Creator Agreement


This Creator Agreement ("Agreement") is a legal binding, non-exclusive agreement between you and Halsell, LLC and governs the terms by which you make your media works available to Halsell, LLC, a limited liability company organized under the laws of Texas (together with our Affiliates, "Halsell", "we" or "us") for distribution and licensing through the Halsell websites (the "Website") and/or otherwise. Please read this Agreement carefully.

Overview

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

This Agreement applies to any works, including video footage, audio visual works, photographs, illustrations, music and other audio files, animations, 3D models, motion graphics, VR 360, data files, program templates and other audiovisual and digital media works submitted to us ("Content") and any tags, captions, metadata, annotations, information or releases you provide to us relating to the Content ("Content Information") that you submit to us. You grant Halsell a worldwide, non-exclusive right to use your name, display name and Content in connection with Halsell's marketing and promotional activities without the payment of any compensation to you.

Halsell shall have the right, but not the obligation, to license all Content to its customers for use in accordance with license agreements entered into by Halsell, including but not limited to Halsell, LLC License Agreements (collectively, "Licenses").

Ownership of Content

All copyrights will remain in possession of the original copyright owner and in now such way will rights be transferred to Halsell. With that said, by submitting Content to Halsell, you expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the laws of the State of Texas, United States Copyright Act or similar laws of any jurisdiction, so that consumers may use your Content in accordance with the Licenses issued by Halsell.

Compensation

Halsell shall pay you a royalty of 50% of all license fees collected by us from customers, resellers and other redistributors for each unique download of your Content. We will retain 50% of such license fees as compensation to us (both of such percentages, collectively "Net License Revenue"). The price of each download will vary due to the pricing structure and variety of price points. If the anyone downloads the same item of Content more than once, you will be paid only once. Royalty payments must be requested by the Creator and payments will only be issued when Creators account reflects a balance in excess of $50. Payments will only be issued through the provided Payment Processor. Halsell shall have the right to change the way it processes payments at any given time, this may include changing or adding additional Payment Processors. Notice shall be given to Creators upon such changes made to Site.

Halsell shall have the right to recoup royalties paid to Creators in connection with refunds issued by Halsell by deducting applicable royalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions. If Halsell makes an overpayment of royalties or other compensation to you for any reason, Halsell shall have the right to deduct the amount of such overpayment from you accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.

In the event that your account is suspended, terminated or cancelled by any means prior to accrued earnings in your royalty account, you thereby forfeit such royalties. If your account is terminated or suspended for a breach of the material terms of the Agreement, in addition to its other rights at law or in equity, Halsell shall have the right to retain any royalties and/or compensation otherwise payable to you hereunder as liquidated damages.

Halsell may withold 30% of your earnings in the event that you reside in a foreign country that does not have a tax treaty with the United States. Halsell may also withold your entire earnings in the event that the Creator has not completed the identity verfication and tax information process.

Releases

All releases must be provided in their designated field upon uploading Content. These releases should include:

  • Model Releases from any persons whose name, voice, face, or likeness is recognizably depicted in Content;
  • Property Releases from owner of any recognizable property that is contained or depicted in Content
  • Property Releases from the owner of any third-party trademark, trade dress, logo, copyrighted, design, art architecture, audio, or other works that is contained or depicted in Content.
  • Information provided in such releases must be accurate and valid for all Content that you contribute to Halsell websites. Halsell may furnish copies of releases to customers, as necessary, in order to respond to any potential or actual legal action, to comply with applicable laws, regulations, and/or union reporting requirements, or any other reason Halsell deems reasonable in its sole discretion.

    Any falsified or inaccurate releases is a breach in our agreement. Releases submitted by you must not contain any terms inconsistent with our agreement or contain restrictions not contained in the provided Halsell releases.

    All content submitted for "Editorial Use Only" shall faithfully depict the subject and be accompanied by accurate titles and keywords. You must provide Halsell evidence of Credentials upon request if certain "Editorial Use Only" Content requires an attestation of authority from a third party granting Creator's right to record such Content. Content designated for "Editorial Use Only" may also be permitted for commercial purposes in which consumer obtains the necessary rights and clearances for such use.

