Pocketstock Limited allows its registered users (“Members”) to from time to time upload royalty free photographs, images, illustrations, vectors, videos, audio and other media content together with associated keywords, titles, descriptions and other information (collectively “Content”) to the website located at www.pocketstock.com (the “Website”).

A Member can either provide Content on an exclusive or a non-exclusive basis. Uploading Content on an exclusive basis generally means that the Member will only make the relevant Content available to third parties for commercial use through Pocketstock, i.e. on the Website. Uploading Content of a non-exclusive basis generally means that the Member can also make the relevant Content available to third parties for commercial use through other distribution venues.

This Agreement applies to all Content supplied by you to Pocketstock from time to time on a non –exclusive basis. Please click here for a copy of the Pocketstock Exclusive Content Agreement.

This document contains many important provisions so please do read it carefully and make sure you understand its terms. We recommend that you print a copy of this Agreement for future reference.

1. Introduction

This Agreement constitutes a legally binding agreement between you and Pocketstock Limited (“Pocketstock”, “we”). It sets out the rights and obligations that will apply to you and Pocketstock in relation to any Content uploaded by you onto the Website while you are a Member other than any Content in relation to which the Pocketstock Exclusive Content Supply Agreement applies from time to time (“Submitted Content”).

You acknowledge and agree that all “Mobile Content” (which means any Content originating from and/or uploaded through a mobile phone, cellular phone, camera phone or any other mobile device able to make and receive telephone calls) uploaded by you to the Website will be supplied by you to Pocketstock on an exclusive basis and that the Pocketstock Exclusive Content Supply Agreement will apply in this regard.

By ticking the relevant box at the end of this Agreement you are agreeing to be bound by the terms of this Agreement. You understand that if you refuse to accept the terms of this Agreement you will not be able to become a Pocketstock contributor.

2. Submission of Content to the Website

The submission of Content by you to Pocketstock is subject to the submission policies and procedures outlined on the Website from time to time which form part of this Agreement.

You acknowledge that no Content may be uploaded to the Website that infringes any intellectual property or other rights of any third party or that breaches any applicable law.

Pocketstock may, in its sole discretion, determine which Submitted Content is suitable for posting on the Website (“Published Content”). We have the right to refuse to accept or to edit any Submitted Content for any reason.

You agree that although Pocketstock reviews Submitted Content to determine suitable Published Content this is done as a matter of courtesy only. You remain solely responsible for the Content you upload and for all consequences of your uploading Content to the Website.

You agree, upon request by Pocketstock, to promptly provide and upload valid and binding (i) model releases for all Submitted Content that contains an identifiable face or human figure and (ii) such property releases as Pocketstock may, in its sole discretion, require. Each relevant model or property release has to permit the use of Submitted Content contemplated by this Agreement.

You agree that Pocketstock has the right, in its sole discretion, to accept, deny, move, edit or remove Content and any other material or content uploaded to or posted on the Website by you without prior notice.

3. Appointment and Licence

1. You hereby appoint Pocketstock as your non-exclusive agent to licence, sub-licence and distribute Content produced by you on the terms of this Agreement.
2. You hereby grant to Pocketstock, for all Submitted Content:
1. i)    the worldwide right and licence to market and sub licence, through the Website or any other distribution venue owned and operated by Pocketstock from time to time, the right to:
   (A)    modify and alter;
   (B)    upload, post and transmit,
   (C)    (re)package, (re-)publish, display, perform and (re-)distribute;
   (D)    copy, use and create derivative works of;
   (E)    sublicence;
   (F)    produce and sell image products of any kind of;
   (G)    the Submitted Content in any and all media from time to time;
   (ii)    the right to grant perpetual, worldwide and non-exclusive licences or sub-licences to end-users. Pocketstock and the Pocketstock Partners (as defined below) are entitled to determine the terms and conditions of all licences of Submitted Content granted by us/them; and
   (iii)    the right, free of charge, to in any way use any Published Content for its own business purposes relating to the promotion of the Website, the Submitted Content and to promote the licensing of Published Content.
3. You agree that Pocketstock may by email notice to you, using the email last notified by you to us as part of your Membership Account, make some or all of your Published Content available for licensing and distribution to other entities owned by Pocketstock or by third party distributors (each a “Pocketstock Partner”).
4. All rights in and to your Published Content will remain with you. No title or copyright is transferred or granted to Pocketstock or any third party by you except as provided in this Agreement.

