Contributor Submission Agreement

Effective Date: May 6, 2026 · Last Updated: May 6, 2026

This Contributor Submission Agreement ("Agreement") is between Broadimage ("Broadimage", "we", "us") and the photographer, videographer, or other content creator who registers a contributor account or submits content through upload.broadimage.com ("Contributor", "you").

1. Parties and effective date

This Agreement is effective on the earlier of (a) the date you accept these terms when registering a contributor account, or (b) the date you first submit Content to Broadimage through any channel. The Agreement remains in force until terminated under Section 13.

2. Definitions

• "Content" means photographs, video, audio, captions, metadata, and other media you submit to Broadimage.
• "Accepted Content" means Content that Broadimage has reviewed and approved for distribution.
• "Editorial Use" means use in news reporting, commentary, criticism, education, documentary, biographical, historical, journalistic, scholarly, or otherwise newsworthy contexts where the use is for informational or reportorial purposes consistent with widely-accepted editorial standards.
• "Customer" means an entity that licenses Accepted Content from Broadimage or an authorized Distributor.
• "Distributor" means a third-party agency or platform with whom Broadimage has a distribution agreement to sub-license Content to Customers.
• "Net Revenue" means amounts actually received by Broadimage for the licensing of Accepted Content, less applicable taxes, refunds, chargebacks, payment-processor fees, and (for sales through Distributors) the share retained by the Distributor.
• "Royalty Period" means a calendar month.
• "Territory" means worldwide.
• "Affiliate" means any entity controlling, controlled by, or under common control with Broadimage.

3. Submission and acceptance

You may submit Content through the contributor portal. Broadimage reviews all submissions and accepts, rejects, edits captions or metadata, re-categorizes, or removes Content at its sole discretion. Broadimage is not obligated to accept any specific submission, distribute any Accepted Content, or generate any specific licensing outcome. Acceptance does not transfer ownership; you retain copyright in your Content.

4. License grant

Subject to this Agreement, you grant Broadimage and its Affiliates a worldwide, non-exclusive, sublicensable, royalty-bearing license to:

• reproduce, store, transmit, display, distribute, syndicate, and archive your Accepted Content;
• edit, crop, watermark, transcode, recaption, and add or correct metadata as needed for editorial distribution;
• market and promote the Accepted Content (including in samples, marketing collateral, and contributor showcases);
• sublicense the foregoing rights to Customers and Distributors;
• use the Accepted Content for any reasonable business purpose related to operating, improving, and developing Broadimage's editorial-distribution business and services.

You retain all copyright in your Content. The license is in effect for the term of this Agreement and continues for the post-termination tail described in Section 13.

5. Editorial use restriction and commercial-upgrade path

Accepted Content is licensed by Broadimage to Customers on an editorial-use-only basis by default. Commercial use, advertising use, merchandising, endorsement, or any use requiring a model or property release that has not been confirmed will require a separate Commercial Upgrade Addendum signed by both parties for the specific Content and intended use, with separately-negotiated royalty terms.

6. Contributor representations and warranties

You represent and warrant that:

• You are the sole author of the Content or are duly authorized by the author to submit it.
• You own all rights necessary to grant the license in Section 4, free of any encumbrance, including any work-for-hire obligation to a third party (including any current or former employer, client, or commissioning entity).
• The Content is original and does not infringe any third-party copyright, trademark, trade dress, patent, trade secret, contract, or other proprietary right.
• The Content does not violate any person's right of privacy or right of publicity, and does not contain defamatory matter.
• For Content depicting identifiable persons in non-newsworthy contexts, or depicting trademarked elements in non-incidental ways, you have obtained valid model releases and property releases (or local-jurisdiction equivalents) and will provide them on request.
• The Content was not created by, or with material assistance from, generative AI or similar synthetic-imagery technology.
• All metadata, captions, dates, locations, and identifications you supply are accurate and not misleading.
• The Content's caption is truthful and does not materially misrepresent the persons or events depicted.

7. IPTC metadata requirements

You must supply, at minimum, the following IPTC fields with each submission:

• Creator (your photographer credit)
• Credit line
• Copyright Notice
• Caption / Description
• Date Created
• Location (Sub-location, City, State/Province, Country)
• Subject identification (where applicable)

Broadimage may augment, correct, or supplement metadata for editorial accuracy and distribution purposes but will not knowingly contradict your supplied metadata or remove your photographer credit.

