About Scoopt

Scoopt.com is an online licensing intermediary supplying Content to third parties including newspapers, magazines and other media contacts ("Media Targets"). Scoopt.com is operated and owned by the Getty Images, Inc group of companies and these terms and conditions are issued to you by one of its subsidiaries Getty Images (U.S) Inc. (referred to herein as “Scoopt”).

• These terms and conditions (“Terms”) apply to all and any use of Scoopt.com, and all images, text and/or videos submitted by you to Scoopt whether by upload, email, MMS, disc or otherwise ("Content").
• By using Scoopt.com you undertake that you are over 18 years of age and are able to accept these Terms.
• By using Scoopt.com you agree to be bound by these Terms.
• If you do not accept these Terms you will not be able to register as a member or use Scoopt.
• If you do not accept these Terms you will not be able to make any submissions.
• Scoopt may make alterations to these Terms from time to time and these variations shall become effective immediately upon being accessible from [need link to new t&cs page here].

What must I do to submit my Content to Scoopt?

• In order to submit Content to Scoopt you must have completed the online registration process and have been accepted as a member. MEMBERSHIP IS FREE and without any commitment on your part.
• You warrant and undertake that all the information supplied during registration is truthful, complete and correct. In the event that the information you have supplied transpires to be incomplete or incorrect you agree to indemnify Scoopt against any loss or damage incurred by Scoopt and the Media Target to whom your Content may be licensed or sold.
• By using Scoopt you undertake that you have the necessary hardware, software and capability required for you to submit Content, email and web usage and when required you are able to supply the Content in digital format.
• The username and password issued to you upon registration with Scoopt is personal to you in order to facilitate your use of and access to Scoopt and must not be disclosed to any third party without Scoopt’s prior written consent.

Once you become a member

• Once your membership has been verified you will be entitled to submit Content. It is highly recommended that you keep a personal copy of the Content you submit as Scoopt does not guarantee that Content will be maintained on Scoopt’s website nor that it will be able to return any Content.
  
  Submitting images and/or videos :
• By submitting images and/or videos to Scoopt you accept and understand that you are granting Scoopt the exclusive worldwide licence of the copyright and all intellectual property rights in the Content for an initial period of twelve (12) months and that this licence shall automatically continue on a non-exclusive basis after the first twelve (12) months.
• When you submit images using the direct upload method, you will be required to provide information about the Content.
• Where Content is submitted by MMS or email, you should provide full information with the submission.
• Failure to provide information will mean that Scoopt may be unable to exploit your Content and will most likely reject your submission.
• The information you provide is vital in order for Scoopt to assess the future prospects of images and/or videos submitted. You warrant and undertake that the information you provide is truthful, complete and correct. In the event that it transpires that any of the information is incomplete or untrue you agree to indemnify Scoopt and Media Targets against any loss or damage arising as a result.
• Scoopt shall decide whether it believes your images and/or videos to be marketable.

Your Content

• You guarantee that the Content is your own original work and if any part is not, then you have in place all relevant assignments necessary for the transfer and licence granted under the Terms of this Agreement to be effective. For the sake of clarity you also guarantee that you are and will be entitled to transfer and licence the rights in the Content including copyright and all other intellectual property rights. You agree to indemnify Scoopt and Media Targets against your breach of this clause.
• You also waive any so called moral rights in the Content including the right to be named and credited as its creator. Scoopt will however use reasonable efforts to ensure that you are credited as the creator of the Content with each use made of them. However you recognise that it may not be possible for commercial reasons determined by Scoopt acting reasonably. You agree that Scoopt may make such changes and additions to the Content as Scoopt deems necessary or appropriate.
• You further agree that during the currency of the exclusive licence period of this Agreement -- i.e. for 12 (twelve) months following the submission of Content -- you will:
    (a)  not appoint another person to represent you for the marketing, promoting, licensing and otherwise commercially exploiting of Content;
     (b)  advise and notify Scoopt of any contact made to you by such persons for such Content;
    (c)  not make any representation or statement for or on behalf of Scoopt or relating to the Content to any third party.
• You agree and undertake that you will not submit to Scoopt any Content that:
    (a)  is unlawful or which gives rise to civil or criminal liability;
    (b)  infringes upon the intellectual property rights of any third party.
    (c)  is technically harmful such as computer viruses, worms, logic bombs or other malicious software or harmful data;
    (d)  contains abusive, illegal, pornographic, defamatory, untrue, obscene, inflammatory or racist material whatsoever;
    (e)  is not a "true" photo i.e. an image that has been altered from its original state for example without limitation by airbrushing, amalgamation of images, cropping images unnaturally to alter the context of the Content, etc;
    (f)  harasses any person;
    (g)  solicits, invites, encourages, advocates, incites or provokes any or all of the foregoing
    (h)  does not comply with the Scoopt 'keeping it legal' guide (accessible when you sign in to the site as a member).
• You further agree that in any activity undertaken following use of and related to your use of Scoopt you will not in any way conduct yourself in a manner which is unlawful or which gives rise to civil or criminal liability or which might call into disrepute Scoopt or the Media Targets.
• You agree to indemnify and hold harmless Scoopt and Media Targets against all liability it may have in respect of and arising out of your use of the Scoopt services and your submissions of Content.

