Contributor Agreement

This Contributor Agreement (the ”Agreement”), is by and between 360Cities and You (hereinafter referred to also as ”Contributor”).

Thank you for choosing 360Cities to publish, host, distribute and, if you opt in, re-license your work.

1. General
  1. 360Cities undertakes to:

    1. take all standard precautions to protect your images and videos (Content) on 360Cities’ website;
    2. provide you access to 360Cities’ website for editing and uploading;
    3. implement all reasonable measures to protect your Content against unauthorized copying or use.
  2. You agree that 360Cities may include advertisements paid to 360Cities and/or third parties, some of which are necessary for 360Cities to provide services. Advertising revenue is not shared with you unless you have an active PRO account. You agree that 360Cities may send communications of any kind, and that these communications are considered part of 360Cities membership.
  3. You agree that 360Cities may place such advertising and promotions on the 360Cities services in conjunction with your content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.
  4. 360Cities reserves the right to augment metadata provided by Contributor where necessary in order to comply with licensing distribution partners' requirements. In no case however will metadata originally provided by a Contributor be altered or removed.
  5. When you upload any Content to 360Cities, either via the web or via the Mobile App, it can potentially be viewed by anybody on the Internet at 360Cities.net and 360Cities subsidiary websites, in our platform partners’ websites, and in other websites via the 360Cities embedding feature. Moreover, once an image or video is public, third parties can make copies of it.
  6. If you create an image with the Mobile App and choose not to upload it, it will remain in your mobile device only, and we will not access it or share it anywhere without your consent.
  7. If you assign an image to a mission via the Mobile App and then remove the image from 360Cities.net, the image may remain visible as part of the mission, although not linked to you in any way.
  8. You acknowledge that 360Cities has the right to distribute all your published and publicly displayed Content on 360Cities to 360Cities’ platform publishing partners, irrespective of whether certain Content has been removed from availability for re-licensing. The list of 360Cities’ platform publishing partners presently includes Google, Oculus, and Nearpod. You acknowledge that this list may change or contract in the future at 360Cities’ discretion without prior notice. You acknowledge that if you unpublish or make otherwise unavailable any Content or its part from 360Cities’ website, this Content or its part may not be removed from 360Cities’ platform publishing partners’ sites for up to 60 days. Further, you acknowledge that 360Cities, if it so chooses, may on occasion use your Content or portions thereof, in its own marketing and promotional communications such as in banner ads, brochures, emails, and other social media websites like Facebook etc.
  9. If you remove Content that you have uploaded to 360Cities, copies may remain viewable in cached and archived pages of the service or its partners, or if other users or third parties have copied or saved that information.
  10. Following termination or deactivation of your account, 360Cities may retain information (including your profile information) and Content for a commercially reasonable time for backup, archival, and/or audit purposes.
  11. 360Cities performs technical functions necessary to offer the 360Cities services, including but not limited to, converting from one form of coded representation to another and/or reformatting Content to allow its use throughout the 360Cities services.
  12. Although the website and other 360Cities services are normally available, there will be occasions when the website or other 360Cities services will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond the control of 360Cities. Also, although 360Cities will normally only delete Content that violates this Agreement, 360Cities reserves the right to delete any Content for any reason, without prior notice. Deleted Content may be stored by 360Cities in order to comply with certain legal obligations and is not retrievable without a valid court order. Consequently, 360Cities encourages you to maintain your own backup of your Content. In other words, 360Cities is not a backup service. 360Cities will not be liable to you for any modification, suspension, or discontinuation of the 360Cities services, or the loss of any Content.
  13. You solely and exclusively own or control the rights to your Content, which you make available to 360Cities for distribution and licensing through the 360Cities websites and our distribution channels.
  14. 360Cities at its sole discretion has the right to accept or reject any Content, or revoke acceptance of Content previously granted, and remove it from our website and distribution channels altogether.
2. Terms and Conditions of Use for Paid Account Service