8. Royalties and payment

Broadimage will pay you royalties on Net Revenue actually received from the licensing of your Accepted Content as follows:

• Direct sales (Customer licensed directly from Broadimage): 50% of Net Revenue to you.
• Distributor sales (Customer licensed from a third-party Distributor that pays Broadimage a wholesale share): 40% of Net Revenue to you.

The specific royalty percentage applicable to a given license category may be modified by Broadimage on at least sixty (60) days' prior notice; you may terminate this Agreement under Section 13 if you do not accept the modification.

Payment cadence. Royalty statements are issued monthly within thirty (30) days of the close of each Royalty Period. Payments are made within forty-five (45) days of period close to the payment method you have on file (ACH, PayPal, Wise, or other supported method), denominated in U.S. Dollars. Minimum payout threshold: USD $50; amounts below this carry forward to the next period. Contributor is responsible for international wire fees, foreign-exchange differences, and similar payment-processor charges.

9. Reporting and audit

Royalty statements include line-item detail per Accepted Content, per Customer (where confidentiality permits), per use type, and per Royalty Period. You may request, no more than once per calendar year on at least 30 days' written notice, an audit of Broadimage's royalty records pertaining to your Accepted Content. The audit will be conducted by a mutually-acceptable independent auditor under confidentiality obligations. Audit costs are borne by Contributor unless the audit identifies an underpayment of more than five percent (5%) for the audited period, in which case Broadimage will reimburse reasonable audit costs.

10. Tax

You must provide a current and accurate IRS Form W-9 (U.S. Contributors) or Form W-8BEN / W-8BEN-E (non-U.S. Contributors), or local equivalent, before any royalty payment. Broadimage will withhold any taxes required by law and issue applicable tax forms (Form 1099 for U.S. Contributors; Form 1042-S where required for non-U.S. Contributors). You are solely responsible for your own income-tax obligations in your jurisdiction.

11. Indemnification

You agree to indemnify, defend (at Broadimage's option), and hold harmless Broadimage, its Affiliates, Distributors, sublicensees, Customers, and their respective officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Any breach of your representations and warranties in Section 6;
• Any claim that the Content infringes a third-party copyright, trademark, privacy, publicity, or other right;
• Any defamatory, libelous, or unlawful content in your Content or in the metadata you supply;
• Any failure to obtain required model or property releases for non-editorial uses;
• Any false statement or misrepresentation in your contributor application or metadata.

This obligation survives termination of this Agreement.

12. Limitation of liability

Broadimage's total aggregate liability arising out of or relating to this Agreement will not exceed the royalties paid to you in the twelve (12) months immediately preceding the claim. Broadimage will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, data, goodwill, or business opportunity. Some jurisdictions do not allow these limitations; in those jurisdictions, our liability is limited to the maximum extent permitted by law.

13. Term and termination

Term. This Agreement begins on the effective date and continues for an initial term of one (1) year, automatically renewing for successive one-year terms unless either party gives written notice of non-renewal at least sixty (60) days before the next renewal date.

Termination for convenience. Either party may terminate this Agreement at any time by sixty (60) days' written notice to the other party.

Termination for cause. Broadimage may terminate immediately on notice for material breach (including any breach of Section 6 warranties), repeat copyright infringement, fraud, falsified metadata, submission of synthetic / AI-generated content, or non-payment of obligations to Broadimage. You may terminate immediately on notice for Broadimage's material breach uncured for thirty (30) days after written notice.

Specific-image takedown. You may request removal of specific Accepted Content at any time by written notice to Broadimage. Broadimage will remove the specified Content from active distribution within thirty (30) days; however, Broadimage may continue to honor pre-existing Customer licenses for that Content for up to eighteen (18) months from your takedown request.

Post-termination tail. After termination of this Agreement, Broadimage may continue to honor pre-existing Customer licenses for Accepted Content for up to eighteen (18) months from termination, but will not enter into new licenses. Royalties on those continued licenses remain payable to you under the rates in effect at the original license issuance.

Survival. Sections 6, 11, 12, 14, 15, 17, 18, 19 survive termination.

