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In order to continue to register:

  • Please read the Representation agreement carefully
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  • You must accept the Representation agreement in order to continue registration

Africa Media Online reserves the right to refuse applications that do not comply with the stated terms and conditions. Any updates to the contract will come into effect 45 days after being posted here : Contract Updates

REPRESENTATION

Should your application to be a contributor to Africa Media Online be successful you agree to the following terms:

("Media Professional "/ "You"/ "Your") which expression shall, where the context admits, include Media Professional's executors, administrators, heirs and assigns or successors in business.

("Africa Media Online "/ "We"/ "Us") which expression shall, where the context admits, include Africa Media Online's executors, administrators, heirs and assigns or successors in business.

Special Terms


Territory: World

Initial Duration: 3 years

Agency: (see clause 5)
Non-exclusive

Fee 40% (see Clause 8)

THE AGREED TERMS:

  1. APPOINTMENT
    • The Media Professional wishes to appoint Africa Media Online to exploit all rights in any media including Images, Audio, Text and/or Multimedia throughout the Territory in all publishing and broadcast.
  2. THE MEDIA FILES
    • "Media Files" means:
      • Images, Audio, Text and/or Multimedia files we are holding under any previous agreement(s) with you.
      • Images, Audio, Text and/or Multimedia files, including write-ups and captions and other rights management information which at any time during the term of this agreement You deposit with Africa Media Online.
    • You undertake to deliver the Media Files correctly and properly captioned to Africa Media Online.
    • The Media Files remain Your Property and You should, at Your discretion,insure their replacement value. While proper care will be taken of the Media Files, Africa Media Online shall not be responsible for any loss or damage to the Media Files however caused.
    • Africa Media Online reserves the right to edit pictures submitted for inclusion on its web site and to reject Media Files that it determines are not in its interests to represent or which do not conform to its technical specifications. You agree that such editing is entirely at the discretion of Africa Media Online.
    • Africa Media Online may at any time return Media Files which it considers outdated or surplus to its requirements and any such material will no longer form part of the Agreement.
  3. WARRANTIES
    You warrant that:
    • The Media Files are and will be Your original work;
    • All captions or rights management information pertaining to the Media Files are and will remain full and accurate;
    • Should an image be identified by You as having a model or property release, that you have such model or property releases in your possession, that the model releases are the bona fide signed model releases for the persons depicted in the image, and that the property releases are the bona fide signed property releases for the properties depicted in the image, and that such releases grant permission for all commercial exploitation of the image subject to any restrictions indicated by You;
    • You are and will remain during the term of this Agreement, the exclusive owner of the whole copyright in the Media Files;
    • You are the exclusive owner of the rights to grant, market, license, sell or assign all rights in the Media Files, including but not limited to the rights to grant reproduction rights in the Media Files for print, motion picture, television, video, cable, computer, radio, cartoon, merchandising and/or Internet, to make the Media Files available on electronic equipment, CD-ROM, DVD and other similar media or via the Internet, and to include them in any catalogue, Internet sites or marketing in any form ("the Rights");
    • You hold all permissions needed for the exploitation by third parties of the Rights, including, without limitation, from subjects or owners of products or property depicted in the Media Files and/or original clients for whom the Media Files may have been created. Any exercise by Africa Media Online of the Rights shall not violate the rights of any third party (including, without limitation, the rights of the subject of the Media Files), in particular with regard to laws relating to trade mark, copyright, privacy, publicity and defamation within South Africa or elsewhere;
    • You have not entered into any agreement in respect of the Media Files which would adversely affect the Rights EXCEPT arrangements and restrictions specifically noted to Africa Media Online and set out in Schedule A;
    • There are and will be no claims by any other party in connection with the use or reproduction of any of the Media Files;
    • You will maintain accurate records and send Africa Media Online copies of all rights granted by You in any of the Media Files;
    • You will reply to any requests by Africa Media Online for information or rights clearances within 3 days of the request. If you do not respond within three days, the rights will be deemed cleared.
