PHOTOGRAPHER CONTRIBUTION AGREEMENT

This Agreement (the "Agreement") is made and entered into as of the date of the Photographer's registration (the "Effective Date"), by and between Stockmore Images Inc., a corporation organized and existing under the laws of the Province of Ontario, Canada, (hereinafter referred to as "Stockmore," "we," "us," or "our") and the individual or entity registering as a photographer (hereinafter referred to as the "Photographer," "you," or "your").

WHEREAS, Stockmore operates an online platform for the licensing and distribution of photographic images;

WHEREAS, the Photographer desires to submit original photographic works to Stockmore for potential licensing to third parties;

WHEREAS, the parties intend to establish the terms under which such submissions and licensing shall occur, with explicit prohibitions on the use of artificial intelligence;

NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

REGISTRATION AND ACCOUNT MANAGEMENT

1.1 Upon completion of the registration process on the Stockmore platform (the "Platform"), you represent and warrant that all information provided, including but not limited to your full legal name, physical address, contact details, and payment information, is accurate, complete, and current. You agree to promptly update any changes to such information through your account dashboard.

1.2 You shall maintain a valid email address associated with your account for receipt of all communications from Stockmore, including but not limited to contractual notices, operational alerts, and payment confirmations. Failure to maintain an accessible email may result in suspension or termination of your account.

1.3 Stockmore reserves the absolute right to approve, deny, or revoke registration at its sole discretion, without liability or obligation to provide reasons therefor.

1.4 In the event of termination of this Agreement for any reason, you shall not re-register or enter into a new agreement with Stockmore without obtaining prior written consent from Stockmore. Violation hereof shall constitute grounds for immediate termination and potential legal action.

SUBMISSION OF IMAGES

2.1 "Images" shall mean any original digital photographs submitted by you to Stockmore during the term of this Agreement, excluding any video, audio, illustrations, or other media types unless expressly approved in writing by Stockmore.

2.2 All Images and associated metadata must conform to Stockmore's technical specifications, quality standards, and content guidelines as published on the Platform and updated from time to time. Stockmore may reject or remove any Image at its sole discretion.

2.3 You shall designate each Image as either "Rights-Managed" or "Royalty-Free" upon submission and ensure consistency with any similar images licensed elsewhere. Identical or substantially similar Images may not be submitted under conflicting license types.

2.4 You agree to update the Platform with accurate information regarding Image availability, prior licenses, and restrictions. Any exclusive sales outside the Platform must be reported to Stockmore forthwith.

2.5 Images may be submitted on a non-exclusive basis, permitting you to license them independently, or on an exclusive basis, warranting that such Images are not available through any other channel except your personal portfolio for non-commercial display.

2.6 No Image shall be generated, modified, or enhanced using artificial intelligence, machine learning algorithms, or any automated generative tools. You warrant that all Images are solely the product of human creativity and traditional photographic processes. Any violation of this prohibition shall result in immediate termination and forfeiture of all unpaid commissions.

2.7 Stockmore shall have no obligation to review or verify submitted Images or metadata, and you bear sole responsibility for compliance with all applicable laws and this Agreement.

DELETION AND WITHDRAWAL OF IMAGES

3.1 You may request deletion of any Image after providing ninety (90) days' written notice to Stockmore, except in cases of potential legal claims, where immediate notification is required.

3.2 Deletion shall not affect pre-existing licenses, negotiations initiated prior to deletion, or re-uses consistent with original license terms, for a period of up to two (2) years post-deletion.

3.3 You covenant not to enter into any conflicting arrangements post-deletion that impair Stockmore's rights under existing licenses.

3.4 Indemnification obligations under Section 6 shall survive deletion.

WARRANTIES AND REPRESENTATIONS BY THE PHOTOGRAPHER

4.1 You warrant and represent that:

• (a) You possess full legal capacity and authority to enter into this Agreement;
• (b) You are the sole owner of all copyrights in the Images or have obtained all necessary permissions from the copyright holder;
• (c) The Images do not infringe any third-party intellectual property rights, privacy rights, or publicity rights;
• (d) No artificial intelligence or automated tools were used in the creation, editing, or enhancement of any Image;
• (e) Where model or property releases are indicated, such releases are valid, irrevocable, and permit unrestricted worldwide use, including sensitive contexts, unless restrictions are explicitly noted;
• (f) All metadata, captions, and descriptions are accurate, non-infringing, and compliant with applicable laws;
• (g) The Images were not captured in restricted locations without permission;
• (h) Moral rights have been waived where applicable;
• (i) No claims exist or are anticipated regarding the Images.

4.2 You grant licensees the right to modify Images, provided such modifications are not unlawful.

4.3 You shall not contact licensees directly regarding Image use.

GRANT OF RIGHTS TO STOCKMORE

5.1 You grant Stockmore a non-exclusive (or exclusive, if so designated), worldwide, sublicensable license to market, license, distribute, reproduce, and exploit the Images in any media, current or future.

5.2 Stockmore may adjust license types, add metadata, or impose additional restrictions to enhance marketability.

5.3 For optional novel uses, you may authorize Stockmore to license Images at discretionary prices, including for machine learning (but only with human-created Images, no AI generation permitted).

5.4 Stockmore may participate in distribution networks with your consent, subject to adjusted commissions.

INDEMNIFICATION

6.1 You agree to indemnify, defend, and hold harmless Stockmore, its affiliates, officers, directors, employees, agents, licensees, and distributors from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• (a) Any breach of your warranties or obligations;
• (b) Infringement claims related to Images or metadata;
• (c) Use of artificial intelligence in violation of this Agreement.

6.2 This indemnification shall survive termination.

PAYMENT AND COMMISSIONS

7.1 Commissions shall be calculated based on net license fees after deductions for taxes, refunds, and third-party fees, as per Stockmore's commission schedule (e.g., up to 50% for direct sales).

7.2 Payments shall be made monthly when cleared balances exceed USD $50, in your preferred currency.

7.3 Stockmore may deduct overpayments, debts, or anticipated liabilities from your account.

7.4 Accounts may be audited or placed on hold for suspected irregularities.

TERMINATION

8.1 Either party may terminate upon 45 days' notice, or immediately for material breach, insolvency, or violation of AI prohibitions.

8.2 Upon termination, Images shall be removed, but existing licenses persist.

8.3 Survival clauses include indemnities, warranties, and payment obligations.

LIMITATION OF LIABILITY

9.1 Stockmore's aggregate liability shall not exceed commissions received in the preceding twelve (12) months, capped at USD $25,000.

9.2 No liability for indirect, consequential, or punitive damages.

9.3 Claims must be brought within one (1) year.

GOVERNING LAW AND DISPUTE RESOLUTION

10.1 This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to conflict of laws principles.

10.2 Disputes shall be resolved through binding arbitration in Toronto, Ontario, under the rules of the ADR Institute of Canada.

MISCELLANEOUS

11.1 No assignment without consent.

11.2 Severability; no waiver.

11.3 Entire agreement; amendments require 45 days' notice.

11.4 Force majeure excused.

DEFINITIONS

"Rights-Managed": License limited by use, duration, territory, etc.

"Royalty-Free": Unlimited use for one-time fee.

Other terms as defined herein.

By registering, you acknowledge having read, understood, and agreed to this Agreement.