4. Representations and Warranties

By submitting any Content to the Website you represent and warrant to Pocketstock that:

1. You have legal capacity and the full power and authority to enter into this Agreement;
2. You are the sole and exclusive legal and beneficial owner of all proprietary rights (including but not limited to copyright) in and to the Submitted Content and you have the full right and authority to contract with Pocketstock (including to grant the rights hereby licenced to Pocketstock) on the terms of this Agreement.
3. The Submitted Content is your original work and has not been copied wholly or substantially from any other source or in any way been obtained in an unlawful manner.
4. The Submitted Content and all parts of the same are neither defamatory nor obscene, free of encumbrances and do not infringe the copyright, trademark, right of privacy, right of publicity or any other right of any third party.
5. The end users licence, terms of business or equivalent licence of any design program software that you have used when creating the Submitted Content allows you to incorporate any relevant design elements into the Submitted Content and to licence such Submitted Content to Pocketstock.
6. The Submitted Content is not subject to any threatened or pending claim or legal action.
7. The Submitted Content does not contain any viruses, Trojan horses, worms, time- bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Website or of any computer software or hardware.
8. You have, for each Submitted Content, obtained all necessary model and property releases required for the use of the Submitted Content contemplated by this Agreement and these are valid and binding.

5. Indemnity

You agree to indemnify and keep indemnified Pocketstock and its directors, officers, employees, agents and licencees of Published Content (each an “Indemnified Party”) harmless from all claims, liability, losses, damages, cost and expenses (including reasonable legal fee and disbursements) arising out of or incurred by such Indemnified Party as a result of or in connection with

1. any breach by you of this Agreement;
2. any access to or use of the Website (including but not limited to the submission or upload of any Content or other material) by any person using your Membership Account and/or Membership Name, whether or not authorized by you; and
3. any claim threatened or made by any person against a Pocketstock Party on the basis that any of your Submitted Content used within the scope of this Agreement infringes the copyright, right to privacy or publicity or any other intellectual property rights of any third party.

If we believe, in our discretion, that any situation or matter has arisen which could result in a claim by Pocketstock against you under the indemnity in this clause 5 we are entitled, by notice to you, to assume the exclusive defence of such matter. You will in this case, at your expense, fully cooperate with us in relation to such defence.

6. Remuneration

Pocketstock agrees to pay you royalties equivalent to a designated percentage of any fees received by us in respect of your Published Content that is (on the basis of our records or the records of any relevant Pocketstock Partner) downloaded or otherwise purchased by Members or third parties, in accordance with the Pocketstock royalties and payment policies in force from time to time.

All royalties earned by you from time to time will be credited, in US Dollars, to your Contributor Account which you can find on the dashboard of our Membership Account.

We are entitled to deduct any of the following sums from any balance standing to the credit of your Contributor Account from time to time (each a “Deduction”):

1. cancellations or refunds of any licence fee paid by Pocketstock’s licencees or sub- licencees in relation to any of your Published Content;
2. previous overpayments to you;
3. any applicable taxes or other withholdings required by applicable law;
4. any amounts owed to us by you, whether under this Agreement or otherwise, including reasonable legal and other expenses incurred in enforcing this Agreement;

We are not obliged to make any payment of royalties to you unless and until the balance of your Contributor Account exceeds $30/£25/€30 but will otherwise make payment, in US Dollars, for any royalties earned by you in respect of paid for downloads of your Published Content upon your written request, using the payment method chosen by you from the available payment methods on the dashboard of your Membership Account (“Available Payment Methods”). Payment requests are limited to one payment request per calendar month.

If the payment of any royalties from time to time requires the prior submission by you to Pocketstock of any tax forms we are entitled to suspend any royalty payments to you until you have provided the relevant duly completed and signed tax forms.

