Content contributor agreement

The provisions of this Content Contributor Agreement (“Agreement”) govern the terms by which you may submit stock video content to PLATEBANK (as defined below) on or through the contributor area of the Site (as defined below).

Please read this Agreement carefully. By clicking “I agree” or “I accept”, or otherwise confirming your acceptance to this Agreement or submitting Content (as defined below) to PLATEBANK or allowing Content to be submitted to PLATEBANK on your behalf, you agree to be legally bound by this Agreement. When you are accepting this Agreement or submitting Content by yourself or on behalf of other Person (as defined below) you also represent and warrant that you have the full legal authority to bind yourself or the other Person to this Agreement. If you do not have such authority or if you do not agree with these terms, do not accept the Agreement or submit Content.

If you have any questions regarding the Site or this Agreement please contact us at the address below:

PLATEBANK B.V.
Chamber of Commerce number: 64443507
Address: Van Beuningenstraat 155 A, 1051XN Amsterdam, the Netherlands
Email: info@platebank.com
www.platebank.com

1. Parties

1.1   Your contracting party is PLATEBANK B.V. (Chamber of Commerce number: 64443507), a company duly incorporated and existing under the laws of the Netherlands and having its principal place of business at Van Beuningenstraat 155 A, 1051XN Amsterdam, the Netherlands ("PLATEBANK”) who provides and operates the Site. PLATEBANK is a subsidiary of Platebank Oy, (Business ID: 2647197-8), a company duly incorporated and existing under the laws of Finland and having its principal place of business at Kulosaaren puistotie 38 A 7, 00570 Helsinki, Finland who is the owner of the Site.   

1.2   PLATEBANK´s user registration system allows users of the Site to request PLATEBANK to register him/her or another Person, on behalf of which he/she is acting, as a Contributor (as defined below). In this Agreement “you” means the Person who has been registered as a Contributor by PLATEBANK. 

2.  Definitions

In this Agreement (and where the context so requires the singular shall include the plural and vice versa):

(i)   “Accepted Content” means such Content PLATEBANK has confirmed, in its sole discretion, to be suitable for marketing, distribution and licensing on or through the Site;

(ii)   “Account” means a user account set up by PLATEBANK e.g. for the purposes of submitting and managing Content;

(iii)   “Agreement” has the meaning ascribed to it in the preamble above;

(iv)   “Application” means any and all software, programme and application that may be provided by PLATEBANK in connection with the Site and that is intended for the upload and/or download of Content and management of other Content related transactions on the Site;

(v)   “Confidential Information” shall have the meaning ascribed to it in Section 15 below;

(vi)   “Content” means any and all film and video footage and animation, and, as the case may be, other audio, visual, audiovisual or digital media works, whether generated optically, electronically, digitally or by any other means or in any media, to be used in the commercial or editorial productions of PLATEBANK´s customers. Meta Data forms part of the Content;

(vii)   ”Content Documentation” means any and all technical, commercial, legal or other documentation which PLATEBANK requests in order to asses and realise the marketing, distribution and licensing potential of the Content in accordance with this Agreement (including, but not limited to, model and property releases);  

(viii)   “Content Information” means any and all technical, commercial, legal and other information relating to the Content which PLATEBANK requests in order to asses and realise the marketing, distribution and licensing potential of the Content in accordance with this Agreement;

(ix)   “Content License Agreement” means the agreement which governs the terms and conditions by which third parties may purchase a license to Content as amended from time to time by PLATEBANK;

(x)   “Contribution” means any individual upload of Content on to the Site;

(xi)   “Contributor” means a Registered User who wishes to submit Content to PLATEBANK, who has confirmed the acceptance of this Agreement and who has been registered as a contributor by PLATEBANK;

(xii)   “Contributor Fee” has the meaning ascribed to in Section 7.1 below;

(xiii)   “Intellectual Property Rights” means a copyright, database right, trademark, patent, utility model, design patent and design and any other form of such statutory protection as well as trade secrets;

(xiv)   “Licensee” means anyone who has concluded a Content License Agreement with PLATEBANK;

(xv)   “Meta Data” means meta data enclosed to the Content, including, but not limited to, description texts, legends, references, headwords, data relating to place and/or time or technical characteristics or other similar characteristics, which enable the Content to be browsed;