  4. INDEMNITIES
    • You will indemnify, defend (at the request of Africa Media Online) and hold Africa Media Online and its sub-licensees and assigns harmless against any prejudice, damage, liability or costs (including reasonable lawyers' fees) which any of the indemnified parties incur arising from or in respect of any claim that there has been a breach of Your representations and warranties in this Agreement. This paragraph will remain in force after the termination or expiration of this Agreement.
  5. RIGHTS
    • You hereby appoint Africa Media Online as Your Non-exclusive licensee to exploit all Rights in the Media Files in the Territory in all media whether current or yet to be developed.
    • For the avoidance of doubt, if the Territory is not the World, Africa Media Online may grant any Rights, including world-wide Rights to clients within the Territory.
    • Unless otherwise notified in advance and set out in Schedule B, Africa Media Online has full authority to negotiate all terms of commissions and licences and reproduction rights in the Media Files including the fee, duration and scope of any licence. You authorise Africa Media Online to agree to any cropping, manipulation, combining and creation of derivative Media Files and also the negotiation of credit lines. Africa Media Online is free to negotiate licences for terms capable of exceeding the Duration of this Agreement. Africa Media Online will obtain prior consent from You for any licence exceeding the Duration of this Agreement which involves the sale of exclusive rights to a client.
    • Africa Media Online has the right to scan or make prints or duplicates of any Media Files, keyword any Media Files and store and deliver them digitally. Africa Media Online reserves the right to charge You the cost (plus VAT if applicable) of scanning or making prints or duplicates of Your Media Files or keywording Your Media Files, any such charge to be agreed with You in advance in the Special Terms or otherwise. For the avoidance of doubt, no charge will be made to You unless You agree to it in advance.
  6. EXCLUSIVITY
    • There is no restriction on Your placement of Media Files.
    • If You place any Media Files owned by You with any other agency then You will forthwith notify us of the name of the picture library or agency, and the territory, and whether the Media Files have been placed exclusively or non exclusively and, if our agreement is non exclusive with respect to any Image, whether any of the Media Files have also been placed with Africa Media Online.
    • If Africa Media Online has scanned or retouched any Media Files or keyworded any Media Files pursuant to Clause 5.4 above and has not charged You the cost, or has in any way subsidized the cost or arranged for the subsidization of the cost, and such work has been done by agreement with You in writing, then Africa Media Online has Sole Rights to represent the Media Files for the period of 3 (three) years from the date on which those digitised Media Files were made available to markets. For the avoidanced of doubt, "Sole Rights" means You have the right to sell use rights to markets Yourself at any time. Africa Media Online, however, is the only other Licensee that may represent the Media Files. No other Licensee may be appointed during the period in which Africa Media Online holds Sole Rights.
    • You undertake not to authorise, license, assign or permit any party to use the Media Files or any Media Files confusingly similar to them including outtakes or Media Files showing similar subject matter which for any reason may cause confusion or may derogate from the Rights nor to exercise any of the Rights in any way which would conflict with Africa Media Online's exercise of the Rights or the commercial exploitation of any of the Media Files.
  7. APPOINTMENT
    • Africa Media Online shall act as Your independent licensee in respect of the Media Files and does not act as an agent. Africa Media Online will invoice in respect of all commissions or licences granted.
    • Africa Media Online reserves the right to use subagents or licensees in overseas territories or to sublicense Your work through portals or other such electronic agencies and to negotiate commission payable to such agencies.
  8. FEE
    • For the purposes of this clause;
      • "Fee" means the proportion of the Net Revenue which Africa Media Online will pay You under this Agreement.
      • "Net Revenue" means the gross income derived from the exploitation of the Rights, less
        • any amounts deducted by subagents or licensees, whether overseas or electronic;
        • expenses paid by the client;
        • Value Added Tax;
        • International Withholding Tax;
        • Bank fees accrued in the transfer of monies.
    • Africa Media Online shall pay you as Fee
      • The proportion of the Net Revenue specified in the Special Terms as Fee; plus
      • If you send us an appropriate VAT invoice, VAT at the currently prevailing rate. You must inform Africa Media Online whether You are registered for VAT and must inform Africa Media Online if at any time the position changes.
  9. PAYMENT

