EXPLOREST CONTRIBUTOR AGREEMENT
This agreement (“Agreement”) is made between Explorest, Inc. (“Explorest”) and you. By providing your electronic signature, you agree to the following terms.
The materials located at www.explorest.com, all subdirectories, and the associated mobile application (collectively the “App”), are provided by Explorest. The purpose of Explorest is to provide highly personalized location guides written by Contributors on where and how to photograph the most amazing places in the world. Explorest is a marketplace where Users can view photographs of travel locations and purchase information about those locations from Contributors. Sometimes Users become Contributors, and sometimes Contributors become Users. This Agreement applies to Explorest’s relationship with you as a Contributor. You can read the User Terms and Conditions pertaining to this agreement here https://www.explorest.com/legal/terms.html.
Account means your personal account with Explorest.
Account Information means the information you provide when you set up your Account, including but not limited to full name, a profile picture, profile description, social media links.
Base Exchange Rate means a system-wide rate used by Explorest for foreign currency conversion and does not include any fee or mark-up by Explorest. The rate is established using one or more third parties and is fixed periodically. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.
Revenue means Net Amount less any refunds paid.
Gross Amount means the amount actually received by Explorest for purchases by Users to access all Photo Location Insights after third-party mobile platform fees. Please note that for mobile application sales, mobile platforms such as Apple and Google typically apply fees up to 30% of the Sale Price.
Net Amount means Gross Amount less Taxes
Photographs means images owned by the Contributor and submitted to Explorest.
Contributors means the individuals or parties who contribute PLIs on the App and are not Explorest’s employees or agents.
Photo Location Insights (or “PLIs”) means photography location information intended to assist Users in discovering new places to visit and shoot photography. PLIs are created by Contributors and include information about directions to the location, the best time to visit, photography tips, and other additional information about the associated photograph.
Sale Price means the actual sale price to access all the Photo Location Insights. The Sale Price will vary based on the duration of access the User purchases and terms of the third-party mobile platform.
Sale Currency means the currency of the sale. This is determined by terms of the User’s third-party mobile platform.
Submitted Content means data the Contributor submits to Explorest that is related to the Photo Location Insights, EXCLUDING Photographs.
Subscription Fees means the fees charged to Users to provide access to all Photo Location Insights (or PLI) set by Explorest. The Subscription Fees will vary based on the duration of access the User purchases, such as one month or one year.
All other capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in Explorest’s User Terms and Conditions https://www.explorest.com/legal/terms.html.
As a Contributor, you are contracting directly with Explorest, Inc, a California company in the United States of America. Additionally, although Explorest may utilize other Company subsidiaries to facilitate payments to you, your contract remains between you and Explorest, Inc.
Explorest desires to retain you to perform certain valuable services for Explorest on an independent contractor basis, and you desire to perform such services.
Your Relationship with Users
Contributors do not have a direct contractual relationship with Users. You will not have a way to contact Users directly within the App, and Users will not have a way to contact you directly within the App. You understand and agree that you will indemnify Explorest for any issues arising out of direct contact you have with Explorest Users otherwise.
License to Explorest - Photographs
YOU HEREBY GRANT EXPLOREST A NON-EXCLUSIVE RIGHT AND LICENSE TO REPRODUCE, DISTRIBUTE, DISPLAY, OFFER, MARKET AND OTHERWISE USE AND EXPLOIT THE PHOTOGRAPHS THROUGH THE APP ONLY, WITH THE EXCEPTION OF LIMITED USE OUTSIDE THE APP FOR MARKETING PURPOSES. YOU GRANT EXPLOREST THE RIGHT TO SUBLICENSE THE PHOTOGRAPHS TO USERS AND THIRD PARTIES SOLELY FOR THESE PURPOSES. YOUR PHOTOGRAPHS WILL NOT BE SOLD TO ANYONE, AND WILL ONLY BE VIEWABLE WITHIN THE APP WHILE USERS ARE VIEWING THE PLI. THE APP DOES NOT PROVIDE FUNCTIONALITY FOR USERS TO DOWNLOAD YOUR PHOTOGRAPHS. You have the right to request that Explorest remove your Photographs from the App at any time by notifying Explorest in writing at email@example.com. Removal of your Photograph will terminate the license to Explorest immediately. However, any sublicensed rights given to Users prior to that time will continue in accordance with the terms granted to such Users. Explorest reserves the right to remove your Photographs and any related Submitted Content or PLI at any time for any reason. Notwithstanding the foregoing, Contributor shall retain all rights with respect to the Photographs which are not expressly granted to Explorest herein and Contributor may exercise, sell, license, or otherwise dispose of such rights at any time.