(xvi)   “Person” means an individual or legal entity, including, but not limited to, a company;

(xvii)   “PLATEBANK Affiliate” means an entity which is directly or indirectly controlling PLATEBANK, which is under the same direct or indirect ownership or control as PLATEBANK, or which is directly or indirectly owned or controlled by PLATEBANK;

(xviii)   “Registered User” means a registered user of the Site;

(xix)   “Site” means the www.platebank.com web sites and any other websites of PLATEBANK and PLATEBANK Affiliates, any and all content, material and information presented on the web sites as well as any and all functionalities of the web sites. The Applications form a part of the functionality of the Site;  and

(xx)   “Terms of Use” mean PLATEBANK´s Terms of Use applicable to the Site as amended from time to time.

3. Purpose of the agreement

3.1   The purpose of this Agreement is allow you to submit Content to PLATEBANK and to appoint PLATEBANK as the worldwide exclusive agent to market, distribute and license such Content on or through the Site on the provisions set forth in this Agreement.

3.2   Any and all of your Contributions made during the term of this Agreement will be subject to the provisions of this Agreement, as amended from time to time in accordance with Section 16 below.

4. Platebank´s general rights and obligations

4.1   PLATEBANK has the right, but not the obligation, to decide whether to accept a request to be registered as a Contributor.

4.2   PLATEBANK has the right, in its sole discretion, to:

(i)   determine, and change from time to time and without prior notice, the technical, commercial, artistic and other requirements which the Content must meet in order to be marketed, distributed and licenced on or through the Site;

(ii)   decide which Content shall be marketed, distributed and licenced on or through the Site;

(iii)   revoke, reconsider, cancel or limit any confirmation of Accepted Content and stop marketing, distributing and licensing the Accepted Content (or limit the same) at any time and without prior notice; and

(iv)   what kind of Meta Data, Content Information and Content Documentation Contributor must be provided to PLATEBANK;

(v)   decide which Content shall be designated as “Editorial use only” and permit the use of such Content only in an editorial manner and to revoke, reconsider or cancel such designation or permit at any time and without prior notice;

(vi)   refuse to accept, prohibit, delete, move, remove or edit any Content, other material or information that violates (or may violate) this Agreement, the Terms of Use, Intellectual Property Rights or other property rights of a third party or some other third party´s right under law, any applicable law, or any of PLATEBANK´s Content upload or management procedures, policies or guidelines as outlined on the Site, without prior notice.

4.3   PLATEBANK reserves the right to correct, or request you to correct, any errors or omissions in any Content, Content Information or Content Documentation you have uploaded to the Site (or otherwise submitted to PLATEBANK, as the case may be).  

4.4   PLATEBANK has the right to furnish third parties with copies of relevant Content Documentation if 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 PLATEBANK deems reasonable in its sole discretion.

5. Submission and management of content

5.1   Upon being registered as a Contributor by PLATEBANK and accepting this Agreement you may submit Content to PLATEBANK.

5.2   You may submit Content to PLATEBANK and manage your Contributions only by downloading Content on to the Site by using your Account and the Applications.

5.3   In addition to this Agreement you must always observe PLATEBANK´S Terms of Use and PLATEBANK´s Content upload and management procedures, policies and guidelines outlined on the Site when making Contributions or managing them. Any breach or non-compliance with the Terms of Use or relevant Content upload and management procedures, policies or guidelines will be deemed as a breach of this Agreement.

5.4   You are responsible for providing PLATEBANK with adequate and correct Meta Data, Content Information and Content Documentation.

5.5   You are always solely responsible, and PLATEBANK assumes no liability, for the following:

(i)   each and every access and use of the Site or your Account (or alleged access to them or use thereof) that occurs in conjunction with your user identification and corresponding password;

(ii)   monitoring and supervising any logons, activity and transactions occurring in conjunction with your Account, including, but not limited to, the uploading of Content, Content Information and Content Documentation; and

(iii)   the consequences of any of the foregoing.

5.6   You acknowledge and agree that PLATEBANK is authorized to accept your user identification and corresponding password as conclusive evidence that you wish to upload Content, Content Information and/or Content Information or to request or to undertake other transactions pursuant to this Agreement.

