Terms of Service

Namibstock cc and, where the context requires, its affiliates ("Namibstock") operates a global marketplace for stock media. Namibstock’s customers pay a fee to license content from the Namibstock websites (collectively, “Namibstock Websites").

The following is intended to convey the general scope of each term and does not replace the TOS. Your rights and obligations are controlled solely by the TOS.

The following Terms of Service ("TOS") is a legally binding, non-exclusive agreement between you and Namibstock. Please read the TOS carefully and be sure you understand it fully. The TOS describes and controls your legal relationship with Namibstock, the rights you are granting to Namibstock in any photographs, images, vectors, moving images, animations, films, videos, audiovisual works or other media together with any associated keywords, metadata and/or titles submitted by you to Namibstock (collectively, "Content") and the uses Namibstock may make of the Content.

The TOS also includes a binding arbitration agreement that requires arbitration of covered disputes instead of litigation by court.

By submitting content to Namibstock, you agree to all the terms in this agreement.

Overview

By submitting any Content to Namibstock, you grant to Namibstock a worldwide, sublicensable, non-exclusive right and license to index, analyze, categorize, archive reproduce, prepare derivative works incorporating, publicly display, sell, advertise and market, any Content uploaded by you and accepted by Namibstock for any reasonable business purpose, including but not limited to the distribution of your Content to Namibstock customers, to optimize the performance and operation of Namibstock’s platform and services and to develop new features and products. You also give permission to Namibstock to add, modify or remove information related to your Content in order to manage and license such Content.

You are granting Namibstock the non-exclusive right to license and use your submitted content.

You grant Namibstock a worldwide, non-exclusive right to use your name, display name and Content in connection with Namibstock’s marketing and promotional activities without the payment of any compensation to you. Namibstock, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.

Namibstock shall have the right, but not the obligation, to license all Content through any of Namibstock’s brands and platforms to its customers for use in perpetuity in accordance with license agreements entered into by Namibstock, including but not limited to Namibstock CC Terms of Service License Agreements (collectively, "Licenses").

Ownership of Content

The copyrights in all Content remain with the copyright owner, and nothing in the TOS shall be construed as a transfer of copyright to Namibstock, subject to the licenses granted to Namibstock and Namibstock’s sublicensees. However, by submitting Content to Namibstock, you expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the laws of the Namibian Copyright  or similar laws of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by Namibstock.

You always retain ownership in and to your content.

Releases

You agree to provide valid and accurate model releases for all Content you contribute to Namibstock that, in Namibstock’s judgment, contains an identifiable face or identifiable human figure or other identifiable attribute including, without limitation, voice, appearance, or likeness. You also agree to provide valid and accurate property releases to Namibstock for all Content that requires such releases, whose determination shall be made in Namibstock’s sole discretion. All releases shall be electronically delivered to Namibstock with the Content. Content without a release that depicts an identifiable person and/or requires a property release may be accepted for "Editorial Use Only" by Namibstock in its sole discretion.

Some content you submit may require model releases and/or property releases, which you are responsible for providing.

You agree that you are solely responsible for retaining all original releases and maintaining complete and accurate release records.

The submission of falsified, inaccurate or otherwise defective releases is a material breach of the TOS. Releases submitted by you shall not contain any terms inconsistent with the TOS or contain any restrictions not contained in the Namibstock releases.

You agree that Namibstock 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 Namibstock deems reasonable in its sole discretion.

You agree that all Content submitted by you for "Editorial Use Only" shall faithfully depict the subject and be accompanied by accurate titles and keywords. You also understand and agree that certain "Editorial Use Only" Content may require an attestation of authority from a third party granting Contributor's right to record such Content (a "Credential"). You will provide Namibstock evidence of such Credentials upon request.

If you submit content for "Editorial Use Only", it may require credentials.

You agree that Namibstock may permit Content designated "Editorial Use Only" to be used in a non-Editorial manner at Namibstock’s sole discretion (e.g., Namibstock may permit a customer to use Content designated "Editorial Use Only" for commercial purposes where the customer obtains the necessary rights and clearances for such use).

Namibstock may license “Editorial Use Only” content for commercial purposes at its discretion.

