Terms of Service

Africlips, Inc. ("Africlips") operates a global marketplace for African stock footage. Africlips's customers pay a fee to license content from the Africlips website.

The following Terms of Service ("TOS") is a legally binding, non-exclusive agreement between you and Africlips. Please read the TOS carefully and be sure you understand it fully. The TOS describes and controls your legal relationship with Africlips, the rights you are granting to Africlips in any videos or other media together with any associated keywords, metadata and/or titles submitted by you to Africlips (collectively, "Content"), and the uses Africlips may make of the Content.

Overview

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

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

c. Africlips 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 Africlips, including but not limited to Africlips, Inc. Terms of Service License Agreements (collectively, "Licenses").

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

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 Africlips. However, by submitting Content to Africlips, you expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the laws of the Nigerian copyright commission or similar laws of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by Africlips.

Summary: You always retain ownership in and to your content.

Releases

a. You agree to provide valid and accurate model releases for all Content you contribute to Africlips that, in Africlips'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 Africlips for all Content that requires such releases, which determination shall be made in Africlips's sole discretion. All releases shall be electronically delivered to Africlips 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 Africlips in its sole discretion.

b. You agree that you are solely responsible for retaining all original releases and maintaining complete and accurate release records.

c. 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 Africlips releases forms.

d. You agree that Africlips 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 Africlips deems reasonable in its sole discretion.

e. 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 Africlips evidence of such Credentials upon request.

f. You agree that Africlips may permit Content designated "Editorial Use Only" to be used in a non-Editorial manner at Africlips's sole discretion (e.g., Africlips 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).

Summary: Some content you submit may require releases, which you are responsible for providing. Africlips provides model, minor and property release forms which can be downloaded from our website.

Accounts

a. You agree to provide true and complete information relating to your Africlips 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;

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

c. Africlips 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 Africlips'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 Africlips, or for convenience.

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

e. If your account is terminated for any reason, you must obtain written authorization from Africlips prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Africlips in each instance.

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

Summary: 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 not hold more than one Africlips account, or share content with another Africlips account, without permission

Content

a. Africlips has the right to refuse to accept or to remove Content from the Africlips Websites for any reason. Africlips will remove Content if Africlips believes that such Content may (in Africlips's sole discretion) subject Africlips 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 Africlips'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.

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

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

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

Summary: If your content is removed from Africlips, existing licenses for previously downloaded content will remain in effect. Your content may be marketed on social media platforms.

Usage Restrictions

a. Africlips 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.

Summary: If your content is removed from Africlips, existing licenses for previously downloaded content will remain in effect. Your content may be marketed on social media platforms.

Compensation

a. Africlips shall pay you a royalty for each unique download of Content for which Africlips receives payment. The current royalty rates are set forth at 60% to contributor, 10% administrative fee and 30% to Africlips. 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 Africlips contributor account.

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

b. 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.

c. There is a minimum payout rate per accounting period of: Ten Thousand Naira (NGN 10,000.00) for electronic payments. If during an accounting period, you haven't reached the Payout Minimums, 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.

d. 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, Africlips shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.

e. You may not use the Africlips 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, Africlips 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.

f. If Africlips makes an overpayment of royalties or other compensation to you for any reason, Africlips 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.

g. If you receive your payments through an online payment processing service, you may not share your online payment processing service account with another Africlips contributor. Africlips's obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you.

1. Africlips Trademarks

a. 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 Africlips.

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

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

d. You agree that you will not use any Africlips 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.

e. You may not at any time, adopt or use, without Africlips's prior written consent any word or mark which is similar to or likely to be confused with Africlips's Trademarks.

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

You may not use Africlips's trademarks in any form without permission.

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

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

h. All rights in and to Africlips's Trademarks not expressly granted to you hereunder are reserved by Africlips.

Representations and Warranties

You represent and warrant that:

a. you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;

b. you are under no legal disability or contractual restriction that prevents you from entering into this agreement

c. a. you are at least 18 years of age;

d. 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;

e. 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.

f. 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.

g. 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

h. you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Africlips or the sale of your Content - nor will you advertise or otherwise publicize your relationship with Africlips, nor will you use Africlips'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 Africlips and/or third parties. In addition to its other rights and/or remedies under the TOS, Africlips shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.

Africlips represents and warrants that:

i. it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and

j. upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Africlips may send you written notice of such claim, using the email address provided by you to Africlips, specifying the details of the claim as then known to Africlips.

Pending the determination of such claim, Africlips 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 Africlips. You will cooperate fully with Africlips 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.

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.

Confidentiality

By submitting any Content to Africlips, 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 Africlips’s account.

Indemnification

a. You agree to indemnify and hold Africlips, 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 Africlips for its loss. If a claim arises due to Africlips's breach of its representations in this agreement, Africlips agrees to cover you for your loss. The party seeking indemnification agrees to notify the other party as soon as possible.

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

c. If Africlips 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, Africlips 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:

i. 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

ii. 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.

Miscellaneous

a. 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.

b. 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.

c. 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.

d. Africlips 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.

e. Please note that Africlips reserves the right to modify these terms at any time by an announcement on your login page. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Africlips, pursuant to the terms herein, all or that portion of your Content to which you do not wish the changes to apply.

f. In the event that you breach any of the terms of this or any other agreement with Africlips, Africlips shall have the right to terminate your account without further notice, in addition to Africlips's other rights at law and/or equity.

g. 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 Nigerian Laws.