Other Intellectual Property
Explorest shall be the sole owner of all intellectual property rights in your Submitted Content, the App, and all materials relating to thereto other than the Photographs. Explorest may revise your Submitted Content at any time. You hereby assign all rights in your Submitted Content to Explorest.
As a Contributor, you represent, warrant, and covenant that:
- You will be responsible for any factual inaccuracies in your Submitted Content. You further agree that you own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize Explorest, to reproduce, distribute, publicly perform, publicly display, communicate to the public, promote, market and otherwise use and exploit any of your Submitted Content or Photographs on and through the App in the manner contemplated by this Agreement;
- No Submitted Content or Photograph shall infringe or misappropriate any intellectual property right of a third party;
- You will not engage in any activity that will require Explorest to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public display of Photographs;
- Your use of the App is subject to Explorest’s approval, which Explorest may grant or deny in its sole discretion;
- You will maintain accurate Account information;
- You are at least 18 years of age and otherwise capable of entering into this Agreement.
Explorest will provide Users with access to your PLIs by subscription for a Subscription Fee. Subscription Fees will be set by Explorest and may be changed by Explorest at any time. Explorest reserves the right to provide potential Users with free access to PLIs on a limited basis for the sole purpose of marketing the App and seeking to increase the number of User subscriptions.
Fifty-percent (50%) of the Net Amount received on a monthly basis (“Period”) from User Subscription Fees less any applicable deductions, such as User refunds, shall be distributed by Explorest proportionally to Contributors (“Standard Revenue Share”). Your share of the Standard Revenue Share will be determined each month based on Users’ usage of the PLIs you have contributed, as a proportion of the Users’ total usage of all PLIs contributed by all Contributors, as defined in the Standard Revenue Share Calculation Addendum https://www.explorest.com/legal/standard-revenue-share.html. If Explorest changes the Standard Revenue Share, we will provide you thirty (30) days’ notice via email.
To pay you in a timely manner you must have a PayPal account in good standing and keep Explorest apprised as to the correct email address associated with your PayPal account. Payment will be made within forty-five (45) days of the end of the month in which the fee for access to PLIs was received. You are responsible for providing Explorest with all identifying and tax information necessary for the payment of amounts due. You are also responsible for determining whether you are eligible to be paid by a United States company.
You acknowledge and agree that Users have the right to receive a refund. Neither Contributors nor Explorest shall receive any payments, fees or commissions for any transactions for which a refund has been granted. In the event that a User requests a refund for purchasing access to PLIs after Explorest has sent you a payment for that purchase, Explorest reserves the right to either (1) deduct the amount of such refund from the next payment to you, or (2) require that you refund any amounts refunded to Users for PLI if no additional payments are due from Explorest to you or such payments due to you are insufficient to cover the amounts refunded to Users.
You understand and agree that you are responsible for any taxes on your income.
Deletion of Your Account
If you wish to delete your Account, you may do so by emailing firstname.lastname@example.org. We will use commercially reasonable efforts to make any remaining scheduled payments due and owing to you prior to deleting your Account. You are responsible for updating your payment information in writing via email to Explorest.
You hereby understand and agree that if User(s) have previously purchased access to your Photo Location Insights, after your Account has been deleted your name and such Photo Location Insights may remain accessible to those such Users. Should you require any assistance or encounter any difficulty in deleting your Account you may also contact us via email at email@example.com and we will make commercially reasonable efforts to respond to your request within 24 hours.
If you delete your Account without notifying Explorest in writing via email, Explorest retains the rights granted to it herein with respect to your Photographs and Submitted Content. If Explorest is unable to remit payment due to your failure to update payment information, you forfeit such payments owed to you after 90 days.
Modifications to This Agreement
From time to time Explorest may update this Agreement to clarify its policies or reflect new policies or practices. Explorest reserves the right to modify and/or make changes to this Agreement at any time. If material changes are made Explorest will notify you by email sent to the email address specified in your Account or by posting a notice on the App. All modifications will become effective on the day they are posted unless stated otherwise. If you continue to use the App, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by this Agreement as modified. The revised Agreement supersedes all previous Agreements.
This Explorest Contributor Agreement was last updated on April 11th, 2018.