We have, pending final determination of your respective liability to us in this regard, the right to suspend any payment of royalties if we reasonably believe that you have breached the terms of this Agreement or any situation has arisen that may result in a claim by Pocketstock against you under clause 5.

7. Termination and Consequences of Termination

You may terminate this Agreement at any time by giving us ninety (90) days written notice using creative@pocketstock.com.

Pocketstock may terminate this Agreement by giving ninety (90) days written notice to the email address last posted by you in relation to your Membership Account.

If Pocketstock terminates your Membership Account for any reason, such termination shall be automatically deemed notice of termination of this Agreement, too.

Upon the termination of this Agreement Pocketstock shall remove your Published Content from the Website and the websites of its distribution partners within ninety (90) days of the termination of this Agreement and until such removal (the “Transition Period”) Pocketstock and the relevant distribution partners may continue licensing your Published Content in the normal way.

During the Transition Period you will not receive any royalty payments. At the end of the Transition Period Pocketstock will determine the sum standing to the credit of your Contributor Account, make any relevant Deductions, inform you of any balance due to you (“Termination Payment”) by email and then make the Termination Payment to you, using the Available Payment Method elected by you for this purpose and confirmed by you to Pocketstock in writing (“Payment Instructions”).

Pocketstock will make reasonable commercial efforts to contact you if your Membership Account is terminated for inactivity in accordance with Pocketstock’s Terms of Use by email and post, using the email address and postal address last posted you as part of your Membership Account. If Pocketstock should not receive Payment Instructions from you within three (3) months of the date of Pocketstock’s first communication to you under this paragraph you forfeit all rights, title and interest in any Termination Payment otherwise due to you.

The termination of this Agreement will not in any way affect the rights of licencees or sub- licencees under any relevant Pocketstock Licence Agreements. It will also not prejudice any rights acquired by Pocketstock under this Agreement, the Terms of Use or any Exclusive Content Supply Agreement between us prior to such termination.

Clauses 2, 4, 5, 8 and 12 of this Agreement will in any event survive termination of this Agreement and continue to apply in full.

8. Disclaimer and Limitation of Liability

The Website and the Materials are provided without any guarantees, representations, conditions or warranties whatsoever. We in particular do not represent or warrant that the Website or the Material are complete or accurate or that they will meet your requirements or that their use will be uninterrupted or error free.

To the extent permitted by applicable law, Pocketstock hereby expressly excludes:

All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.

Any liability for any direct, indirect or consequential loss or damage incurred by any user or Member in connection with the Website or in connection with the use, inability to use, or results of the use or exploitation of the Website, any Content published thereon and any websites linked to it, including, without limitation any liability for:

1. loss of income or revenue;
2. loss of business;
3. loss of profits or contracts;
4. loss of anticipated savings;
5. loss of data;
6. loss of goodwill;
7. wasted management or office time; and

for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

In any event Pocketstock’s total maximum aggregate liability under this agreement or in relation to the use or exploitation by you of any or all parts of this Website or the content published thereon in any manner or form whatsoever shall be limited to the fees collected by Pocketstock for the content that is the subject of the claim, but in any event shall not exceed 100 (one hundred) British Pounds Sterling.

The provisions of this clause 8 do not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

9. Infringement of Your Rights

Pocketstock has no control over and no responsibility for the compliance by its Members or other purchasers of your Published Content with the terms of the Pocketstock Licence Agreements or other relevant agreements. You agree that we have no liability to you in relation to any breaches by such persons of the relevant Pocketstock Licence Agreements or other agreements.

The decision whether or not, or to what extent, to pursue a Pocketstock Member or any other third party for any violation of any Pocketstock Licence Agreement relating to Published Content uploaded by you (or any other infringement of your rights by such Member or third party) is in Pocketstock’s sole discretion. If Pocketstock decides not to pursue any relevant violation or infringement but should you wish to do so we will, at your request and cost, use commercially reasonable endeavours to assist you with the protection of your intellectual property rights.

