Tasveer Factory ("Tasveer Factory ") a division of Delhi School of Photography Pvt Ltd operates a global marketplace for stock media. Tasveer Factory 's customers pay a fee to license content from the Tasveer Factory websites (collectively, " Tasveer Factory Websites").
The following Terms of Service ("TOS") is a legally binding, non-exclusive agreement between you and Tasveer Factory. Please read the TOS carefully and be sure you understand it fully. The TOS describes and controls your legal relationship with Tasveer Factory, the rights you are granting to Tasveer Factory 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 Tasveer Factory (collectively, "Content"), and the uses Tasveer Factory may make of the Content.
By submitting any Content to Tasveer Factory, you grant to Tasveer Factory 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 Tasveer Factory, until this Agreement is terminated as herein provided. You also give permission to Tasveer Factory to add, modify or remove information related to your Content in order to manage and license such Content.
You are granting Tasveer Factory the non-exclusive right to license and use your submitted content.
You grant Tasveer Factory a worldwide, non-exclusive right to use your name, display name and Content in connection with Tasveer Factory's marketing and promotional activities without the payment of any compensation to you. Tasveer Factory, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.
Tasveer Factory shall have the right, but not the obligation, to license all Content to its customers for use in accordance with license agreements entered into by Tasveer Factory, including but not limited to Tasveer Factory, 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 Tasveer Factory. However, by submitting Content to Tasveer Factory, you expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the copyright laws of India or similar laws of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by Tasveer Factory.
You agree to provide valid and accurate model releases for all Content you contribute to Tasveer Factory that, in Tasveer Factory'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 Tasveer Factory for all Content that requires such releases, which determination shall be made in Tasveer Factory's sole discretion. All releases shall be electronically delivered to Tasveer Factory 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 Tasveer Factory 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 Tasveer Factory releases located at the Tasveer Factory Legal Center.
You agree that Tasveer Factory 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 Tasveer Factory deems reasonable in its sole discretion.
You agree to provide true and complete information relating to your Tasveer Factory 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;
Tasveer Factory 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 Tasveer Factory'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 Tasveer Factory, or for convenience.
Tasveer Factory 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 Tasveer Factory, your Content will remain available for license by Tasveer Factory customers. Notwithstanding the foregoing, in the event that Tasveer Factory 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 Tasveer Factory prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Tasveer Factory in each instance.
You may not submit identical Content to more than one account without the prior written consent of Tasveer Factory.
Tasveer Factory has the right to refuse to accept or to remove Content from the Tasveer Factory Websites for any reason. Tasveer Factory will remove Content if Tasveer Factory believes that such Content may (in Tasveer Factory's sole discretion) subject Tasveer Factory 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 Tasveer Factory'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.
Tasveer Factory shall use reasonable efforts to cause Content removed from or opted out from Tasveer Factory Websites to be removed from the websites of any Tasveer Factory affiliates or partners (including co-branded websites) within ninety (90) days of the removal of the subject Content from the Tasveer Factory Websites.
Licenses issued by Tasveer Factory for any Content that is later removed from the Tasveer Factory Websites will remain in full force and effect.
Tasveer Factory 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" (please see "Your Account"), Tasveer Factory 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 Terms of Service, Enhanced License.
Unless you "opt out" (please see "Your Account"), Tasveer Factory 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.
Tasveer Factory 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 Tasveer Factory'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 Tasveer Factory's Contributor Guidelines may result in the termination of your Tasveer Factory account.
You agree to follow Tasveer Factory's Forum Guidelines. Any activity by you on Tasveer Factory's forum (please see "Forum for Contributors") which does not adhere to Tasveer Factory's Forum Guidelines may result in the termination of your Tasveer Factory account. The terms of Tasveer Factory's Forum Guidelines are deemed incorporated into and made a part of the TOS by this reference.
Tasveer Factory shall pay you a royalty for each unique download of Content for which Tasveer Factory receives payment. The current royalty rate is 80% of the fees paid by the customer. 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 Tasveer Factory contributor account.
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.
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, Tasveer Factory 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 Tasveer Factory 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, Tasveer Factory 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.
Tasveer Factory may recoup royalties paid to you in connection with refunds issued by Tasveer Factory by deducting applicable royalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions. Tasveer Factory 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. Tasveer Factory shall notify you of any such change with an announcement on your login page.
If Tasveer Factory makes an overpayment of royalties or other compensation to you for any reason, Tasveer Factory 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 are an Indian resident, you will furnish your Permanent Account No (PAN) issued by Income Tax. Applicable income tax will be deducted at source (TDS) while making your royalty payment.
Tasveer Factory 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 Tasveer Factory.
Nothing contained herein grants or shall be construed to grant you any rights to use any Tasveer Factory Trademarks.
You agree that you will not use Tasveer Factory's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or Tasveer Factory. 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 Tasveer Factory Trademarks or the Trademark rights claimed by Tasveer Factory.
You agree that you will not use any Tasveer Factory 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 Tasveer Factory's prior written consent any word or mark which is similar to or likely to be confused with Tasveer Factory's Trademarks.
The look and feel of the Tasveer Factory Websites, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of Tasveer Factory and may not be copied, imitated or used, in whole or in part, without the prior written consent of Tasveer Factory.
You may not frame or hotlink to the Tasveer Factory Websites or to any item of Content other than your own without the prior written consent of Tasveer Factory.
All rights in and to Tasveer Factory's Trademarks not expressly granted to you hereunder are reserved by Tasveer Factory.
Copyright Infringement Claims
You hereby grant Tasveer Factory the right and authority to take such steps as Tasveer Factory deems commercially reasonable to protect Tasveer Factory'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 Tasveer Factory and receiving Tasveer Factory's prior written consent to such action.
While Tasveer Factory takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, Tasveer Factory 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 Tasveer Factory 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 will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Tasveer Factory or the sale of your Content - nor will you advertise or otherwise publicize your relationship with Tasveer Factory, nor will you use Tasveer Factory'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 Tasveer Factory and/or third parties. In addition to its other rights and/or remedies under the TOS, Tasveer Factory shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.
Tasveer Factory 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, Tasveer Factory may send you written notice of such claim, using the email address provided by you to Tasveer Factory, specifying the details of the claim as then known to Tasveer Factory.
Pending the determination of such claim, Tasveer Factory 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 Tasveer Factory. You will cooperate fully with Tasveer Factory 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 Tasveer Factory, 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 Tasveer Factory, 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.
Tasveer Factory 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 Tasveer Factory's representations or warranties or any of Tasveer Factory's obligations pursuant to the TOS. Tasveer Factory will only be liable for incidental, consequential, or special damages in the case of third party claims.
If Tasveer Factory 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, Tasveer Factory 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
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 Government of Delhi and Central Government of India (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 New Delhi, India, 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.
Tasveer Factory 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 Tasveer Factory reserves the right to modify these terms at any time by an announcement on your dashboard displayed immediately after successful login by you.. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Tasveer Factory, 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 Tasveer Factory, Tasveer Factory shall have the right to terminate your account without further notice, in addition to Tasveer Factory'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 Friday, October 30, 2016.