Color Card Administrator, Inc.

Content License and Payment Agreement for Content Providers

This Content License Agreement is applicable to all persons providing content to or purchasing content from Color Card Administrator, Inc. (also referred to as CCA), owners of PrintBusinessCards.com and other subsidiaries. The term 'Site' shall be used to represent PrintBusinessCards.com, EasyCardDesigner.com, and other subsidiaries. This agreement is also valid for all new sites that CCA may develop in the future. The term 'Content Provider' shall refer to anyone who has consented to the site to display their artwork or images to be sold in a business card format. The term 'Purchaser' shall refer to anyone representing themselves or their business entity who wishes to purchase a business card from the Site. The terms of this Agreement shall supercede any other agreement made on the Site.

Your Agreement as the Content Provider

By logging in to TheArtofBusinessCards.com and maintaining a public portfolio of business card templates for sale with Color Card Administrator, as of this login, you agree to work within and abide by the conditions set forth in CCA's Content License and Payment Agreement for Content Providers and CCA's Additional Use Image Licensing Agreement for Content Providers.

This is a legal agreement between any Content Provider intending to display images or artwork onto the Site (in this agreement referred to as "you" or the "Content Provider") and Color Card Administrator, Inc. (also referred to as CCA), owners of PrintBusinessCards.com and other subsidiaries. While PrintBusinessCards.com is CCA's primary retail site, images and artwork may appear on other CCA websites and in marketing materials (such as our Easy Card Designer Catalog Ordering System). The Content Provider desires to appoint CCA as a non-exclusive agent to feature, print, and distribute business cards with images or artwork created by the Content Provider.

The Content Provider acknowledges that CCA prohibits any Content or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site. By uploading Content, you are warranting that you own all proprietary rights, including copyright, in and to the Content. Content cannot include any faces or other distinguishably recognizable content of any person. In addition, to the extent that the content does contain images of people or persons but without faces or other distinguishably recognizable content, you represent and warrant that you have obtained a valid and binding model release forms from all required that will permit the uses for such Content. You also warrant that where required by applicable law, you have also obtained a valid and binding release in substantially the same form relating to any identifiable property contained in the Content that might sensibly lead to the identity of or be required by the owner of such property to permit its use.
The Content Provider indemnifies CCA's directors, officers, employees, partners, affiliates, or agents from liability for any damages, whether direct, indirect, consequential, or incidental, arising out of the use of, or the inability to use any Content.

All artwork uploaded after April 11, 2012 will need to offer the Additional Use artwork. Artwork that has been approved before then, without the Additional Use enabled will be "Grandfathered" in and will not be effected. If the Additional Use is not enabled, the template artwork will not be approved and available for sale (unless authorized by CCA/ Artist Community Manager).

All Content supplied to CCA will be managed by the corporation. Content Providers may request at any time that certain artwork or images be added or removed. Content Providers will also be allowed to submit changes to their Content Producer Profile. Once an image has been purchased for a business card, the purchaser of that business card with the use of any image has the right to continue to reorder business cards indefinitely with that image for their personal or their entire company's use. The Content Provider is only paid on reorders while they are an active member of the Featured Artist Community and remain in good standing.

If at any time a Purchaser wishes to contact the Content Provider to discuss additional services, the Site shall be authorized to disseminate the Content Provider's contact information to the interested Purchaser. For further information regarding the use of confidential information retained by the Site for Content Providers or Purchasers, please refer to our Privacy Policy.

Terms of Agreement

This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to Color Card Administrator, Inc. by contacting us here or such other means of written notice acceptable to the Site which enables confirmation of your identity and your intention to terminate CCA may also terminate this Agreement for any reason by e-mail at the last address contained in your Content Provider information.

Upon the termination of this Agreement, the grant of authority given to CCA shall cease subject to the following conditions: (i) the Site shall remove Content from the Site within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, the Site shall have the right to continue selling Content until it is removed from the Site. (iii) regardless of the expiration or termination of this Agreement, the Site will continue, in accordance with this Agreement, to pay compensation due to the Content Provider in respect of purchases made during any transitional period. All new orders placed into customers' shopping carts prior to the removal of any template or artwork for sale on any site will be honored when the customer pays and checks-out regardless of how long the order remains in the shopping cart. Once these sales have been paid there will be no additional payments made to the artist as long as their account is closed.