10. Changes to this Agreement and Application of Other Pocketstock Agreements

Pocketstock has the right to revise and amend the terms of this Agreement from time to time by Pocketstock posting amended terms on the Website. Continued uploading of Content will be deemed acceptance by you of this Agreement as so amended so we encourage you to regularly check the Website for updates.

You acknowledge that this Agreement applies in addition to our Terms of Use, our Privacy Policy and all other documents and provisions applicable to the use of the Website. In the event that there is any inconsistency between this Agreement and the aforementioned documents the terms of this Agreement will govern.

11. General

The relationship between you and Pocketstock is that of independent suppliers. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between you and Pocketstock.

This Agreement is personal to you and is binding on your heirs, executors and legal representatives, as the case may be. You are not allowed to transfer, assign, charge or otherwise dispose of this Agreement or your rights and obligations under it to any person without Pocketstock’s prior written consent but Pocketstock may do any of these things. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

If at any time Pocketstock fails to exercise any of its rights or remedies under this Agreement, this will not constitute a waiver of such rights and remedies and will not relieve you from compliance with your obligations under this Agreement.

Unless expressly provided in this Agreement a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

12. Applicable Law and Jurisdiction

Pocketstock and you agree that this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales (without reference to conflicts of law principles).

We and you agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

You consent to service of any required notice or proceedings upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the last address or contact information provided by you in connection with your Membership Account.

Pocketstock Limited allows its registered users (“Members”) to from time to time upload royalty free photographs, images, illustrations, vectors, videos, audio and other media content together with associated keywords, titles, descriptions and other information (collectively “Content”) to the website located at www.pocketstock.com (the “Website”).

A Member can either provide Content on an exclusive or a non-exclusive basis. Uploading Content on a non-exclusive basis generally means that the Member can also make the relevant Content available for commercial use to third parties through other distribution venues. Please click here for a copy of the Pocketstock Non-Exclusive Content Agreement. Uploading Content on an exclusive basis generally means that the Member will only make the relevant Content available for commercial use to third parties through Pocketstock, i.e. on the Website.

This Agreement applies to all Content supplied by you to Pocketstock from time to time on an exclusive basis. Please click here for a copy of the Pocketstock Non-Exclusive Content Agreement.

It contains many important provisions so please do read it carefully and make sure you understand its terms. We recommend that you print a copy of this Agreement for future reference.

1. Introduction

This Agreement constitutes a legally binding agreement between you and Pocketstock Limited (“Pocketstock”, “we”). It sets out the rights and obligations that will apply to you and Pocketstock in relation to

1. all “Mobile Content ” (which means any Content originating from and/or uploaded  through a mobile phone, cellular phone, camera phone or any other mobile device able to make and receive telephone calls uploaded by you onto the Website while you are a Member; and
2. any other Content submitted by you through or uploaded by you onto the Website at a time when your contributor status in the “My Contract” section of the dashboard of your Membership Account shows the word “Exclusive”.

(collectively “Exclusive Content”).

By ticking the relevant box at the end of this Agreement you are agreeing to be bound by the terms of this Agreement.  You understand that you will not be able to become a Pocketstock contributor if you refuse to accept the terms of this Agreement.

2. Submission of Content to the Website

The submission of Exclusive Content by you to Pocketstock is subject to the submission policies and procedures outlined on the Website from time to time which form part of this Agreement.

You acknowledge that no Exclusive Content may be uploaded to the Website that infringes any intellectual property or other rights of any third party or that breaches any applicable law.

Pocketstock may, in its sole discretion, determine which Content uploaded by you through your Membership Account is suitable for posting on the Website (“Published Exclusive Content”). We have the right to refuse to accept or to edit any Exclusive Content for any reason.

If we choose not to accept any Exclusive Content uploaded by you from time to time you may sell such Content through other distribution venues always provided that you must not sell any “similars” of your Published Content (meaning an image or other content that is, in Pocketstock’s reasonable opinion, immaterially different from one or more of your Published Content).   

You agree that although Pocketstock reviews submitted Exclusive Content to determine suitable Published Exclusive Content this is done as a matter of courtesy only. You remain solely responsible for the Exclusive Content you upload and for all consequences of your uploading Exclusive Content to the Website.  