360Cities PRO, PLUS or COMPANY paid accounts are subject to the following Paid Account Service Terms and Conditions of Use:

  1. Subscriptions

    1. The Paid Account Service will be available only to users who register for a free trial (when available) or for a subscription to the Paid Account Service ("Subscription") and who pay in full the Subscription fees ("Subscription Fees") applicable to the level of Subscription you select (the "Subscription Plan").
    2. The various Subscription Plans 360Cities offers and the services, features and Subscription Fees applicable to such Subscriptions may be reviewed at http://www.360cities.net/signup. By subscribing, you agree to pay all applicable Subscription Fees and other charges in accordance with the particular Subscription Plan you select. Please note that the foregoing does not apply to the termination of your account in accordance with Section d) below.
    3. When you first register for the Paid Account Service with 360Cities, you must pay by Paypal or credit card via the interface provided. Your Subscription period will begin immediately when 360Cities receives the required Fee.
    4. The Paid Account Service is intended for the use of individual 360Cities account holders for the limited distribution of panoramas. The Paid Account Service is not intended for broad commercial use by large commercial sites and services, and 360Cities, in its sole discretion, reserves the right to limit, suspend or terminate your use of the Paid Account Service if 360Cities determines your use of the Paid Account Service is a misuse of the Paid Account Service. Only one account per one physical person is allowed except where stated otherwise.
  2. Term and Upgrades

    1. All Subscriptions are provided for a one (1) year term, which term will automatically renew each year for an additional one (1) year term unless the subscription is terminated and/or canceled by you or 360Cities prior to the end of such annual term. Upon such renewal, the PayPal account designated in your 360Cities account will be billed the applicable Subscription Fee then in effect at the time of renewal, or you will receive a PayPal Payment Request if you do not have a PayPal account.
    2. If you notify 360Cities (via the dashboard accessible from your 360Cities account at http://360cities.net/account) that you wish to upgrade to a higher subscription level (if available), then the PayPal account designated in your 360Cities account will be billed for the difference in price, prorated for the remainder of your term.
  3. Interruptions or Discontinuation of Hosting Services; Changes to Hosting Services and Terms of Service.

    1. 360Cities reserves the right at any time, in its sole discretion and without notice, to suspend, modify, discontinue or permanently cancel the Paid Account Service, or portions thereof; and the Subscriptions and Subscription Plans, including making changes to any policies, features and terms applicable thereto.
    2. If the Paid Account Service, or any part thereof, to which you subscribe are permanently discontinued or canceled by 360Cities, your Subscription will terminate, and we will have no further liability to you.
    3. In addition, there may be occasions when the Paid Account Service is interrupted such as for maintenance, upgrades, system or equipment failure or otherwise. 360Cities will have no liability to you for any interruption, suspension, discontinuance or unavailability of the hosting services for any reason, or for any loss of or inability to access any Content stored on the website. You are solely responsible for making and keeping backup copies of Content you upload to the website.
  4. Termination of Services

    1. You may request termination of a Subscription at any time. When 360Cities receives your termination request, 360Cities will terminate your Subscription. 360Cities will notify you of termination via email. A Subscription is not terminated in this manner until you receive confirmation of termination from 360Cities. Additionally, 360Cities may terminate a Subscription, or any user's access to and use of the Site or the Paid Account Service, at any time at its sole discretion, which termination shall be effective immediately.
    2. All Subscription Fees are nonrefundable, and upon termination, cancellation or discontinuation of a Subscription for any reason, you will not receive a refund for any Subscription Fees or other amounts previously charged to you, or for any unused portion of any Subscription.
    3. Upon termination or downgrade, some of the content you have stored on the Site may be unpublished and no longer publicly available. Such content will however still be available in your account, should you decide to apply for a new Subscription in the future.
    4. You may change your email or PayPal account information for your account by using the account dashboard. If the PayPal account designated on your account is invalid and cannot be billed for the renewal Subscription Fee, then 360Cities may terminate your Subscription for nonpayment. If 360Cities does not have a current, working email address, then you may not receive important notices from us regarding your account, which may include notices regarding termination.
  5. Pricing and Payment Terms

