Content Submission Agreement


WeSay.com is a photographer friendly site. Photographers retain all ownership rights to photographs. WeSay will not sell any photographs dislayed here.

This Agreement asks you to give us the right to display your work.

We want you to have the opportunity to display your work, but please, do not submit any photographs that belong to someone else or that infringe on anyone else's rights.  Thanks for your participation!



1. DEFINITIONS
The "Site" is the interactive on-line service operated by Decimos LLC ("Decimos LLC") accessible through www.wesay.com on the World Wide Web of the Internet, consisting of information services and content provided by Decimos LLC, affiliates of Decimos LLC and other third parties, and any successor or affiliated interactive on-line service.  "We" and "us" mean and refer to Decimos LLC.  "You" and "yours" means and refers to each person who establishes or accesses a connection ("Account") for access to and use of the Site.


2. GENERAL
(A) This WeSay.com Content Submission Agreement (the "Agreement") sets forth the terms and conditions that apply to all and any content submissions, including but not limited to all images, text and/or videos submitted by you to the Site whether by upload, email, MMS, disc or otherwise ("Content").  

(B) By submitting Content to the Site, if you are over the age of eighteen (18) you warrant that you are able to accept the terms and conditions of this Agreement and that you agree to comply with and be bound by this Agreement.  If you are at least fourteen (14) years of age, but under the age of eighteen (18) years, you are telling us that you have the permission of your parent or legal guardian and that they have approved of and consented to you submitting Content to the Site and being bound by this Agreement.  More specifically, you agree to comply with all of the terms and conditions hereof, our WeSay.com Terms and Conditions, our Privacy Policy, and any additional terms and conditions that may apply to specific sections of the Site, all of which are expressly incorporated into this Agreement by reference.  You may not submit content to the Site if you are under fourteen (14) years of age.  

(C) In addition, by using the Site you warrant that you have and will maintain the necessary hardware and software required for submission of Content and communications relating thereto and that you are able to supply the Content in digital format.

(D) If you do not accept the terms and conditions of this Agreement you will not be able to register as a member or use the Site, nor will you be able to submit Content or make any submissions whatsoever.


3. CHANGES TO THIS AGREEMENT AND THE SITE
(A) We shall have the right at any time to change or modify the terms and conditions applicable to this Agreement, your submission of Content, or any other use by you of the Site, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use.  Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on the Site, or by electronic or conventional mail, or by any other means by which you obtain notice thereof.  Any use of the Site by you after such notice shall be deemed to constitute acceptance by you of such changes, modifications or additions.  

(B) We shall have the right at any time to change or discontinue any aspect or feature of this Site that allows you to submit Content, including, but not limited to, the type of Content submitted, hours of availability, and equipment needed for access, use, or submission of Content.


4. SUBMITTING TO WESAY.COM
(A) In order to submit Content to the Site you must have completed the online registration process and have been accepted as a member.  You warrant that all information supplied during registration is truthful, accurate, current, and complete.  In the event that the information you have supplied is untrue, inaccurate, or incomplete, you agree to indemnify us against any loss or damage incurred by us and any person to whom your Content may be licensed.  

(B) When you submit Content you may be required to complete a Registration Form.  Failure to complete all parts of a Registration Form may result in the rejection of your submission.

(C) The information requested in the Registration Form may be essential for us to assess the propriety of Content submitted by you.  You warrant and undertake that all information supplied in your Registration Form is truthful, accurate, current, and complete.  In the event that the information you have supplied in the Registration Form is untrue, inaccurate, or incomplete you agree to indemnify Decimos LLC and any person to whom your Content may be licensed against any loss or damage arising as a result.

(D) Once you have submitted Content to the website, you understand that you are granting us a license to display your Content on the Site as set forth herein.  We shall give consideration to any such request from you, but under no circumstances shall we be obligated to return or remove any Content, or to abandon any license granted by you, once you have submitted Content to us.


5. YOUR CONTENT
(A) You guarantee that all Content submitted by you or through your account is your own original work and if any part is not, then you have in place all relevant assignments necessary for the transfer and license granted under the terms and conditions of this Agreement to be effective.  You also guarantee that you are and will be entitled to transfer and license the rights in the Content including copyright and all other intellectual property rights.  You agree to indemnify us and any person to whom your Content may be licensed against your breach of this clause.  

(B) We believe it is important that you be named and credited as the creator of your photographs, and we will exercise reasonable efforts to ensure that you are whenever we display them.  We cannot guarantee, however, that we will always be able to do so, nor can we assume any liability to you for failing to attribute your photographs to you.  We can promise you that we will promptly correct any such failure which you bring to our attention.

(C) We also believe that it is important that your photographs be displayed consistent with your artistic vision and in a manner that is consistent with your honor and reputation, and we will exercise reasonable efforts to ensure that is respected in any modification of your photographs for display on the Site.  However, similar to the functions of a photo editor at a newspaper or magazine, it may be necessary to do some editing of your photographs to address issues such as sizing and clarity so that we can display them on the Site.  We cannot guarantee that we will always be able to meet your vision or edit your photographs in a manner that will be acceptable to you, nor can we assume any liability for failing to do so.  We can promise that we will make reasonable efforts to address and remedy any objectionable editing that you bring to our attention.  

(D) You agree and undertake that you will not submit to the Site any Content that: (a) is unlawful or which gives rise to civil or criminal liability; (b) infringes upon the intellectual property rights of any third party; (c) infringes on the privacy rights of any person; (d) contains abusive, illegal, pornographic, defamatory, untrue, obscene, inflammatory or racist material whatsoever; (e) is not a "true" photo, that is, an image that has been altered from its original state, for example, by airbrushing, amalgamation of images, or cropping images unnaturally to alter the context of the Content; (f) is not accurately and fairly described by you or is inconsistent with or does not conform to any description by you; (g) harasses any person; or (h) solicits, invites, encourages, advocates, incites or provokes any or all of the foregoing.  