    Content

    Halsell will withhold the right to refuse to accept or to remove Content from its Site for any reason it deems suitable. If Content violates the Halsell Creator Agreement, it shall be removed immediately in Halsell's sole discretion without notice. If Halsell removes Content from Site you may not repeatedly upload such Content and doing so will result in termination of account. Content that has been downloaded by consumers and later removed by you will remain under license for any customer that downloaded item before being removed. All such licenses will remain in effect.

    All Content may be used for advertising and/or marketing purposes by Halsell in any manner it deems appropriate. If your Content is chosen for such advertisements and/or marketing, Halsell will not be obligated to compensate you for such useage. These advertisement and/or marketing avenues may include social media platforms or any platform on the internet.

    All Content may be used under an "Enhanced License" which will grant consumer the right to make broader use of the Content and be provided less restrictions in which they can reproduce such Content. To get more acquainted with our "Enhanced License" please refer to our Content License Agreement.

    All Content must follow our Submission Guidelines in order to retain an active status on our platform. Halsell does not accept pornographic, defamatory, illegal in nature or deceptive material. Content that does not adhere to our Submission Guidelines will result in immediate removal of such content an/or immediate termination of account.

    Taxes

    All U.S. residents, as stated by the Internal Revenue Service (IRS), must complete and execute an IRS Form W-9 and submit form under your account settings page before any payments from Halsell can be issued to you. A W-9 is required by the IRS in order to certify under penalty of perjury that your social security number is accurate and that you are not subject to backup withholding taxes.

    All non U.S. residents, as stated by the Internal Revenue Service (IRS), must complete and execute an IRS Form W-8 and submit form under your account settings page before any payments from Halsell can be issued to you. Halsell may be obligated to withhold a percentage of your earnings in order to comply with the IRS. Please visit the Tax Center for more information regarding your Tax obligations.

    Trademarks

    You may not use any Halsell trademarks for any reason. The Halsell platform, the look and feel of website, including headers and footers, graphics, buttons, icons, and script is a trade dress and/or trademark or service mark of Halsell and may not be copied, imitated or used, in whole or in part. Halsell does not allow the use of such trademark in blog name or sical media handles or channels, metatags, keywords or any other programming language or data. You may not copy words, slogans, logos, or content from any Halsell site or subsidary sites. Trademark(s) means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in th efuture used by Halsell. All rights to Halsell Trademarks are hereby reserved by Halsell.

    Copyright Infringement

    Halsell will take the necessary steps required to protect its rights in the Content associated with its Site. However Halsell is not obligated to take such legal action againsts any convicted infringer. In the event that your Content is believed to be misused, it is advised that you send Halsell a written notice regarding such incident to receive a Halsell's written consent in return. Failure to do so may hinder your abilities to achieve justice on such claims.

    Representations, Warranties, and Disclaimers

    You hereby warrant and represent as of the the date you created an account with Halsell as follows:

    1. The Content that you upload is original and exclusively created by you and solely you and your Content Information does not infringe or violate any copyright(s), trademark(s), privacy rights, publicity rights, or other proprietary right of any third party or defame any third party;
    2. You are at least eighteen (18) years of age and have the legal capacity and authority to enter into the Agreement, grant your license to us and perform your obligations under the Agreement;
    3. You have acquired all necessary rights to use third party content in your content (e.g. sounds, lyrics, vocals, beats, video music and/or image collaborations);
    4. Content that consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator), the end user license agreement, terms of service or the equivalent license held by you permits you to incorporate such elements in Content created by you, and to license such Content to Halsell for the purposes set forth herein;
    5. No suit actions or claims or other legal proceedings now pending or threatening which may directly or indirectly affect the Content or which may affect your rights in such Content;
    6. All information provided to us by you or under you Halsell account or user ID is accurate and complete, including all information relating to you and your payment account, and you agree to update such information as is necessary for such information to continue to be accurate and complete. We may withhold any payment to you until we have receive the informaiton and documentation that we reasonably determine is necessary to verify your identity information or resolve any open question raised regarding your rights in or to Content or comply with legal requirements;
    7. You have obtained valid credentials for each content listed under "Editorial Use Only" for which credentials may be required;
    8. You will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Halsell or the sale of your Content - nor will you advertise or otherwise publicize your relationship with Halsell - nor will you use Halsell's Trademarks through the use of search engine advertising and/or marketing. Such advertising and/or marketing ight infringe on the intellectual property rights of Halsell and/or third parties. Halsell shall be under no obligation to pay you any referral fees or other compensation if you violate the terms set forth in this Agreement.