You agree to, upon request by Pocketstock, promptly to provide and upload valid and binding (i) model releases for all Exclusive Content that contains an identifiable face or human figure and (ii) such property releases as Pocketstock may, in its sole discretion, require. Each relevant model or property released has to permit the use of Exclusive Content contemplated by this Agreement.

You agree that Pocketstock has the right, in its sole discretion, to accept, deny, move, edit or remove Exclusive Content and any other material or content uploaded to or posted on the Website by you without prior notice.

3. Appointment and Licence

1. You hereby appoint Pocketstock as your exclusive agent to licence, sub-licence and distribute Exclusive Content produced by you on the terms of this Agreement.
2. You hereby grant to Pocketstock, for all Exclusive Content:
1. i)    the exclusive worldwide right and licence to market and sublicence, through the Website or any other distribution venue owned and operated by Pocketstock from time to time, the right to:
   (A)    modify and alter;
   (B)    upload, post and transmit,
   (C)    (re)package, (re-)publish, display, perform and (re-)distribute;
   (D)    copy, use and create derivative works of;
   (E)    sublicence;
   (F)    produce and sell image products of any kind of;
   the Exclusive Content in any and all media from time to time;
   (ii)    the right to grant perpetual, worldwide and non-exclusive licences or sub-licences to end-users. Pocketstock and the Pocketstock Partners (as defined below) are entitled to determine the terms and conditions of all licences of Exclusive Content  granted by us/them; and
   (iii)    the right, free of charge, to in any way use any Published Exclusive Content for its own business purposes relating to the promotion of the Website, the Published Exclusive Content and to promote the licensing of Published Exclusive Content.
3. You agree that Pocketstock may by email notice to you, using the email last notified by you to us as part of your Membership Account, make some or all of your Exclusive Exclusive Content available for licensing and distribution to other entities owned by Pocketstock or by third party distributors (each a “Pocketstock Partner”).
4. All rights in and to your Published Exclusive Content will remain with you. No title or copyright is transferred or granted to Pocketstock or any third party by you except as provided in this Agreement.

4. Representations and Warranties

By submitting any Exclusive Content to the Website you represent and warrant to Pocketstock that:

1. You have legal capacity and the full power and authority to enter into this Agreement;
2. You are the sole and exclusive legal and beneficial owner of all proprietary rights (including but not limited to copyright) in and to the Exclusive Content and you have the full right and authority to contract with Pocketstock (including to grant the rights hereby licenced to Pocketstock) on the terms of this Agreement.
3. The Exclusive Content is your original work and has not been copied wholly or substantially from any other source or has in any way been obtained in an unlawful manner.  
4. The Exclusive Content and all parts of the same are neither defamatory nor obscene, free of encumbrances and do not infringe the copyright, trademark, right of privacy, right of publicity or any other right of any third party.
5. The end users licence, terms of business or equivalent licence of any design program software that you have used when creating the Submitted Content allows you to incorporate any relevant design elements into the Submitted Content and to licence such Submitted Content to Pocketstock.
6. The Exclusive Content is not subject to any threatened or pending claim or legal action.
7. The Submitted Content does not contain any viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Website or of any computer software or hardware.
8. You have, for each Exclusive Content, obtained all necessary model and property releases required for the use of the Exclusive Content contemplated by this Agreement and these are valid and binding.

5. Indemnity

You agree to indemnify and keep indemnified Pocketstock and its directors, officers, employees, agents and licencees of Published Exclusive Content (each an “Indemnified Party”) harmless from all claims, liability, losses, damages, cost and expenses (including reasonable legal fee and disbursements) arising out of or incurred by a Pocketstock Party as a result of or in connection with

1. any breach by you of this Agreement;
2. any access to or use of the Website (including but not limited to the submission or upload of any Content or other material) by any person using your Membership Account and/or Membership Name, whether or not authorized by you; and
3. any claim threatened or made by any person against a Pocketstock Party on the basis that any of your Submitted Content used within the scope of this Agreement infringes the copyright, right to privacy or publicity or any other intellectual property rights of any third party.    