(E) You further agree that you, in using the Site, in creating or obtaining Content for submission to the Site, and in any other activity relating to your use of the Site, will conduct yourself in an ethical and lawful manner.  You will not in any way conduct yourself in a manner that is unlawful, unethical, gives rise to civil or criminal liability, or which might call you or us into disrepute.  In particular, you will respect the privacy rights of all persons who may be depicted in any Content submitted by you.  

(F) You agree to indemnify and hold harmless Decimos LLC and any person to whom your Content may be licensed against all liability they may have in respect of and arising out of your use of the Site and your submissions of Content.  


6. OUR LICENSE IN AND USE OF CONTENT SUBMITTED BY YOU
(A) In return for allowing you to submit Content to the Site so that it may be displayed on the Site, you agree that we shall have a royalty free, worldwide nonexclusive, nonterminable, perpetual license to display your Content on the Site and that we are entitled to edit, modify or adapt the Content for display.  You hereby grant us all copyright, moral, and other intellectual property rights in submitted Content required by us to display your Content and to edit, modify or adapt your Content for display.

(B) You still retain ownership of all rights in your Content, including copyrights and moral rights.

(C) You agree that we may use your Content for promotional purposes, including but not limited to print or web publication in direct relation to media articles about us or the Site.

(D) We will take reasonable steps to ensure that we use your Content consistent with this Agreement and, should we fail to do so, we will attempt in good faith to promptly remedy any situation you bring to our attention.  We will not compensate you in any manner, however, for our use of your Content that is consistent with this Agreement.  In particular, and without in any way limiting the foregoing, you shall not be entitled to any share of user fees, advertising revenues, or other income or consideration of any kind generated by the Site.  



7. LIABILITY
(A) We give no other warranty in connection with accepting, displaying, promoting, managing, licensing, or any of our other actions, or failure to act regarding your Content.  Specifically, we give no warranty as to infringement by any third person of your rights in Content submitted to the Site, or as to the maintenance, display, or accessibility of Content on the Site or otherwise, either before or after you have submitted Content to the Site.  To the maximum extent permitted by law, WE EXCLUDE LIABILITY FOR ANY OTHER LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR SUBMISSION OF CONTENT TO THE SITE, INCLUDING, WITHOUT LIMITATION ANY DIRECT, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER WE KNEW OR REASONABLY SHOULD HAVE KNOWN OF SUCH DAMAGES OR THE POSSIBILITY THEREOF.  These terms above shall not limit any rights you might have as a consumer that may not be excluded under applicable law.

(B) We shall not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond our reasonable control, including without limitation Internet outages, communications outages, fire, flood, war or act of God.


8. TERMINATION
(A) We are entitled to terminate this Agreement and immediately remove, cancel or suspend access to and use of the Site upon your breach of any part of these Terms whatsoever.  You may at any time notify us by email that you wish to terminate your membership in the Site.  

(B) While you are under no obligation to submit or continue to submit Content to the Site, your termination of your membership in the Site or of this Agreement shall not operate to modify, terminate, or revoke your grant of rights and licenses in Content already submitted by you.  In particular, you understand that we typically will continue to display and otherwise exercise our rights in Content already submitted by you.  We shall consider any such request by you, but under no circumstances shall we be required to return or remove Content already submitted by you at your request regardless of whether you have terminated your membership or this Agreement


9. GENERAL
(A) Nothing in this Agreement shall be construed as creating a partnership, joint venture, or any other agency relationship between the parties, and neither party by virtue of this Agreement shall have the power to obligate or bind the other party in any manner whatsoever.

(B) This Agreement and any operating rules for the Site established by us constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter.  If any restriction is held to be invalid or unenforceable by a court of competent jurisdiction, it is intended and understood that such invalidity or unenforceability will not affect the remaining restrictions, which shall remain in full force and effect and be construed as far as possible to reflect the parties' intentions.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.  The section headings used herein are for convenience only and shall not be given any legal import.

(C) This Agreement is to be governed by and construed in accordance with the internal laws of the State of Illinois, without regard for principles of conflicts of laws.  Venue for any proceeding arising out of or relating to this Agreement, or civil actions, claims, or disputes relating to this Agreement, shall exist exclusively in Cook County, Illinois.  Any and all civil actions, claims, disputes or proceedings arising out of, or relating to, this Agreement shall be referred to final and binding arbitration, before a single arbitrator, under the commercial arbitration rules of the American Arbitration Association.  You and we shall select the arbitrator, and if you and we are unable to reach agreement on selection of the arbitrator within thirty (30) days after the notice of arbitration is served, then the American Arbitration Association shall select the arbitrator.  Arbitration shall not commence until the party requesting it has deposited One Thousand Dollars ($1,000.00) with the arbitrator as a retainer for the arbitrator's fees and costs.  The party requesting arbitration shall advance such sums as are required from time to time by the arbitrator to pay the arbitrator's fees and costs until the prevailing party is determined or the parties have agreed in writing to an alternate allocation of fees and costs.  Judgment upon any award rendered by the arbitrator shall be final, binding and conclusive upon you and us, and your and our respective administrators, executors, legal representatives, successors and assigns, and may be entered in any court of competent jurisdiction.    



10. QUESTIONS AND COMMENTS
All questions, comments or enquiries should be directed to use here.


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