    Halsell hereby warrants and represents the following:

    1. it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and
    2. upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Halsell may send you written notice of such claim, using the email address provided by you to Halsell, specifying the details of the claim as then known to Halsell.
    3. Pending the determination of such claim, Halsell may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Halsell. You will cooperate fully with Halsell in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.

    Indemnification

    You agree to indemnify and hold Halsell, its subsidiaries, affiliates, directors, officers, and employees harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the Agreement. You will only be liable for any incidental, consequential, or special damages in the case of third party claims. Halsell may withhold amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity under this Agreement and amounts that we determine are required to be withheld by law.

    Halsell shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of Halsell's representations or warranties or any of Halsell's obligations pursuant to the Agreement. Halsell will only be liable for incidental, consequential, or special damages in the case of third party claims.

    The indemnified party shall (i) promptly notify the indemnifying party of the Claim (provided that the failure to do so will not excuse the indemnity obligation unless the failure to notify causes material prejudice to the indemnifying party); and (ii) cooperate with the indemnifying party in the defense of any Claim, at the indemnified party's expense. The indemnifying party will have the opportunity to defend the Claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. If for any reason the indemnifying party does not timely elect to or fails to timely defend a Claim as provided herein, the indemnified party may do so at the indemnifying party's sole expense. Notwithstanding the foregoing, (A) unless your insurance carrier agrees to indemnify Halsell and assumes the defense of a Claim, Halsell shall have the right to defend and control the defense or settlement of the Claim, and (B) the party controlling the defense of the Claim will not enter into any settlement agreement that creates a financial obligation on the other party to the Person making the Claim that is not reimbursed or assumed by controlling party without the other party’s written consent, which will not be unreasonably withheld or delayed.

    Miscellaneous

    The relationship of parties does not reflect a partnership, joint venture, employment, franchise, or agency created hereby between the parties. The relationship of the parties is that of independent contractors.

    The Agreement contains the entire understanding of the parties with respect to the subject matter covered herein and supersede any prior agreements with respect to such subject matter.

    The validity, interpretation and enforcement of the Agreement, matters arising out of or related to the Agreement or its making, performance or breach, and related matters shall be governed by the internal laws of the State of Texas (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of the Agreement, matters arising out of or related to this Agreement or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of Texas in the County of Dallas, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.

    If any individual term of the Agreement is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the Agreement, so that the Agreement shall otherwise remain in full force and effect. The Agreement shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.

    Halsell will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content or the termination of your Creator Account.

    Please note that Halsell reserves the right to modify these terms at any time by an announcement on your login page. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Halsell, pursuant to the terms herein, all or that portion of your Content to which you do not wish the changes to apply.

    In the event that you breach any of the terms of this or any other agreement with Halsell, Halsell shall have the right to terminate your account without further notice, in addition to Halsell's other rights at law and/or equity.

    It is expressly understood and agreed that this Agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Agreement as to third parties.

    Acceptance of this Agreement

    By creating a Creators Account and/or submitting any Content to Halsell you are accepting and agree to be bound by the terms set forth in this Agreement. If you do not agree or accept the terms set forth above, do not submit or upload any Content to the Halsell Site.

    You acknowledge that you have read this Agreement and any other agreements or terms which may be incorporated by reference herein, understand it, and have had an opportunity to seek independent legal advice prior to agreeing to it.

    Revision Date: September 19, 2018.