If we believe, in our discretion, that any situation or matter has arisen which could result in a claim by Pocketstock against you under the indemnity in this clause 5 we are entitled, by notice to you, to assume the exclusive defence of such matter. You will in this case, at your expense, fully cooperate with us in relation to such defence.

6. Remuneration

Pocketstock agrees to pay you royalties equivalent to a designated percentage of any fees received by us in respect of your Published Content that is (on the basis of our records or the records of any relevant Pocketstock Partner) downloaded or otherwise purchased by Members or third parties, in accordance with the Pocketstock royalties and payment policies in force from time to time.

All royalties earned by you from time to time will be credited, in US Dollars, to your Contributor Account which you can find on the dashboard of our Membership Account.

We are entitled to deduct any of the following sums from any balance standing to the credit of your Contributor Account from time to time (each a “Deduction”):

1. cancellations or refunds of any licence fee paid by Pocketstock’s licencees or sub-licencees in relation to any of your Published Content;  
2. previous overpayments to you;    
3. any applicable taxes or other withholdings required by applicable law;
4. any amounts owed to us by you, whether under this Agreement or otherwise, including reasonable legal and other expenses incurred in enforcing this Agreement;

We are not obliged to make any payment of royalties to you unless and until the balance of your Contributor Account exceeds $30/£25/€30 but will otherwise make payment, in US Dollars, for any royalties earned by you in respect of paid for downloads of your Published Content upon your written request, using the payment method chosen by you from the available payment methods on the dashboard of your Membership Account (“Available Payment Methods”). Payment requests are limited to one payment request per calendar month.

If the payment of any royalties from time to time requires the prior submission by you to Pocketstock of any tax forms we are entitled to suspend any royalty payments to you until you have provided the relevant duly completed and signed tax forms.  

We have, pending final determination of your respective liability to us in this regard, the right to suspend any payment of royalties if we reasonably believe that you have breached the terms of this Agreement or any situation has arisen that may result in a claim by Pocketstock against you under clause 5.

7. Termination and Consequences of Termination

You may terminate this Agreement, in relation to Content other than Mobile Content only, at any time by giving us ninety (90) days written notice using creative@pocketstock.com.

Pocketstock may terminate this Agreement with respect to Mobile Content, other Content or both by giving ninety (90) days written notice to the email address last posted by you in relation to your Membership Account.

Upon the termination of this Agreement (i) by you or (ii) by Pocketstock only in relation to Content other than Mobile Content:

1. your relevant Contributor Status for non-Mobile Content on the dashboard of your Membership Account will be changed to “non-exclusive”;
2. you will be deemed to have agreed that all your Published Exclusive Content becomes Published Content (as defined in Pocketstock’s  Non-Exclusive Content Supply Agreement), and the terms of Pocketstock’s  Non-Exclusive Content Supply Agreement will apply to such Published Content in full.

If either you or Pocketstock terminate your Membership Account for any reason, such termination will automatically be deemed notice of termination of this Agreement in relation to all Exclusive Content. Pocketstock will in this case (or if Pocketstock terminates this Agreement in relation to all Exclusive Content) remove all Exclusive Content from the Website and the websites of all Pocketstock Partners within ninety (90) days of termination of this Agreement. Until such removal (the “Transition Period”) Pocketstock and all relevant Pocketstock Partners shall be entitled to continue licensing your Published Exclusive Content on the terms of this Agreement.

During the Transition Period you will not receive any royalties. At the end of the Transition Period Pocketstock will determine the sum standing to the credit of your Contributor Account, make any relevant Deductions  inform you of any balance due to you (“Termination Payment”) by email and then make the Termination Payment to you, using the Available Payment Method elected by you for this purpose and confirmed by you to Pocketstock in writing (“Payment Instructions”).  