6. Grant of right

6.1   You hereby grant PLATEBANK and the PLATEBANK Affiliates the perpetual, worldwide, irrevocable and exclusive right to use, market, distribute and licence the Content submitted by you to PLATEBANK for the purposes contemplated in this Agreement, including, but not limited to, the following:

(i)   right to upload, download, copy, use, produce, reproduce, modify, alter, edit, resize, resample, convert, color correct, crop or otherwise composite, create derivative works of, package, repackage and transmit the Content in order to assess and realise the marketing, distribution and licensing potential of the Content and to prepare the Content for the marketing, distribution and licensing on or through the Site;

(ii)   right to market, promote, upload, download, copy, use, produce, reproduce, distribute, redistribute, publish, republish, modify, alter, edit, resize, resample, convert, color correct, crop or otherwise composite, create derivative works of, package, repackage, post, transmit, broadcast and publicly display Accepted Content on or through the Site; and

(iii)   to grant perpetual, worldwide, irrevocable and non-exclusive licenses or sublicenses to the Accepted Content to Registered Users and Licensees for the purposes contemplated in this Agreement under the terms and conditions determined by PLATEBANK and the PLATEBANK Affiliates in their sole discretion.

6.2   You further grant to PLATEBANK and the PLATEBANK Affiliates the right to use the Accepted Content for the purposes of the promotion and marketing of the Site and the Content. PLATEBANK and the PLATEBANK Affiliates shall also have the right to use your name, alias and avatar, registered and unregistered trademarks, trade names, logos and brands for the promotion and marketing of the Site.

6.3   Without limiting the generality of the foregoing, the copyrights in all Content submitted to PLATEBANK remain with the copyright owner and nothing in this Agreement shall be construed as a transfer of copyright to PLATEBANK. However, you undertake not to grant to any third party any such right or license in or to the Content submitted by you to PLATEBANK which would compete with the rights granted to PLATEBANK and the PLATEBANK Affiliates in this Agreement, including, but not limited to, allow the Content submitted by you to PLATEBANK to be marketed, distributed or licensed by a third party competing with PLATEBANK or the Site. If you have submitted the Content to PLATEBANK as an authorized representative of the applicable copyright owner(s), you will ensure that such copyright owner(s) comply with the said undertaking.    

6.4   You acknowledge and agree, taking into consideration the common business practises of stock video business, to waive (or to have obtained a valid and enforceable waiver of) any moral rights related to the Content submitted to PLATEBANK, including the right to be credited as the author of the Content and to object to the modification of the Content.

PLATEBANK shall however use commercially reasonable efforts to credit you as the creator or source of Accepted Content whenever possible, but shall in no event have liability for the lack of such credit.

PLATEBANK 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.

7. Contributor fees

7.1   PLATEBANK agrees to pay you a contributor fee (“Contributor Fee”) amounting to forty (40) percentage of the license fees for your Accepted Content. The Contributor Fee shall be based on the license fees actually received by PLATEBANK from the Licensees (excluding any value added tax or other taxes or duties levied on the license fees in accordance with the applicable law).

7.2   PLATEBANK will deduct a processing fee from the accrued Contributor Fee. The maximum amount of the processing fee shall not exceed twenty five US dollars (USD 25) for each payment request.

7.3   In addition to the processing fee referred to in Section 7.2 above, PLATEBANK reserves the right, in its sole discretion, to deduct or set-off the following amounts from or against any Contributor Fee payable to you:

(i)   taxes, duties or other withholdings that are required by applicable law;

(ii)   bad debts or other sums not collected from the Licensees;

(iii)   fees, charges and/or costs payable to or deducted by banks, financial institutions, payment processors for the processing of the payments to PLATEBANK or to you;

(iv)   currency conversion for payments received by PLATEBANK or paid to you in a currency other than US dollars (USD); 

(v)   refunded payments for your Accepted Content;

(vi)   prior overpayments of Contributor Fees; and

(vii)   all amounts to which PLATEBANK is (or may be) entitled under this Agreement, any other agreement or law.

7.4 PLATEBANK will pay any accrued Contributor Fee to you within 30 days after the receipt of your written payment request. However, no payment will be made unless a minimum of [ in writing ] US dollars (USD [ in numbers ]) (after deductions and set-off to which PLATEBANK is entitled have been taken into account), is due and payable to you. The accrued Contributor Fee will be paid always in full and no partial payments are allowed.