Any external advertising or promotional materials (whether printed or created for online marketing purposes) that contain an artist's Content will remain in place until it is removed or replaced at the discretion of CCA.

Color Card Administrator, Inc. reserves the right to change the terms of this agreement at any time. If changes to this agreement are made, you will be notified through the email address you provided to us.

The Rights of the Purchaser of Your Templates

Purchasers who choose artwork or images created on the Site may only display the artwork or image on the business cards purchased from this Site and/or for use on their credit card. No other rights are associated with the purchase of artwork or images that are used on the business cards or credit card. If a Purchaser would like to use the artwork or image from the business card in any other format (letterhead, envelopes, promotional materials, etc.), the Purchaser must agree to the Additional Use Rights Agreement and purchase the Art File. Please refer to our Privacy Policy for additional information about your personal information.

In accepting this agreement, you also give us permission to contact you through the email address listed on your account. We will only contact you in the event that you need assistance in locating a Featured Artist (Content Provider) or to answer questions you are unable to satisfactorily answer in our FAQ's section and in the Community Forum Help section. As a Purchaser, you also have the ability to opt-in for additional, periodic emails notifying you of promotions and specials that we may be featuring.

The Purchaser shall accept this Agreement either for you or on behalf of an employer or the entity that is identified as the account holder, and agree to be bound by its provisions. If the Purchaser is accepting on behalf of an employer or the entity that is the account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, please do not purchase business cards on the Site.

Additional Use Image Licensing Agreement for Content Providers

The follow information provides you (Content Provider) information about the sale and management of the Additional Use Image License (also referred to as the Art File). The Art File may simply be the original source document you provided for your business card template or you may supply a high resolution image file.

*This portion of the document governs how a customer is allowed to use the artwork (also referred to as Image and Content) purchased at the time of placing their business card order.

Rules Governing Additional Uses of All Images

When a customer purchases an Art File and agrees to the Additional Use Image License, they receive non-exclusive, non-transferable use of the artwork as follows:

The artwork may be used for advertising and promotional purposes only such as:

Catalogs
Commercials
Editorials
Film and video presentations
Magazines
Newsletters
Newspapers
Printed materials - letterhead, envelopes, and brochures.
Product packaging

The customer may not use the artwork for any of the following:

Products for resale, license, or other distribution.
For pornographic, unlawful, or other immoral purposes, for spreading hate or discrimination, or to defame or victimize other people, societies, and cultures.
To endorse products and services if it depicts a recognizable person.
In a way that may defame the Content Provider, CCA, or the person(s) depicted on the image.
SELLING AND REDISTRIBUTION OF THE IMAGE (INDIVIDUALLY OR ALONG WITH OTHER IMAGES) IS STRICTLY FORBIDDEN! DO NOT SHARE THE IMAGE WITH OTHERS!
To sell or distribute website templates.
To create printed reproductions intended for resell.
To create "print on demand" items such as t-shirts, postcards, business cards, mouse pads, mugs or on any similar mass produced item that would contain the Image in any way.

Payment to Content Providers for the Sale of Art Files Governed by the Additional Use Image Licensing Agreement

Content Providers will be paid $20 for the sale of the art file (in addition to the $5 for the sale of the business card template). Payments will be made via PayPal (or other arranged method based on individual need) on the third (3rd) Wednesday of every month.

Color Card Administrator, Inc. reserves the right to modify the Additional Use Image Licensing Agreement and Payment Schedule at any time. If this agreement is modified, all Content Providers shall be notified through the email address provided to us.

Contact

If you have questions or concerns relating to this Agreement, please call +1 (888) 429-8372 or contact us Click Here.

Indemnification

Since CCA does NOT require a written model release for each Image that has identifiable people on it, we cannot guarantee the use of the Image for any purpose(s) you wish. Also, if there is a model release for the Image, CCA does not represent or make warranties whatsoever as to the legality or validity of any model release.