Pocketstock will make reasonable commercial efforts to contact you if your Membership Account is terminated for inactivity in accordance with Pocketstock’s Terms of Use by email and post, using the email address and postal address last posted you as part of your Membership Account. If Pocketstock should not receive Payment Instructions from you within three (3) months of the date of Pocketstock’s first communication to you under this paragraph you forfeit all rights, title and interest in any Termination Payment otherwise due to you.

The termination of this Agreement will not in any way affect the rights of licencees or sub-licencees under any relevant Pocketstock Licence Agreements. It will also not prejudice any rights acquired by Pocketstock under this Agreement, the Terms of Use or any Exclusive Content Supply Agreement between us prior to such termination.

Clauses 2, 4, 5, 8 and 12 of this Agreement will in any event survive termination of this Agreement and continue to apply in full.

8. Disclaimer and Limitation of Liability

The Website and the Materials are provided without any guarantees, representations, conditions or warranties whatsoever. We in particular do not represent or warrant that the Website or the Material are complete or accurate or that they will meet your requirements or that their use will be uninterrupted or error free.
To the extent permitted by applicable law, Pocketstock hereby expressly excludes:

1. All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
2. Any liability for any direct, indirect or consequential loss or damage incurred by any user or Member in connection with the Website or in connection with the use, inability to use, or results of the use or exploitation of the Website, any Content published thereon and any websites linked to it, including, without limitation any liability for:
• (i)    loss of income or revenue;
• (ii)    loss of business;
• (iii)    loss of profits or contracts;
• (v)    loss of anticipated savings;
• (vi)    loss of data;
• (vii)    loss of goodwill;
• (viii)    wasted management or office time; and
• for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

In any event Pocketstock’s total maximum aggregate liability under this agreement or in relation to the use or exploitation by you of any or all parts of this Website or the content published thereon in any manner or form whatsoever shall be limited to the fees collected by Pocketstock for the content that is the subject of the claim, but in any event shall not exceed 100 (one hundred) British Pounds Sterling.
The provisions of this clause 8 do not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation, nor any other liability which cannot be excluded or limited under applicable law.

9. Infringement of Your Rights

Pocketstock has no control over and no responsibility for the compliance by its Members or other purchasers of your Published Content with the terms of the Pocketstock Licence Agreements or other relevant agreements. You agree that we have no liability to you in relation to any breaches by such persons of the relevant Pocketstock Licence Agreements or other agreements.

The decision whether or not, or to what extent, to pursue a Pocketstock Member or any other third party for any violation of any Pocketstock Licence Agreement relating to Published Content uploaded by you (or any other infringement of your rights by such Member or third party) is in Pocketstock’s sole discretion. If Pocketstock decides not to pursue any relevant violation or infringement but should you wish to do so we will, at your request and cost, use commercially reasonable endeavours to assist you with the protection of your intellectual property rights.

10. Changes to this Agreement and Application of Other Pocketstock Agreements

Pocketstock has the right to revise and amend the terms of this Agreement from time to time by Pocketstock posting amended terms on the Website. Continued uploading of Content will be deemed acceptance by you of this Agreement as so amended so we encourage you to regularly check the Website for updates.  

You acknowledge that this Agreement applies in addition to our Terms of Use, our Privacy Policy and all other documents and provisions applicable to the use of the Website. In the event that there is any inconsistency between this Agreement and the aforementioned documents the terms of this Agreement will govern.

11. General

The relationship between you and Pocketstock is that of independent suppliers. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between you and Pocketstock.

This Agreement is personal to you and is binding on your heirs, executors and legal representatives, as the case may be. You are not allowed to transfer, assign, charge or otherwise dispose of this Agreement or your rights and obligations under it to any person without Pocketstock’s prior written consent but Pocketstock may do any of these things.
 
If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

If at any time Pocketstock fails to exercise any of its rights or remedies under this Agreement, this will not constitute a waiver of such rights and remedies and will not relieve you from compliance with your obligations under this Agreement.

Unless expressly provided in this Agreement a person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

12. Applicable Law and Jurisdiction

Pocketstock and you agree that this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales (without reference to conflicts of law principles).

We and you agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

You consent to service of any required notice or proceedings upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the last postal address or contact information provided by you in connection with your Membership Account.