    1. All prices are listed in Euros (EUR) and are valid until altered by 360Cities.
    2. 360Cities currently accepts payments via PayPal. 360Cities reserves the right to change the payment methods it accepts at any time without notice. If we are unable to process a payment using the PayPal account you provide, we may, but are under no obligation to, contact you using your email address on file to ask you to provide a valid PayPal account.
    3. We may terminate your Subscription, withhold upgrades to the Services, and take such other actions as are appropriate if we are unable to process your payment and you do not provide an alternative form of payment if available.
    4. You agree to reimburse 360Cities for any and all costs incurred in collecting amounts owed by you to 360Cities, including, without limitation, attorneys' fees and costs of collection agencies.
  6. Original Files Backup

    1. 360Cities offers holders of PRO and higher account the possibility to download copies of their original uploaded equirectangular panoramic photo images on request. The intent of this service is to provide a solution in the event that the PRO or higher account holder accidentally loses his or her own backup copies and has no others. It is not intended to be a regularly utilized or accessed file storage system. 360Cities reserves the right to limit the provision of backup copies of original files to an account holder if it deems such requests to be too frequent or unreasonable.
3. Re-licensing Your Work
  1. When you choose to grant us the right (although we accept no obligation) to re-license your Content, this agreement applies to all content you submit to 360Cities, its parts, its descriptions, and information or releases that you make available for re-licensing.
  2. 360Cities sets sales prices for re-licensing your Content in order to maximize earnings and royalty payments to you.
  3. In some cases, 360Cities may allow you to set sales prices for re-licensing some of your content. The most up-to-date information can be found in our Help Guide. In order to maximize earnings and royalty payments to you, 360Cities reserves the right to increase the sales price, offer discounts on sales prices, and temporarily charge higher or lower prices to test pricing levels, in particular when we deal with certain usage or volume discounts.
  4. 360Cities grants you the option of making certain content unavailable for re-licensing via its services. Our Help Guide provides up-to-date instructions on how to make certain content unavailable for re-licensing.
  5. Grant of Rights. You hereby grant 360Cities and our affiliates, successors, and assigns (each, a ”Licensee”) the nonexclusive, irrevocable, freely transferable and sub-licensable, worldwide right and license to use your Content in all formats and media (the “License”). You grant us right but we assume no obligation. The License covers all formats and media, whether now known or existing or hereafter discovered or developed. Your Content may be used for purposes of directly and/or indirectly copying, displaying, screening, streaming, marketing, promoting, reviewing, distributing, selling and/or granting non-exclusive or exclusive licenses to your Content or its part. Your license to 360Cities includes the right and license throughout the world to indirectly market, promote and distribute your Content through our distribution partners and to authorize said distribution partners to grant to their customers broad and term limited non-exclusive licenses to your Content. You or the owner of the copyright in your Content shall retain ownership of the Content and the copyright thereto. You do not transfer any copyright ownership or title to 360Cities under this agreement.
  6. Waiver of Moral Rights. In case you did not create Content or its part, you hereby knowingly, voluntarily, and irrevocably waive and represent that you have obtained the knowing, voluntary, and irrevocable written waiver of all creator(s) of the Content or it’s adequate part. Such waiver regards all rights of attribution and integrity and any other rights in or to the Content arising under Section 106A of the Copyright Act, 17 U.S.C. § 106A, or under any other applicable law of the United States or any state, country, or other jurisdiction that acknowledges or confers rights of the same or similar nature (collectively, ”Moral Rights”). To the extent this waiver is not permitted by applicable law, you hereby agree/have obtained written agreements binding all holders of such Moral Rights not to enforce such Moral Rights against any licensee or any individuals or entities acting on behalf of licensee or permitted to receive copies of the Content under this Agreement.
  7. Other Rights. 360Cities shall have the right to exercise its rights under this agreement through any of its employees, agents, and independent contractors. 360Cities also has the right, but is not obliged, to edit, resize, resample, convert, color correct, crop, and composite any part of your Content and its descriptions, correcting what we determine to be an error and/or omission, or for other purposes. In addition, 360Cities has the right to add or remove watermarks or other graphical elements, such as those added by you to your Content, for any purpose such as on request by a re-licensing customer.
  8. Releases. By entering into this agreement you represent that you possess all necessary releases, including model releases, property releases, and third party Intellectual Property releases that are valid and binding, are in the form and substance required, grant all necessary rights and permissions and do not contain any restrictions, permit all uses for licensed Content authorized by this Agreement, were signed by the person depicted in the case of a model release, or the owner of a property in the case of a property release, or,if the person was under the age of 18, the parent or legal guardian of such person. You must at all times preserve and maintain all original records related to creation of your Content, as well as all clearances and releases obtained.
  9. Data Protection Consent. You hereby consent to both your and, if relevant, your models’ personal information being processed in the course of our business by 360Cities and our affiliates and partners. This requires transferring your personal information (and your models’) among various different countries including the United States where our servers are located. You are aware and grant consent that, when transferred, your personal information may be processed in a country that offers less privacy protection than your country.
4. Communication, Use of Your Name, Likeness, and Information