Furthermore, certain Images may be subject to additional copyrights, property rights, trademarks, etc. and may require the consent of a third party or the license of these rights. CCA does not grant, represent, or make any warranties that it owns or licenses any of the mentioned. It's solely your responsibility to make sure that you have all the necessary rights, consents, and licenses for the use of the Image.

You acknowledge that by merely possessing an Image, the ownership does not get transferred to you and you may not claim it as your own. Your license is non-transferable, which means that you are not given the right to sell, rent, give, sublicense, or otherwise transfer the Image or the right to use the Image to anyone else. The work you create with the Image must be used either by yourself or by your client. You also warrant that you will do your best to prevent third parties from duplicating the Image.

CCA cannot be held responsible for any type of copyright violations, and cannot guarantee the legality of the Images stored in its system. You use the Image(s) at your own risk!

You agree to indemnify, defend, and hold harmless CCA and its officers, employees, shareholders, directors, and suppliers against all claims, liability, damages, costs, and expenses, including legal fees and expenses, that may arise out of, or related to, the use of any Image. You also agree to indemnify CCA and its officers, employees, shareholders, directors, artists, and suppliers should you breach any part of this agreement, the use of this site and the use or the inability of use of any Image, your failure to abide by any restriction regarding the use of an Image, or any claim by a third party related to the use of an Image.

Warranty and Liability

CCA's WEBSITE AND THE IMAGES ARE PROVIDED "AS IS". NO WARRANTY IS OFFERED, EXPLICIT OR IMPLIED, REGARDING ANY IMAGES, THE WEBSITE, THE ACCURACY OF ANY INFORMATION, OR ANY RIGHTS OR LICENSES UNDER THIS AGREEMENT. THIS INCLUDES, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CCA DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR THE IMAGES WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

CCA WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, LOST PROFITS, OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF YOUR USE OF THE WEBSITE OR THE IMAGES.

Agreement to Mediate Disputes

In the event that any dispute arises between the parties in relation to this Agreement, or out of this Agreement, and the dispute is not resolved by negotiation, the parties agree to submit the dispute to mediation. The parties further agree that their participation in mediation is a condition precedent to any party pursuing any other available remedy in relation to the dispute.

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Diego California, before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. Allocation of Fees and Costs: Both parties agree to pay for their own legal expenses and share in all arbitration fees.

General

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of this agreement, the Privacy Policy and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. The Site's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

Payment

Content Providers will be paid business card licensing fees in two ways. A $5.00 licensing fee will be paid to the Content Provider each time a new customer or returning customer orders business cards. This license also allows the purchaser to use their business card image on their credit card. A one time $20 Extended Business Card Licensing fee is paid to the Content Provider when the corresponding image submitted (also referred to as the Art File) is purchased by a customer.

The $5.00 license fee is paid to the artist for each new order and on every reorder, regardless of the order quantity of that order unless an Extended Business Card License has been or is purchased. This Extended Business Card License fee only gives the customer the right to display the Content Provider's image on the business cards ordered at that time. All new or repeat orders will require a new one-time license fee or a $20 final Extended Business Card License to be purchased or to be on file.

The reason for the necessity of offering an Extended Business Card License (required only by very few unique customers) is that we are required to negotiate much lower prices for their company's business cards due to the number of employees and large quantity amounts to be ordered over the course of several years. These larger, infrequent situations pertain to companies that are not going to lock themselves into lifetime repeat licensing fees. These situations occur infrequently due to the fact that most companies of this size supply CCA with their own artwork. If a customer requires special pricing and personalized template programming and would like to license an image from a Content Provider the customer will be moved into a personalized business card management account. This customer will be required to purchase an Extended Business Card License from the Content Provider. The Content Provider will be paid a one time Extended Business Card Licensing fee of $20 for the Extended Business Card License. A customer with an Extended Business Card License will not be liable to pay any further licensing fees to the Content Provider for future business card orders.

The Extended Business Card License will still be governed by this agreement - restricting the customer to the use of the image only on its business cards. Please note that each image supplied from a Content Provider and the corresponding Extended Business Card License is available to be purchased over and over again by multiple companies, this is NOT a one-time sale for the Content Provider.