    Africa Media Online will remit payment and supply the Media Professional with the relevant documentation regarding sales once payment has been received from the client. Such payment will be made by the last day of the month following the month in which payment was received by Africa Media Online from the client. However, if the amount due is under R1000 payment will be carried forward to the following quarter.

  10. BOOKS AND RECORDS

    You or Your professionally qualified financial adviser shall be entitled to inspect the books and records of Africa Media Online, relating only to the Media Files, at the offices of Africa Media Online during normal business hours provided You give reasonable notice of at least seven days to Africa Media Online and there is no more than one inspection in any calendar year. Africa Media Online shall forthwith pay You any sums found due on such examination.

  11. NON RESIDENCE

    If You are resident outside South Africa, You and Africa Media Online will negotiate with a view to obtaining a certificate of non residence so that any commission payable by Africa Media Online to You may be remitted without deduction of income tax or withholding tax. Unless such a certificate is obtained Africa Media Online may deduct appropriate withholding tax from all monies paid to You.

  12. ADVERTISING AND PROMOTION

    You agree that the Media Files may be used at Africa Media Online's option without charge in any catalogue, CD-ROM or website, advertising or PR activities designed to promote either You or Africa Media Online and agree that any such promotional items may be distributed by Africa Media Online worldwide for up to five years, notwithstanding the earlier termination of the Agreement for any reason. For the elimination of doubt, this clause does not refer to Africa Media Online having rights to continue distributing and/or representing Your collections, but rather to the right to continue distributing the marketing material it has created to promote Your collection and other collections it represents.

  13. LITIGATION

    Each party shall promptly inform the other of any actual or suspected infringement of copyright, loss of Media Files, breach of moral rights or other matter giving rise to threat of proceedings or claims or demands in respect of any of the Media Files. You and Africa Media Online shall negotiate in good faith with a view to cooperating in any proposed legal proceedings but Africa Media Online shall be under no obligation to institute any legal proceedings nor take steps for the recovery of any fees payable in respect of use of the Media Files whether permitted or unauthorised.

  14. SUPPLY OF Media Files
    • Unless otherwise negotiated You agree to supply Africa Media Online with a minimum of 50 quality Media Files written onto a CD or uploaded to the Africa Media Online site if your application is approved.
    • Unless otherwise negotiated You agree to supply Africa Media Online with a minimum of 50 quality Media Files written onto a CD or uploaded to the Africa Media Online website every 6 months from the commencement of this agreement until termination.
    • You agree that sending hard copies, DVDs, CDs hard drives or any other media to and from the Africa Media Online server is for Your own account.
  15. DURATION
    • This Agreement shall continue for the Duration set out in the Special Terms and thereafter until terminated by either party giving at least 12 months' written notice to the other. The termination shall not prejudice any licences then existing or any negotiations which Africa Media Online has properly entered into with any third party prior to the date of termination.
    • Termination of this agreement shall not come into effect for any Media Files to which Clause 6.3 is applicable, until the full period, set out in Clause 6.3, has expired.
    • Either party may terminate this Agreement immediately by notice in writing to the other if the other;
      • is declared bankrupt or goes into liquidation or receivership or an administrative receiver is appointed over all or any part of its assets or a meeting of creditors is called; or
      • breaches any terms of this Agreement which breach is not capable of effective remedy; or
      • breaches any term of this Agreement which is capable of remedy but which is not remedied within 30 days of the date of the notice specifying the breach and requiring that party to comply with that term.
    • After Termination;
      • no further licences shall be granted, and
      • Africa Media Online shall return to You by a safe method affording proof of delivery any Media Files and any scans, prints, duplicates or keywording for which you have paid pursuant to clause 5.4 or 16.3.2, as soon as reasonably practical. Africa Media Online will enclose a delivery note detailing and totalling the returned Media Files and will send a copy of that note by separate post, fax or email. All reasonable endeavours will be made by Africa Media Online to return the Media Files within 12 months of termination; and
      • Africa Media Online shall delete any digital Media Files within 28 days.
  16. FEES AFTER TERMINATION

    Following termination for any reason, Africa Media Online shall be entitled to be paid by You its share of Net Revenue plus VAT on all exploitations of Rights negotiated during the term or on extensions or renewals thereof, irrespective of whether such income is received during the term or at any time thereafter.

  17. ENTIRE UNDERSTANDING

    This Agreement supersedes any previous agreement between the parties relating to the Media Files and constitutes the entire understanding between the parties and is binding upon them, their executors, successors or assigns. It may not be varied except in writing signed by both parties.

  18. DISPUTES AND GOVERNING LAW
    • Any dispute arising at any time between the parties in regard to the affairs of this Agreement which cannot be resolved between the Parties on their own should be submitted to mediation by a mediator agreed to by both parties. Should such mediation fail, then the matter will be decided by arbitration.
    • The arbitration shall be handed over for arbitration to the Arbitration Foundation of South Africa (AFSA), and shall be held in Pietermaritzburg unless otherwise agreed upon by both parties in writing.
    • The arbitrator or arbitrators shall be appointed by the Foundation. If there is a dispute as to the appointment of the arbitrator, such dispute shall be referred to the President, for the time being, of the Natal Law Society on application by any of the parties to the dispute.
    • Arbitration shall be carried out in accordance with the rules of the Foundation. The rules of the Foundation can be found at: http://www.arbitration.co.za.
    • The costs of arbitration are to be divided equally between the Parties.
    • The parties hereby irrevocably agree that the decision of the arbitrator in any such arbitration proceedings shall be final and binding upon them.