7.5 The Payment will be made either by electronic funds transfer or by using such third party payment processor as may be supported by PLATEBANK from time time.

7.6 The amount and basis of the Contributor Fee and the processing fee referred to Section 7.2 above are subject to change at any time and in the sole discretion of PLATEBANK in accordance with Section 16.1 below. If the changes are not acceptable to you, you must follow the procedure described in the said Section.

7.7 Without limiting the generality of the foregoing, PLATEBANK is not obligated to pay any Contributor Fee to you if PLATEBANK or any PLATEBANK Affiliate is restrained or otherwise prevented from using the rights granted under this Agreement relating to the Content submitted by you because those rights are found to be an infringement of Intellectual Property Rights or other property rights of a third party or some other violation of a third party´s right under law.

8. Representations and warranties

8.1   You represent and warrant, in respect of any and all Contributions, the following:

(i)   You have legal capacity and authority to enter into this Agreement and perform its obligations hereunder;

(ii)   You are the sole and exclusive owner of the Content and the copyright thereof, or as the case may be, are the authorized representative of the applicable copyright owner(s) of the Content and have the authority to grant all of the rights contemplated to be provided to PLATEBANK in this Agreement;

(iii)   You have not granted any rights or licenses in or to the Content or have not entered into any other agreement or commitment that would conflict with this Agreement;

(iv)   If the Content contains elements that are provided by a third party design or other software program, the license agreement or other legal terms governing the use of such program allows to incorporate such elements in the Content and to grant the rights to such Content contemplated in this Agreement;

(v)   The Content does not contain any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement and the Content will be free of any software virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or any other hardware or computer system or software, or which would otherwise render inaccessible or impair the use of any of the same in any way;

(vi)   The Content Information and Content Documentation provided by you is complete, accurate and not misleading in all material respects;

(vii)   The Meta Data provided by you does not include any false, misleading or inapplicable data intended to or which has the effect of keyword doping or improperly altering search results, that would otherwise be applicable to the Content;

(viii)   The Content, Content Information or Content Documentation provided by you does not infringe any Intellectual Property Right or other property right of a third party or some other third party´s right under law;

(ix)   The Content represents original creations and expressions of the subject matter and the Content, Content Information or Content Documentation does not defame or cast into disrepute any third party;  

(x)   The Content, Content Information or Content Documentation has not been obtained or created in violation of law or in a manner constituting a breach of some other agreement;

(xi)   To the extent that the Content contains images or other attributes of identifiable people or persons, you have obtained valid and binding model release(s) from all required parties, such parties permit the use of the Content in accordance with this Agreement and you will keep the original model release and provide a copy to PLATEBANK if so requested;

(xii)   To the extent the Content contains images of identifiable property, you have obtained valid and binding property release(s) from all required parties, such parties permit the use of the Content in accordance with this Agreement and you will keep the original model release and provide a copy to PLATEBANK if so requested;

(xiii)   If after the Contribution was made, you receive a notice or otherwise learn that any of the representations and warrants made by you in this Agreement were not accurate, not complete and not misleading in all material respects or no longer are accurate, complete and not misleading in all material respects or of any claim by a third party to the effect of the foregoing, you will promptly provide PLATEBANK with a written notice of all relevant facts regarding the same; and

(xiv)   To the extent you submit Content to PLATEBANK as an authorized representative of the applicable copyright owner(s), you will ensure that such copyright owner(s) comply with the terms of this Agreement where necessary and, to the extent Contributors Fees are paid to you in such capacity, you will be solely responsible for compensating the copyright owner(s) where applicable.

8.2   You further represent and warrant that:

(i)   You will not purchase licenses to the Content submitted by you to PLATEBANK (except if exceptional and legitimate reasons in an individual case so require); and

(ii)   You will not collude with a third party to have the Content submitted by you to PLATEBANK to be licensed in excessive amounts.

Notwithstanding anything else in this Agreement, in case you violate any of the representations and warranties set forth in this Section 8.2, PLATEBANK may terminate this Agreement with an immediate effect. In such case, you shall also forfeit any Contributor Fees earned in connection with such conduct.