Additional Use Image Licensing is still available for Content Providers and Customers who wish to make the Art File available to customers. The fees and regulations for this program are outlined in the Additional Use Image Licensing Agreement for Content Providers.

Please note, it is possible for Content Providers to have a company purchase the Extended Business Card License ($20) and the Additional Use Image License ($20), resulting in a $40 sale for a particular business card template and corresponding Art File.

The Extended Business Card License provision is necessary to allow CCA's multiple divisions to negotiate fairly for all parties regarding price and long-term usage rights. CCA's intent is to act as an 'intermediary' between businesses, individual customers, and Content Providers to secure artwork and the licenses needed to use the artwork for business cards. In addition, with the permission the Content Provider, CCA acts as an intermediary to sell the extended rights of the artwork for additional business uses such as website and brochures (governed by the Additional Use Image Licensing Agreement).

CCA is a professional business card management company. CCA is in the business of selling and professionally managing business cards for small and large companies as well as licensing its software to other organizations. CCA often acts as an intermediary between their customers that desire new artwork and Content Providers that are willing to reasonably license their artwork. CCA's customers and the customers of other companies that license CCA's software for their own websites similar to CCA's website, PrintBusinessCards.com, must all be taken into consideration. CCA is not in the typical Product on Demand ('POD') business that sells a myriad of products and shares the revenue of those sales (similar to affiliate marketing). CCA is also not exactly like stock photography companies that simply license artwork. CCA falls somewhere in-between these two business models for the reasons described in this document.

Taking all of this into consideration CCA' s most important objective is to be fair and reasonable regarding license fees to its Content Providers, its direct business cards customers, and to the companies that license its business card software. CCA is very unique in the fact it licenses its business card software to other large associations and printing companies. Licensing fees paid to the Content Providers becomes much more complicated and needs to be clear and fair when taking into consideration how other organizations will use CCA's business card software and additionally sell the Content Providers' images. These major differences in CCA's unique business model have all been taken into consideration by CCA's management. Anyone attempting to compare CCA to other print on demand or stock photography companies must consider all of these factors in their evaluation. It is CCA's absolute intention to be as fair as possible to all parties involved within its multiple divisions and relationships thus opening as many sales outlets as possible for both CCA and its Content Providers.

All payments will be made through PayPal (other payment arrangements may be negotiated on a case-by-case basis). There is no payout minimum for Content Providers. Payments will be disbursed on the third (3rd) Wednesday of every month, unless otherwise agreed upon. If you do not have a PayPal account, please sign up for one at www.PayPal.com and notify us of the email address associated with your PayPal account by contacting us here.

Color Card Administrator, Inc. reserves the right to modify the Content Provider Fee Schedule and Payment Agreement at any time. If this agreement is modified, all Content Providers shall be notified through the email address provided to us.

Arbitration

You agree to indemnify and hold harmless Color Card Administration, Inc. against loss or threatened loss or expense by reason of the liability or potential liability arising out of any claims for damages. This contract is expressly contingent on all parties initializing an arbitration clause. By agreeing to this Agreement you are initiating an arbitration clause agreement that shall be interpreted and construed according to, and governed by, the laws of California. In the event that the parties cannot by exercise of their best efforts resolve the dispute, they shall submit the dispute to mediation in San Diego California. In any proceeding by which one party either seeks to enforce its rights under this Agreement or seeks a declaration of any rights or obligations under this Agreement, each party shall be responsible for its own attorney fees, and costs and expenses incurred.

Updates and Modifications to Agreement

Color Card Administrator, Inc. reserves the right to modify the Content Provider Fee Schedule and Payment Agreement at any time. If this agreement is modified, all Content Providers shall be notified through the email address provided to us.

Contact

If you have questions or concerns relating to this Agreement, please call +1 (888) 429-8372 or contact us Click Here.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF CCA AGREEING TO PROVIDE A MEANS FOR THE SALE OF YOUR CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND CCA, WHICH SUPERCEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND CCA RELATING TO THE SUBJECT OF THIS AGREEMENT.

Updated 4/25/12

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