Your agreement with Scoopt

• In return for Scoopt reviewing your Content and, if it deems it suitable, marketing, promoting and commercially exploiting the Content and agreeing to pay you the sums set out in this Agreement as they are due, you agree for 12 (twelve) months from the date of submission:
    (a)  to appoint Scoopt as your exclusive representative for the marketing, promoting and commercially exploiting of Content submitted to Scoopt;
    (b)  to grant to Scoopt a worldwide exclusive licence of all copyright and other intellectual property rights in submitted Content. Scoopt shall thereafter be entitled to use the Content in all and any manner and media it chooses including (but not limited to) the right to sub-licence, modify or adapt the Content;
• During the first 12 (twelve) months following submission you cannot seek to licence, display, sell, use or otherwise deal in the Content, nor must it be published or offered to any third party whether for consideration or otherwise.
• Where Scoopt deems Content suitable, Scoopt shall use reasonable endeavours to market the Content to potential licensees.
• Once the 12 (twelve) month exclusive licence expires you hereby grant to Scoopt a perpetual non exclusive licence of all intellectual property rights in the Content for Scoopt to include the Content in an online stock library and to permit Scoopt to grant non exclusive sublicences to third parties for use of the Content in whatever way as Scoopt shall see fit.
• Scoopt will have complete and sole discretion regarding the terms, conditions and pricing of Content licensed to Media Targets. Scoopt will have complete and sole discretion as to delivery methods and distribution of the Content, including using distribution partners to sub-license the Content outside of the UK
• You agree that Scoopt or a Media Target  may include your Content in a product or service that might also contain Content from a different person (such as for example, within a bundled disk product or with online subscription products).
• You agree that Scoopt may use your Content for promotional purposes including but not limited to print or web publication in direct relation to media articles about Scoopt.
• You may at any time inform us by email that you wish to revoke your Scoopt membership, whereupon all licenses and rights held by Scoopt with relation to your Content will lapse provided you notify us 1 (one) month in advance. Once the exclusivity period has ended, you may revoke your Scoopt membership at any time provided you notify us 1 (one) month in advance. If you wish to revoke your membership during the 12 month exclusivity period, then your membership will terminate 1 (one) month after the exclusivity period has ended.
• Your personal details and any Content you have submitted will then be permanently deleted from our site one month later or, in the case of Content that are still subject to an exclusive period, one month after the end of that period. 

What happens when Scoopt successfully licenses your Content?

• In the event that Scoopt successfully markets the Content to a Media Target, Scoopt shall use reasonable skill and care to negotiate a licence or assignment fee with the Media Target. For the avoidance of doubt you shall not be entitled to engage in nor shall you be consulted during negotiations with prospective Media Targets.
• Scoopt shall be entitled to license, assign and otherwise market the rights it has to any accepted Content in any way it reasonably sees fit.
• If your Content is successfully licensed to a Media Target you may be required to provide bank details or other details, and/or to complete and submit certain tax forms to the US tax authorities. You will be contacted by Scoopt in this regard. Any failure to provide requested details or to submit appropriate tax forms may result in royalty payments being withheld and/or additional taxes being deducted.  
• Scoopt can make such alterations, adaptations or changes to the Content as it sees fit.  

So when do you get your share of the money?

• Your compensation under this Agreement will be forty percent (40%) of the Net License Receipts (defined below) in connection with the license of the Content by Scoopt.
• This compensation will be paid by the 25^th of the month that begins three (3) months after the month in which licenses are invoiced or otherwise charged by Scoopt, or reported to Scoopt by a licensee of Scoopt.
• “Net License Receipts” will be computed as gross license receipts less any deductions of sales, use or any other taxes (excluding taxes on net profits of Scoopt or any licensee, and except withholding taxes imposed on remittances to Scoopt from countries other than Scoopt country of incorporation), levies and duties, collection fees and expenses (but not including web affiliate fees) and client credits arising out of or resulting from any license of the Content.
• If any products or services contain images from a different contributor in addition to your Content (such as for example, within a bundled disk product or online subscription product), the Net License Receipts will be determined: (i) according to the ratio of the image(s) comprising Content in a product or service to the total number of images in such product or service; or, in Scoopt’s discretion, (ii) based on the relative retail value of the Content in a product or service compared to all other images or materials used in the product or service.
• Payment will be made, at Scoopt’s discretion, either by electronic transfer or into your PayPal account (if you have one) or by direct transfer to your nominated bank account or by cheque .
• Scoopt will send a statement detailing any sums due to you in respect of the exploitation of the Content.
• Scoopt shall keep full financial books and records relating to the Content.