9. Indemnity

9.1   You agree to indemnify, defend and hold PLATEBANK and any PLATEBANK Affiliate (as well as any of their directors, officers, employees, shareholders, partners and agents), any Registered User and any Licensee harmless from and against any and all damages, liabilities, losses, costs and expenses (including, but not limited to, reasonable legal fees) arising out of or relating to any claim, action, proceeding by a third party relating to or arising directly or indirectly out of:

(i)   any breach by you of this Agreement, any representation, warranty, or obligation contained herein, the Terms of Use or PLATEBANK´s Content upload or management procedures, policies or guidelines as outlined on the Site;

(ii)   any claim threatened or initiated against PLATEBANK or any PLATEBANK Affiliate (as well as any of their directors, officers, employees, shareholders and agents), any Registered User or any Licensee to the extent such claim is based on a contention that any Content submitted by you to PLATEBANK infringes any Intellectual Property Right or other property rights of a third party or some other third party´s right under law; or

(iii)   each and every access and use of the Site or your Account (or alleged access to them or use thereof) that occurs in conjunction with your user identification and corresponding password.

9.2   PLATEBANK reserves the right, at your expense, to assume the exclusive defence and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with PLATEBANK’s defence of such claim.

10. Claims against third parties

10.1    You acknowledge and agree that the Content submitted by you to PLATEBANK, which becomes Accepted Content, may be used by Registered Users and Licensees with the intention that they comply with the Terms of Use and/or the Content License Agreement, as amended from time to time by PLATEBANK.

Notwithstanding the foregoing, PLATEBANK or any PLATEBANK Affiliate does not assume any liability for the compliance by the Registered Users, the Licensees or other third parties with the Terms of Use and/or the Content License Agreement. You thus understand that the Accepted Content may be used in a manner that is not contemplated in this Agreement and further acknowledge and agree that, notwithstanding any claims you may present against a Registered User, a Licensee or other third party under applicable law, PLATEBANK or any PLATEBANK Affiliate shall in no event have liability to you, or any third party presenting claims through you, for any breach by a Registered User, a Licensee or other third party of the Terms of Use and/or the Content License Agreement or other alleged infringement of your rights.

10.2   You acknowledge and agree that PLATEBANK shall have the right, in its sole discretion, to determine whether and to what extent to proceed against a Registered User, a Licensee or other third party for any breach of the Terms of Use and/or the Content License Agreement or other alleged infringement of your rights.

You release PLATEBANK and any PLATEBANK Affiliate from any and all claims you have, either directly or indirectly, arising out of or in connection with PLATEBANK´s decision to proceed or not to proceed against any Registered User, Licensee or other third party. PLATEBANK agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any Registered User, Licensee or other third party, to the extent such monetary recovery is intended to compensate PLATEBANK for lost license fees or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, but not limited to, reasonable legal fees) incurred by or on behalf of PLATEBANK or any PLATEBANK Affiliate, be divided between PLATEBANK and you on a 60-40 basis (i.e. PLATEBANK receives sixty (60) and you receive forty (40) percentage of the sum to be divided).   

In the event PLATEBANK decides not to proceed against a Registered User, a Licensee or other third party in breach of the Terms of Use and/the Content License Agreement or other alleged infringement or your rights, you may proceed against such a Registered User, Licensee or other third party in accordance with the provisions of applicable law. You agree that any monetary recovery you receive as a result of any legal action taken against any such Registered User, Licensee or other third party, to the extent such monetary recovery is intended to compensate you for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, but not limited to, reasonable legal fees), be divided between you and PLATEBANK on a 60-40 basis (i.e. PLATEBANK receives sixty (60) and you receive forty (40) percentage of the sum to be divided).

11. Disclaimer of warranties

While PLATEBANK strives for ensuring that the Site is available, operates correctly and without interruptions and is free from errors, software viruses or other malicious codes, PLATEBANK does not guarantee or assume any liability for your use of the Site (including, but not limited to, its unavailability, failure or improper operation).

PLATEBANK DOES NOT REPRESENT OR WARRANT THAT THE SITE MEETS YOUR REQUIREMENTS. THE SITE IS PROVIDED BY PLATEBANK ON AN “AS AVAILABLE” AND “AS IS” BASIS WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

12. Limitations of liability

You assume all responsibility of and risk for access to and use of the Site including, but not limited to, any of the Content, material or information contained therein.