You hereby grant 360Cities the right to use your name, image, likeness, and biographical and professional information in connection with the Content, including to advertise and promote the same, in whole or in part, as provided by you unmodified or as adapted. You consent that 360Cities may send any notice to you by an email to your 360Cities user account and you agree that all agreements, notices, disclosures, and claims that we may provide to you electronically shall satisfy all legal requirements that such communications be in writing.

5. Royalty Payments to You
  1. In full consideration of your delivery of the Content and grant of the rights and license hereunder, 360Cities will pay you royalty payments of 40% of all royalty payments and/or license fees collected by us from customers and resellers of your Content and will deduct and retain 60% of such royalty payments and/or license fees as compensation to 360Cities. If your Content is licensed by our distribution partner Getty Images, then in full consideration of your delivery of the Content and grant of the rights and license hereunder, 360Cities will pay you royalties of 60% of all royalty payments and/or license fees collected by us from Getty Images and will deduct and retain 40% of such royalty payments and/or license fees as compensation to 360Cities.
  2. Royalty payment(s) will be made at a minimum quarterly via a payment method of our choice.
  3. We may exclude or deduct any of the following from the calculation of the net amount payable to you: (i) taxes or other withholdings paid by the customer or that we determine are required by applicable law; (ii) refunds, chargebacks and uncollectible sums.
6. Attribution Notice
  1. We shall have the right, but not the obligation, to provide you with the following source attribution of each image or video (including any applicable copyright or trademark notice) in connection with any publication of such Image in its entirety, provided, however, that Licensee shall have no obligation to provide such attribution where, in Licensee’s reasonable judgment, space does not reasonably permit such attribution or such attribution would be commercially disadvantageous, physically impractical, or contrary to custom or applicable law.
  2. Form of attribution: “Name of contributor/360cities.net”.
7. Representations and Warranties
  1. Mutual Representations and Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into, perform, and grant the rights and licenses it grants, and is required to grant, under this Agreement.
  2. Your Representations and Warranties. By providing the Content to 360Cities, you hereby represent and warrant that:

    1. the Content is your or its creator’s sole and original creation and has not been created, obtained or submitted to us under this Agreement in violation of any law or contract terms;
    2. you have not granted and will not grant any exclusive license, lien, security interest, or other encumbrance in, to, or under the Content, and have not and will not enter into any exclusive license or contractual obligation, that could conflict or interfere with 360Cities receipt or exercise of its rights or license hereunder;
    3. the Content does not, and its use as permitted hereunder, will not violate any law or regulation or infringe or otherwise violate any right of any third party, including, but not limited to, any copyright, trademark, patent, trade secret or other intellectual property right, any right against defamation, or any right of publicity or privacy;
    4. if your Content consists in whole or in part of elements that are provided by a third party design or other software program, the license agreement and all other legal terms governing the use of such design or program allowed you to incorporate elements in your Content and to grant the licenses to such Content as set forth in this Agreement;
    5. if you learn that any representation and/information provided to us is no longer accurate, complete, or you receive a notice from a third party regarding your Content, you will promptly send us written notice about all relevant facts, and if appropriate, correct any inaccuracy or remove your Content from our website.
8. Indemnification