14. Repeat-infringer policy and DMCA

Broadimage operates a notice-and-takedown procedure under 17 U.S.C. § 512 and a repeat-infringer policy. See our DMCA Policy for full procedural detail. You agree to respond promptly and accurately to any DMCA notice or counter-notice that pertains to your Content, and to comply with court orders applicable to disputed Content. Repeat infringement (typically three or more substantiated DMCA strikes) is grounds for termination under Section 13.

15. Account suspension

Broadimage may suspend or terminate your contributor account, withhold pending royalties, or both, for any of the following:

• Submission of Content that infringes third-party rights or violates Section 6 warranties;
• Submission of staged, manipulated, or synthetic / AI-generated Content presented as factual editorial coverage;
• Falsified metadata, captions, dates, locations, or identifications;
• Repeat copyright infringement (DMCA repeat-strike threshold);
• Fraudulent payment information or chargebacks;
• Breach of any other material term of this Agreement.

Where appropriate and not prohibited by the nature of the breach, Broadimage will provide notice and an opportunity to cure before suspension or termination.

16. AI and future technologies

The license in Section 4 covers any reasonable business purpose related to operating, improving, and developing Broadimage's editorial-distribution business and services, including indexing, syndication, and machine-learning research and product development that supports those purposes.

Broadimage does not currently operate a commercial AI-training licensing program. Should Broadimage establish such a program in the future, it will be operated under separate notice to you with an opportunity to opt out of inclusion before any such use commences. Broadimage will honor machine-readable opt-out signals (including IPTC DigitalSourceType and AIUsageRights flags) you supply for jurisdictions where such signals are required.

17. Confidentiality

Royalty rates, Customer lists, sales data, and other non-public commercial information disclosed to you under this Agreement are confidential. You will not disclose this information to third parties (other than your tax preparer, accountant, attorney, or other professional advisor under confidentiality obligation, or as required by law).

18. Governing law and dispute resolution

18.1 Governing law

This Agreement is governed by the laws of the State of California, USA, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

18.2 Binding arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement (a "Dispute") will be resolved by binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules & Procedures, with the seat of arbitration in Los Angeles County, California. Judgment on any award may be entered in any court of competent jurisdiction.

Either party may bring qualifying small-claims actions in court instead of arbitration. Either party may seek emergency or injunctive relief in a court of competent jurisdiction to prevent unauthorized use of intellectual property pending arbitration.

18.3 Class-action waiver

YOU AND BROADIMAGE EACH AGREE THAT DISPUTES MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THIS WAIVER IS A MATERIAL TERM OF THIS AGREEMENT.

18.4 Jury-trial waiver

Each party waives any right to a jury trial in connection with any dispute arising under this Agreement.

18.5 30-day arbitration opt-out

You may opt out of the arbitration provision and class-action waiver by emailing legal@broadimage.com within 30 days of first accepting this Agreement, with the subject "Arbitration Opt-Out" and including your full name, contributor email, and a clear statement that you wish to opt out.

19. General provisions

• Entire agreement. This Agreement (together with the Privacy Policy, Cookie Policy, Terms of Use, and DMCA Policy) is the entire agreement between you and Broadimage regarding the subject matter and supersedes any prior contributor terms.
• Amendment on notice. Broadimage may modify this Agreement on at least 60 days' prior notice (by email or contributor-account notification). Continued submission of Content after the effective date of any modification constitutes acceptance. If you do not accept the modification, your remedy is to terminate under Section 13.
• Severability. If any provision is held unenforceable, the remaining provisions remain in full force.
• No waiver. Failure to enforce any provision does not waive future enforcement.
• Assignment. Broadimage may assign this Agreement to any successor in interest in connection with a merger, acquisition, financing, or sale of assets. You may not assign this Agreement without Broadimage's prior written consent.
• Notices. Notices to you may be sent by email to your contributor-account email. Notices to Broadimage must be sent to legal@broadimage.com with copy by mail to the address Broadimage provides on request.
• Force majeure. Neither party will be liable for delays or failures of performance caused by circumstances beyond reasonable control.
• Electronic signature. You agree that registration of a contributor account, acceptance of these terms via the contributor portal, or first submission of Content constitutes electronic acceptance of this Agreement under the U.S. ESIGN Act and equivalent applicable laws.

Contact

Contributor agreement questions: legal@broadimage.com
Contributor support: support@broadimage.com
Phone: +1 310 697 2999

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