Effective July 15, 2021

Please read this Agreement carefully before uploading any data to https://procoverstock.phil.themerex.net

This is a Legal Agreement between Procoverstock.com (referred to hereafter as Procoverstock), and any member (referred to hereafter as “Contributor” or “you”) intending to upload data file(s) onto Procoverstock website. By uploading visual compositions, artworks, illustrations, raster and vector graphics, drawings and the like (referred to hereafter as “Graphic Design(s)”) the Contributor understands that he/she has agreed to be bound by the terms of this Agreement.

1. Overview

1.1. Procoverstock operates a global marketplace for specialized stock media. Procoverstock’s Customers pay a fee to license Graphic Design from the Procoverstock website.

1.2. By submitting any Graphic Design to Procoverstock, you grant to Procoverstock a worldwide, non-exclusive right and license to reproduce, prepare derivative works, publicly display, sub-license, sell, advertise and market any Graphic Design uploaded by you and accepted by Procoverstock, until this Agreement is terminated as herein provided. You also give permission to Procoverstock to add, modify or remove information related to your Graphic Design in order to manage and license such Graphic Design.

1.3. You grant Procoverstock a worldwide, non-exclusive right to use your name, display name and Graphic Design in connection with Procoverstock’s marketing and promotional activities without the payment of any compensation to you.

1.4. Procoverstock shall have the right, but not the obligation, to license all Graphic Design to its Customers for use in accordance with PROCOVERSTOCK ROYALTY FREE LICENSE AGREEMENT, a copy of which you acknowledge, understand and agree to.

2. Trademarks and Copyright

2.1. You, the Contributor, acknowledge that Procoverstock can prohibit any Graphic Design that infringes on any trademark, copyright, right of privacy, patent, right to publicity or any other applicable law or property right to be uploaded to Procoverstock website.

2.2. The copyrights to all Graphic Design remain with the copyright owner, and nothing in this Agreement shall be construed as a transfer of copyright to Procoverstock. No intellectual property rights are transferred or granted in any way to Procoverstock or any third party.

3. Proprietary Rights, Model Release and Property Release

You, the Contributor, warrant that you own all proprietary rights. This including copyright to Graphic Design data file. In the event that your Graphic Design contains an image of an IDENTIFIABLE PERSON or PROPERTY OBJECTS (modern architecture, building interiors, unique luxury boats, airplanes, exteriors taken from private property etc.) you warrant that you WILL NOT upload this Graphic Design to Procoverstock website. Procoverstock does not accept any Graphic Design which requires Model Release and Property Release.

4. Graphic Design

4.1. Procoverstock has the right to refuse to accept or to remove Graphic Design from its website for any reason. Procoverstock will remove Graphic Design if believes that such Graphic Design may subject Procoverstock or any of its employees to legal action.

4.2. You acknowledge Procoverstock’s right to remove your Graphic Design from its website, if there is not interest to download the Graphic Design by Procoverstock’s Customers.

4.3. Licenses issued by Procoverstock for any Graphic Design that is later removed from the Procoverstock website will remain in full force and effect.

4.4. Procoverstock may advertise and/or market your Graphic Design on social media platforms including Facebook, Flickr, Pinterest, LinkedIn, Tumblr, Twitter, and similar sites and the applications related hereto.

5. Contributor Account

5.1. You agree to provide true and complete information relating to your Procoverstock Contributor account and Graphic Design.

5.2. By opening a Procoverstock account, you express your consent to the PROCOVERSTOCK PRIVACY POLICY, which is incorporated herein by reference and governs Procoverstock’s collection, processing, storage and transfer of the Graphic Design and data submitted by you, including data relating to you, your account, your Graphic Design or other information related to the foregoing (“Personal Data”). You agree that your Personal Data may be collected, processed, stored, and transferred to jurisdictions other than your home jurisdiction.

5.3. Procoverstock has the right to refuse  to activate new account or to close existing account, for fraud, intellectual property infringement, violation of a third party’s rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with Procoverstock’s requirements, for any breach of the terms of this Agreement and PROCOVERSTOCK ROYALTY FREE LICENSE AGREEMENT.

5.4. Procoverstock will terminate your account no later than ninety (90) days upon a written request from you. Before the termination of your account is made effective by Procoverstock, your Graphic Design will remain available for license by Procoverstock Customers.

5.5. If your account is terminated for any reason, you must obtain written authorization from Procoverstock prior to establishing another account. You may not have more than one active Contributor account without a written consent of Procoverstock.

5.6. You may not submit identical Graphic Design to more than one account without the prior written consent of Procoverstock.