Each party shall indemnify, defend and hold harmless the other party, and Licensee’s respective officers, directors, employees, agents, affiliates, successors and assigns, from and against any claims, judgments, damages, liabilities, settlements, losses, costs and expenses, including attorneys’ fees and disbursements arising from or relating to any breach by such party of its representations, warranties or other obligations hereunder. If we are the indemnifying party, we shall have the right to defend and control the defense or settlement of the claim or action. We will not enter into any settlement agreement that creates a financial obligation for you that is not reimbursed or assumed by 360Cities without your written consent, which will not be unreasonably withheld or delayed by you. The indemnified party shall promptly notify the indemnifying party of the claim (failure to do so will not excuse or waive the indemnity obligation unless it causes material prejudice to the indemnifying party). The indemnified party must cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense.

9. Term and Termination
  1. Term. This Agreement is effective from the date you sign up for a 360Cities contributor account until you cancel your account or the agreement is otherwise terminated by 360Cities.
  2. Termination. We may at any time and for any or no reason remove any or all of your Content from the website and cease offering it for re-licensing. You may for any or no reason remove any or all of your Content from the website at any time. You may also deliver to us a request that we remove any or all of your Content from the website. You acknowledge that we need time to remove your content from the website and to notify our distribution partners to cease offering your Content. The rights granted under this agreement will terminate upon removal of your Content. Notwithstanding any other provision under this Agreement removal of any Content and/or the termination or expiration of this Agreement or any right granted to us shall not terminate or otherwise affect any license granted to a third party user prior to the effective date of Content removal.
10. Additional Terms of Use and Miscellaneous
  1. Relationship of the Parties. The relationship between 360Cities and you is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
  2. Assignment. This Agreement is personal to you. You shall not assign or otherwise transfer any of its rights, or delegate, subcontract, or otherwise transfer any of its obligations or performance, under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section is void. 360Cities may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
  3. Amendment and Modification; Waiver. Notwithstanding anything else in this or any other agreement, 360Cities has the right, in its sole discretion, to make changes to this Agreement and any other agreements or terms which may be referred to or incorporated by reference herein at any time and for any reason, and you consent to the terms of this Agreement and any such other agreement and/or terms, in force at the time that you upload or otherwise submit your Content and you consent to be subject to any amendment to this agreement and/or terms from a date specified by us within a notice provided to you. You will have the right to opt out of the modified version of this Agreement by both removing your Content from our website and providing us with written notice of your opt out during this notice period, provided that no such opt-out will in any way affect any license granted by us before your Content is/are removed from our website.
  4. Severability. If any part of this Agreement is invalid, illegal, or unenforceable in any jurisdiction it shall not affect any other part of this Agreement or invalidate or render unenforceable such part in any other jurisdiction.
  5. Governing Law: Submission to Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the United States and the State of New York without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the city of New York] in any legal suit, action or proceeding arising out of or related to this Agreement or any Content. You shall promptly reimburse us for any reasonable attorneys' fees and court costs that are incurred by 360Cities in enforcing this Agreement. We are also entitled to set-off from payments of the amounts payable to you any amounts owed by you to us and reasonable legal fees and other expenses incurred in enforcing this Agreement.
  6. Entire Agreement and Acceptance. This Agreement constitutes the entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter. You accept this agreement by clicking “OK” and/or otherwise signifying acceptance, in particular by continuing to use 360Cities website and submitting your Content.