PLATEBANK OR ANY PLATEBANK AFFILIATE (OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS) SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGE WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT (INCLUDING, BUT NOT LIMITED TO, USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE) OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF PLATEBANK OR THE PLATEBANK AFFILIATE (OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT THE TOTAL MAXIMUM AGGREGATE LIABILITY OF PLATEBANK OR ANY PLATEBANK AFFILIATE (OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS) UNDER THIS AGREEMENT OR IN RESPECT OF THE ACCESS TO OR USE OR EXPLOITATION OF THE SITE IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIVE THOUSAND US DOLLARS (USD 5,000).

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF PLATEBANK OR ANY PLATEBANK AFFILIATE (OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS) SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13. Term and termination

13.1   This Agreement becomes effective after you have confirmed your acceptance to this Agreement and PLATEBANK has accepted your request to be registered as a Contributor and remains effective until terminated.

13.2   Notwithstanding anything else in this Agreement, you may terminate this Agreement, in connection with any specific Content or all Content submitted by you to PLATEBANK, at any time and for any reason, by giving sixty (60) days written notice to PLATEBANK by sending it at the postal or e-mail address mentioned in the recitals of the Agreement, or such other means of written notice acceptable to PLATEBANK which enables confirmation of your identity.

13.3   Notwithstanding anything else in this Agreement, PLATEBANK may terminate this Agreement, in connection with any specific Content or all Content submitted by you to PLATEBANK, at any time and for any reason, by giving (60) days written notice by sending it at the e-mail address or contact information last provided by you in your Account.  

13.4   Further, you or PLATEBANK may terminate this Agreement, in connection with any specific Content or all Content submitted by you to PLATEBANK, by a written notice effective immediately upon being sent to at the postal or e-mail address mentioned in the recitals of the Agreement, or such other means of written notice acceptable to PLATEBANK which enables confirmation of your identity (if sent to PLATEBANK) or at the e-mail address or contact information last provided by you in your Account (if sent to you) if:

(i)   the other party commits a breach or non-performance of this Agreement or the or repeatedly refuses or fails to fulfil an obligation set forth in this Agreement and has failed to remedy such fault within fourteen (14) days after receiving a written request to do so from the other party;

(ii)   the other party ceases to be able to take care of its contractual obligations in accordance with this Agreement; or

(iii)   the other party suffers distress or execution or commits an act of bankruptcy or goes or is put into liquidation (otherwise than solely for the purpose of amalgamation or reconstruction) or if a receiver is appointed over any part of such other party’s business or if an administration order is made in respect of such other party.

14. Effects of termination

14.1   Upon the termination of this Agreement, PLATEBANK will, in connection with the Content subject to the termination, cease from marketing, distributing and licensing the relevant Accepted Content and remove the relevant Content from the Site within sixty (60) days of the date on which the termination of the Agreement takes effect. PLATEBANK will continue, in accordance with this Agreement, to pay the Contributor Fee accrued to you during such period of time. Such payments will be subject to any rights of deduction or set-off under this Agreement or at law.

14.2   Notwithstanding any other provision in this Agreement the removal of any Content from the Site and/or the termination of this Agreement, partly or in full, or any rights granted to PLATEBANK hereunder will not terminate, alter or otherwise affect any rights granted by PLATEBANK as authorized in this Agreement prior to the effective date of such removal or termination, including rights granted to Registered Users or Licensees under the Content License Agreement and/or Terms of Use and each of such rights will continue in full force and effect in perpetuity. If the relevant Accepted Content is at the time of the removal in the shopping chart of a Licensee, PLATEBANK will not be required to remove such Accepted Content from the shopping cart, and PLATEBANK may allow the Licensee to purchase a license to such Accepted Content.

14.3   PLATEBANK will be entitled to retain all amounts owing to you for a period of ninety (90) days of the date on which the termination of the Agreement takes effect in order to determine any applicable rights of deductions and set-off.

14.4   The following Sections of this Agreement will survive the termination of this Agreement and continue in full force and effect: Section 5.5, 5.6, 6.4, 8 (Representations and Warranties), 9 (Indemnity), 10 (Claims Against Third Parties), 11 (Disclaimer of Warranties), 12 (Limitations of Liability), 15 (Confidential Information), 18 (Applicable law and Dispute Resolution).