6. Graphic Design Submission Guidelines      

6.1. You agree to follow the following submission guidelines:
6.1.1. Do not embed your own watermark, website name, or copyright notice in your Graphic Design. We protect your Graphic Design with our own watermark.
6.1.2. You must be 18 years of age to create an Procoverstock account.
6.1.3. If we see repeated issues related to Graphic Design submissions or account activity, you may receive a warning. Multiple warnings may result in account suspension or termination. Some reasons for receiving warnings are:
a) consistent repeated re-submissions without addressing the rejection reasons;
b) submitting Graphic Design to which you do not own the copyright;
c) frequent errors in categorizing by Collections and applying metadata to submitted Graphic Design, you can view our list of collections here: Submission Guide;
d) copying the entire title description and/or keywords set of another item of Graphic Design on Procoverstock website;
e) title spamming (repeating the same word within the title);
f) keyword spamming (using irrelevant keywords);
g) re-adding keywords that were previously removed by an administrator;
h) adding restricted keywords;
i) adding inappropriate keywords, such as those defined in the “People” category (e.g., the use of “hot”, “nude”, “sexy”, etc.)

6.2. Graphic Design that does not adhere to the submission guidelines above, may result in the termination of your Procoverstock account.

7. Compensation

7.1. Contributor is compensated as a portion of the fees collected from the Customers. The current compensation (referred to hereafter as “royalty” or “credits”) rate to Contributor is 50% for each download of Graphic Design for which Procoverstock receives payment. Calculated amount is based on a Licensing Volume (referred to hereafter as “Sale Volume”. Sale Volume means pure money the Customer paid for the Graphic Designs licensing and depends on pricing options chosen by the Customer during a purchase.

7.2. Royalty payments will be issued monthly, on the 15th day of each month, for the previous month’s downloads. Payments are automatic and do not need to be requested.

7.3. There is a minimum payout amount (the “Payout Minimums”) per accounting period of: i) Thirty-Five (35.00) EUR for electronic payments (PayPal); and ii) Five Hundred (500.00) EUR for bank wire or crypto currency payment. If during an accounting period, you haven’t reached the Payout Minimums, your compensation will be rolled over into the next accounting period.

7.4. If your account is terminated for a breach of the terms of the Agreement, Procoverstock shall have the right to retain compensation payable to you here-under as liquidated damages.

8. Referral Programs

8.1. If you refer other Graphic Design contributor to Procoverstock and the contributor identifies you to Procoverstock as the referring party pursuant to Procoverstock’s referral program, you will be paid a Referral Contributor Royalty of 5% for each download of Graphic Design of the attracted contributor for which Procoverstock receives payment based on Sale Volume (article 7.1), within three (3) years after first purchase. Referral Contributor Royalty payments will be issued monthly, on the 15th day of each month, for the previous month’s downloads. Payments are automatic and do not need to be requested.

8.2. If you refer a customer to Procoverstock and the customer identifies you to Procoverstock as the referring party, you will be paid Referral Customer fee of 10% for any purchases by the customer you referred, based on Sale Volume (article 7.1), within one (1) year after first purchase. Referral Customer fee payments will be issued monthly, on the 15th day of each month, for the previous month’s Referral Customer purchases. Payments are automatic and do not need to be requested. Procoverstock reserves the right to withhold payments due to you under the Procoverstock Referral Customer program for up to 90 days from the date the referred customer made a first purchase.

9. Taxes

You agree to be responsible for, and pay any taxes (of all kinds) imposed by your jurisdiction as a result of any payments provided to you by Procoverstock.

10. Representations and Warranties

You represent and warrant that:

10.1. You are at least 18 years of age.

10.2. The Graphic Design and all parts thereof are owned and/or controlled by you, are original works and are capable of copyright protection in all countries where copyright or similar protection is available.

10.3. The Graphic Design is not obscene, does not violate any applicable laws, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity.

10.4. There is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Graphic Design or which might in any way impair the rights granted by you here-under.

10.5. That uploaded Graphic Designs will meet Procoverstock requirements and that their use will be uninterrupted, error or virus free.

11. Indemnification

You agree to indemnify and hold Procoverstock and its employees harmless from and against any and all claims, losses, damages, costs and expenses arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under this Agreement.

12. Miscellaneous

12.1. Procoverstock will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Graphic Design or the termination of your Contributor Account.

12.2. Procoverstock reserves the right to modify these terms from time to time. An announcement about changes of terms in this Agreement shall be communicated to Contributor or/and Customer via email. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Procoverstock your Graphic Design to which you do not wish the changes to apply.

12.3. In the event that you breach any of the terms of this or any other agreement with Procoverstock, Procoverstock shall have the right to terminate your account without further notice.

12.4. By submitting any Graphic Design to Procoverstock you agree to be bound by Privacy Policy, which is deemed incorporated herein by this reference.

12.5. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PROCOVERSTOCK, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR CONTRACT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND PROCOVERSTOCK RELATING TO THE SUBJECT OF THIS AGREEMENT.