with SVGimage.

SVGimage 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, SVGimage may send you written notice of such claim, using the email address provided by you to SVGimage, specifying the details of the claim as then known to SVGimage.

Pending the determination of such claim, SVGimage 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 SVGimage.

You will cooperate fully with SVGimage 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 SVGimage, 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.

Please do not disclose confidential information about your SVGimage account.

Indemnification

You agree to indemnify and hold SVGimage, 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.

If a claim arises due to your breach of your representations in this agreement, you agree to cover SVGimage for its loss. If a claim arises due to SVGimage’s breach of its representations in this agreement, SVGimage agrees to cover you for your loss.

The party seeking indemnification agrees to notify the other party as soon as possible.

SVGimage 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 SVGimage’s representations or warranties or any of SVGimage’s obligations pursuant to the TOS. SVGimage will only be liable for incidental, consequential, or special damages in the case of third party claims.

If SVGimage 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, SVGimage 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

Arbitration

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 American 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 state and county of New York. 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 SVGimage agree to resolve any claims through binding individual arbitration and not through litigation.

YOU AND SVGimage 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 SVGimage 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 SVGimage 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 SVGimage 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, tax statements, and any other information relating to your Content and your Account. SVGimage will provide Communications to you by posting them on the SVGimage website or by email at the primary email address on file in your SVGimage Contributor Account.

SVGimage will send you tax documents electronically unless you request paper copies by mail.

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 SVGimage 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 SVGimage’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.

You may withdraw your consent to receive Communications electronically by writing to us at “SVGimage, Inc. Attn: Electronic Communications Delivery Policy, 350 Fifth Ave, 21st Floor, New York, NY 10118”, by contacting SVGimage Support . Your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it. After you consent to receive Communications electronically, you may withdraw your consent to receive tax forms electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but we will send your Form 1099 or 1042-S tax forms to you by mail.

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in your Contributor Account. If you request paper copies, you understand and agree that SVGimage may charge you a Records Request Fee for each Communication. The Records Request Fee will not be charged if you request a Form 1099 or 1042-S in paper form.

It is your responsibility to keep your primary email address up to date so that SVGimage can communicate with you electronically. You understand and agree that if SVGimage 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, SVGimage 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”.

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 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 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.

SVGimage 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 SVGimage reserves the right to modify these terms at any time in its sole discretion. SVGimage 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 SVGimage, you agree to be bound by all such changes. If you do not agree with any of the changes, please remove from SVGimage, 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 SVGimage, SVGimage shall have the right to terminate your account without further notice, in addition to SVGimage’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.

If these terms change, we will notify you. This agreement will be governed by New York law.

By submitting any content to SVGimage and/or by participating in the forums, you agree to be bound by this TOS, and SVGimage’s Website Terms of Use and SVGimage’s Privacy Statement, both of which are deemed incorporated herein by this reference.

Effective as of Monday, May 22, 2019 .