Liability

• Scoopt shall be liable only to provide its services with reasonable skill and care and gives no other warranty in connection with Scoopt.
• Subject as aforesaid, to the maximum extent permitted by law, Scoopt excludes liability for any loss or damage of any kind howsoever arising, including without limitation any direct, indirect, punitive or consequential loss whether or not such arises out of any problem you notify to Scoopt and Scoopt shall have no liability to pay any money by way of compensation, including without limitation all liability in relation to:
• any incorrect or inaccurate information on Scoopt and all interruptions to or delays in updating the service;
• the infringement by any person of any Intellectual Property Rights of any third party caused by their use of Scoopt;
• any amount or kind of loss or damage due to viruses or other malicious software that may infect a user's computer equipment, software, data or other property caused by persons  accessing, using or downloading Scoopt, or from transmissions via emails or attachments received from Scoopt or its licensees
• all representations, warranties, conditions and other terms which but for this notice would have effect.
• Scoopt does not warrant that the operation of Scoopt will be uninterrupted or error free.
• Scoopt does not warrant that the Content will maintained on Scoopt’s website after the Content has been licensed or sold, nor does Scoopt warrant that the Content will be returned .
• These terms above shall not limit any rights you might have as a consumer that may not be excluded under applicable law nor shall it exclude or limit Scoopt’s liability for death or personal injury resulting from its negligence nor any fraudulent representation.

Termination

• Scoopt shall be entitled to terminate this Agreement and immediately remove, cancel or suspend access to and use of Scoopt upon your breach of any part of these Terms whatsoever.
• Termination shall be without prejudice to the accrued rights of either party.
• Scoopt shall not be liable in any amount for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war or act of God.
• Either party may terminate this Agreement immediately by written notice if the other:
    (a)  commits any material breach of any term of this Agreement which (in the case of a breach capable of being remedied) shall not have been remedied within 14 days of a written request to remedy the same;
    (b)  is adjudged insolvent, bankrupt or is unable to pay its debts as they fall due, or makes an assignment for the benefit of its creditors generally.

General

• Each party to this Agreement shall act in good faith towards the other.
• You agree to keep confidential all secret or proprietary information of Scoopt that is disclosed to you.
• Each sub-clause or part of such sub-clause of this clause constitutes an entirely separate and independent restriction. If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood by each of us that such invalidity or unenforceability will not affect the remaining restrictions.
• This Agreement sets out the entire agreement and replaces all other agreements between the parties relating to the subject matter of this Agreement.
• No failure to exercise and no delay in exercising any right under this Agreement shall be a waiver of it nor shall such prevent any other or further exercise of it or any other right. Except as provided above there are no other warranties, conditions or other terms, express or implied, statutory or otherwise, and all such terms are hereby excluded to the maximum extent permitted by law (but subject to your statutory and common law consumer rights).
• All questions, comments or enquiries should be directed by email to contact@scoopt.com or by post to Scoopt at Hillington Park Innovation Centre, 1 Ainslie Road, Glasgow G52 5RU.
• Scoopt acts as principal on its own account and not as agent for you or any other person.
• If Scoopt does not enforce any provision of this agreement such will not be considered a waiver of any provision or right.
• In the event that any part of these terms and conditions is held to be unenforceable, such part will at Scoopt’s option be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.
• These terms and conditions constitute the entire agreement between you and Scoopt and shall apply to the exclusion of all other terms or conditions of contract which you may purport to propose.
• Use of Scoopt and these terms are subject to the laws of England which shall exclusively govern the interpretation, application and effect of all the above permissions, exclusions, licences and conditions of use and shall be construed in accordance with the laws of England and the parties submit to the exclusive jurisdiction of the English courts.

Use of the Scoopt Website

• You MAY download and use Scoopt solely for your private, non-commercial, personal use only.
• You may not sub-license or deal in this right without Scoopt 's prior written permission.
• Accordingly, you undertake not to:
    (a)  use Scoopt for any commercial or business purpose other than with Scoopt;
    (b)  use your access to Scoopt, or information gathered from it, for the sending of unsolicited bulk email.
• Third party web sites with links from Scoopt have not been verified or reviewed by Scoopt and use and access of such third party web sites is made at your own risk.
• All email communications sent by Scoopt and attachments thereto are intended only for the addressee and/or others authorised to receive them.

Copyright, Trade Marks and other Intellectual Property Rights

• All copyright, design rights, database right, patents, and any rights to inventions, know-how, trade and business names, trade secrets and trade marks (whether registered or unregistered) and any applications therefore  (“Intellectual Property Rights”) in Scoopt belong to and vest in Scoopt, or are licensed to Scoopt unless otherwise specified. All such rights of Scoopt are hereby asserted and reserved.
• You must retain all copyright notices and other proprietary notices contained on Scoopt.
• You shall not:
• hack, attempt to hack, distribute, modify, transmit, re-use, re-post, or use any or all of Scoopt or the information contained therein for any purpose other than as set out above;
• make any public or commercial use without Scoopt’s prior written consent;
• provide hypertext links, URL Links, graphic links, hyperlinks or other direct connection for profit or gain to Scoopt without Scoopt ’s prior written permission;
• display, publish, copy, print, post or otherwise use Scoopt and the information contained therein for the benefit of any third party or web site without Scoopt’s prior written consent;
• process or otherwise use the information contained on or within Scoopt for any illegal or immoral purpose nor use or process the same unfairly.