15. Confidentiality

You undertake not to, during the term of the Agreement and thereafter, disclose to third parties nor use for any purpose other than for the proper fulfillment of this Agreement any technical, financial or commercial information or information which is explicitly indicated to be confidential (hereinafter “Confidential Information”) received from PLATEBANK in whatever form under or in connection with this Agreement without the prior written permission of PLATEBANK. The above mentioned limitations shall not apply to Confidential Information which:

(i)   was rightfully in your possession prior to disclosure hereunder; or

(ii)   was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations included herein;

(iii)   was disclosed by a third party without breach of any obligation of confidentiality owed to you;

(iv)   was independently developed by your personnel having no access to the Confidential Information; or

(v)   was required to be disclosed by applicable laws or governmental authorities having jurisdiction over you.

16. Changes to the agreement

16.1   Notwithstanding anything else in this or any other agreement, PLATEBANK has the right, in its sole discretion, to make changes to this Agreement at any time and for any reason.

PLATEBANK will post the changed provisions on the Site and use reasonable efforts to inform you of the changes by e-mail, on or through your Account or otherwise. If the changes are not acceptable to you, you must refrain from making further Contributions and terminate this Agreement in connection with any specific Content or all Content submitted by you to PLATEBANK to end at the date on which the changes to the Agreement. Your continued Contributions or failure to terminate this Agreement, partly or in full, will be deemed acceptance by you of the changes to the Agreement.

16.2   No modification, deletion, amendment of any term or condition of this Agreement is binding on PLATEBANK unless made in writing and signed by PLATEBANK´s authorized representative or posted by PLATEBANK on the Site.

17. Miscellaneous provisions

17.1   This Agreement is in addition to the Terms of Use, which by this reference are incorporated to this Agreement. In the event of any inconsistency between the provisions of this Agreement and the provisions of the Terms of Use, the provisions of this Agreement shall prevail. 

You acknowledge and agree that, in addition to this Agreement, you have reviewed the Terms of Use and any other agreements which may by reference be incorporated therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

17.2   Upon reasonable notice, you will promptly allow PLATEBANK to inspect and provide PLATEBANK with information or documentation requested by PLATEBANK relating to the creation of any Content, clearances or releases that have been obtained for any Content, and/or licenses, agreements or other instruments relating to ownership of or rights to any Content.

17.3   PLATEBANK’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

17.4   If any provision, or portion thereof, of this Agreement, or its application to any Person or circumstance, shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provisions and their application shall not be affected thereby, but shall be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and shall otherwise be enforceable to the fullest extent permitted by law.

17.5   PLATEBANK may assign this Agreement without your consent to a third party, provided however that such party agrees to be bound by this Agreement. You may not assign this Agreement to any third party without the prior written consent of PLATEBANK.

17.6   PLATEBANK may send any notice to you by an email to the email address that has been provided by you on your Account. You consent to receive communications from PLATEBANK electronically and agree that all agreements, notices, disclosures and other communications that PLATEBANK provides to you electronically satisfy any legal requirement that such communications be in writing.

17.7   Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an event of force majeure.

Events of force majeure are events beyond the control of the party, which occur after this Agreement become effective and which were not reasonably foreseeable at the time this Agreement become effective and the effects of which are not capable of being overcome without unreasonable expense and/or loss of time to the Party concerned, and provided further that such event could not have been prevented by reasonable precautions. Events of force majeure shall include, without being limited to, war, acts of government, natural disasters, fire and explosions.

18. Applicable law and dispute resolution

18.1   This Agreement shall be governed by the laws of Finland, excluding its choice of law provisions.

18.2   Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The Emergency Arbitrator provisions shall not apply. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.

19. Acceptance

19.1   By clicking "I agree" or “I accept” otherwise confirming your acceptance, you accept and agree to be bound by this Agreement by yourself and, as the case may be, on behalf of the other Person that is identified as the Contributor. If you are accepting on behalf of other Person, you represent and warrant that you have full legal authority to bind the other Person and to submit the Content, the Content Information and the Content Documentation to PLATEBANK on behalf of such other Person.

19.2   You acknowledge that you have read this Agreement, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of PLATEBANK allowing you to submit the Content, you agree to be bound by the provisions of this Agreement. You further agree that it is the complete and exclusive statement of the agreement between you and PLATEBANK, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and PLATEBANK relating to the subject of this Agreement.  

Last Updated: November 16th, 2015