Editorial Content Supply Agreement

Appointment

The Supplier hereby appoints CLIPOZA LTD as its agent for licensing the Supplier's Content, which the Supplier will deliver to CLIPOZA LTD under this Agreement.

License Grant

The Supplier grants CLIPOZA LTD the right and license to:

• Market and license the Supplier's Content to customers.
• Make specific enhancements to the Content, including but not limited to color correction, minor retouching, and cropping, to make it more marketable.
• Create, scan, and digitize thumbnails, watermarked copies, and low-resolution versions of the Content for marketing purposes.
• Use the Content in print or electronic advertisements to promote CLIPOZA LTD and its services.

Distribution

CLIPOZA LTD and its affiliated companies, along with third-party distributors acting on its behalf, have full authority to license the Supplier's Content under CLIPOZA LTD's standard license terms.

Promotional Use

The Supplier grants CLIPOZA LTD the non-exclusive worldwide right to use the Supplier's name, display name, and Content in CLIPOZA LTD's marketing and promotional efforts, without the need for additional compensation. However, CLIPOZA LTD may, at its discretion, offer additional compensation for featured promotions.

Royalties

Royalties shall be calculated as a percentage of Net Licensing Revenue as outlined in Appendix A. Royalties will be credited to the Supplier's account and are payable when the Supplier's account balance exceeds the minimum threshold specified in Appendix A. At the end of each calendar month, the Supplier will be paid all royalties owed above the minimum threshold via the payment method selected in Appendix A.

CLIPOZA LTD will provide electronic Sales Reports within 40 days after the end of the month in which an invoice is issued. The Supplier may submit a written dispute regarding a Sales Report within 60 days of receiving it; otherwise, the report is deemed final and binding.

No royalties are paid on Content used for promotional or marketing purposes, or on Content not resulting in a sale. If a refund or chargeback occurs, CLIPOZA LTD may recoup the royalties already paid to you. CLIPOZA LTD reserves the right to withhold payments if fraud or other violations of this Agreement are suspected.

Payment of royalties is contingent upon the Supplier submitting any necessary tax forms as requested by CLIPOZA LTD. No interest shall accrue on unpaid royalties.

CLIPOZA LTD agrees to:

a) Use commercially reasonable efforts to promote and license the Supplier's Content in editorial format only.

b) Provide sales reports as specified above.

c) Handle model releases and obtain necessary model and property releases for Assignment Content as agreed between the photographer and CLIPOZA LTD, unless agreed otherwise.

d) Maintain a secure, password-protected FTP site for Content uploads.

The Supplier agrees to:

a) Use commercially reasonable efforts to promote their association with CLIPOZA LTD where appropriate.

b) Submit Content according to CLIPOZA LTD's guidelines for captioning, restrictions, asset size, and quality.

c) Accurately caption and keyword all Content to maximize searchability and value.

d) Retain and provide CLIPOZA LTD with necessary model and/or property releases upon reasonable request.

e) Ensure that all Content licensing is done exclusively through CLIPOZA LTD when requested.

Return of Content

Any hardcopy Content shall be returned to the Supplier at their expense within a reasonable timeframe, at their discretion. CLIPOZA LTD is not liable for any failure to return Content or for any damage caused.

CLIPOZA LTD may modify, enhance, or add to metadata associated with the Content to better exploit it in accordance with this Agreement. CLIPOZA LTD retains ownership of any amendments or additions to the metadata.

In the event that CLIPOZA LTD modifies the Content, it will own the modified digital files created and will not be obligated to return these to the Supplier. Upon written request by the Supplier following the termination of this Agreement, CLIPOZA LTD will withdraw Content from sale, except for Assignment Content.

The Supplier agrees that CLIPOZA LTD may, at its discretion, allow "Editorial Use Only" Content to be used in a commercial context, provided that:

• The purpose is for factual or documentary value.
• The use does not imply endorsement.
• The Content features real places, events, or identifiable people.
• The Content is not falsely captioned or used in a misleading context.

Termination

Either party may terminate this Agreement by providing 30 days' written notice. In the case of a material breach, the non-breaching party may terminate immediately upon written notice if the breach is not cured within 30 days of receiving notice.

Upon termination, CLIPOZA LTD will withdraw the Supplier's Content from sale, except for Assignment Content. Content will remain available to customers under existing licenses granted before termination. Any licenses for which an invoice has been issued prior to termination will be processed, and royalties will be paid accordingly.

Termination does not relieve either party of obligations incurred prior to termination, including indemnification obligations and prior licenses granted.

Upon termination, CLIPOZA LTD will endeavor to return any hardcopy Content at the Supplier's expense, within a reasonable timeframe. The Supplier will receive final royalty payments approximately 90 days after termination, once all outstanding royalties have been calculated.

CLIPOZA LTD will not return modified versions of Content, such as enhancements or changes made to metadata.

Confidentiality

Both parties agree to maintain the confidentiality of all non-public information received from the other party, including but not limited to business plans, financial information, and technical knowledge. Each party will protect the other's confidential information with at least the same degree of care used to protect its own. Neither party will disclose confidential information to any third party without prior written consent, except as required by law. CLIPOZA LTD may share confidential information with its affiliates as necessary for the performance of this Agreement.