Contributor Profile and Accounts

You agree to provide true and complete information relating to your Namibstock contributor account and Content, including but not limited to information relating to the date, location and equipment used in connection with creation of the Content;

Please make sure that information relating to your Namibstock account and content is true and complete.

By opening a Namibstock account, you express your consent to the Namibstock Privacy Policy, which is incorporated herein by reference and governs Namibstock’s collection, processing, storage and transfer of the Content and data submitted by you, including data relating to you, your account, your Content 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.

Namibstock has the right to refuse to establish an account or to close any 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 Namibstock’s guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with Namibstock, or for convenience.

Namibstock will terminate your account no later than ninety (90) days following its receipt of a written request from you. For the sake of clarity, before the termination of your account is made effective by Namibstock, your Content will remain available for license by Namibstock customers. Notwithstanding the foregoing, in the event that Namibstock materially modifies the TOS and does not provide you with prior notice, you may terminate your account within thirty (30) days of the effective date of such modifications.

We may close your account if you are doing something wrong. You can request that we close your account at any time as well, which we will do within 90 days.

If your account is terminated for any reason, you must obtain written authorization from Namibstock prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Namibstock in each instance.

You may not hold more than one Namibstock account, or share content with another Namibstock account, without permission.

You may not submit identical Content to more than one account without the prior written consent of Namibstock.

Content

Namibstock has the right to refuse to accept or to remove Content from the Namibstock Websites for any reason. Namibstock will remove Content if Namibstock believes that such Content may (in Namibstock’s sole discretion) subject Namibstock or any of its officers, managers, directors or employees to legal action or if the Content violates the TOS. Notwithstanding the foregoing and subject to Namibstock’s discretion, Content removed by you or opted out by you for any reason may be available for license to those customers that previously downloaded "comp" versions of the removed Content.

Namibstock shall use reasonable efforts to cause Content removed from or opted out from Namibstock Websites to be removed from the websites of any Namibstock affiliates or partners (including co-branded websites) within ninety (90) days of the removal of the subject Content from the Namibstock Websites.

Licenses issued by Namibstock for any Content that is later removed from the Namibstock Websites will remain in full force and effect in perpetuity.

Namibstock will not knowingly license model-released Content for use in contexts that are pornographic, defamatory or deceptive, or in a manner that could be considered libelous, obscene, or illegal in nature.

If your content is removed from Namibstock, existing licenses for previously downloaded content will remain in effect.

Namibstock may advertise and/or market your Content on social media platforms including Facebook, Instagram, Tumblr, Twitter, and similar sites and the applications related thereto.

Your content may be marketed on social media platforms by Namibstock.

Content Submission Guidelines

You agree to follow Namibstock’s Contributor Guidelines, which are deemed incorporated herein and made a part hereof by this reference. The submission of Content that does not adhere to Namibstock’s Contributor Guidelines may result in the termination of your Namibstock account.

Please follow Namibstock’s Contributor Guidelines when submitting content to Namibstock.

Compensation

Namibstock shall pay you a royalty for each unique download of Content for which Namibstock receives payment. The current royalty rates are available on the Contributors Earning Chart. Numerous downloads of a purchased product count as one purchase.

We will send out monthly reports on sales made for your account at the end of each month for the preceding month’s purchases. Payments will be issued to your preferred Payment platform.

Link to Contributors Earnings: https://www.namibstock.com/pages/namib-contributor-earnings

If during an accounting period, you haven't reached the Payout Minimum or provided Namibstock a valid electronic payment account, your compensation will be rolled over into the next accounting period. If you cancel your account prior to accrued earnings in your royalty account reaching the applicable Payout Minimum, you thereby forfeit such royalties. For clarity, you shall have no right to any earnings accrued following the disabling of your contributor account or until such time as the applicable Payout Minimum threshold is reached.

If your account is terminated for a breach of the material terms of the TOS, in addition to its other rights at law or in equity, Namibstock shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.

You may not use the Namibstock service as a means of transferring your Content to a single customer or to a small number of customers nor may you download your own Content. Such activity constitutes a material breach of the TOS. If you engage in such activity, Namibstock may avail itself of all rights it has hereunder, including but not limited to terminating your account and/or retaining any accrued but unpaid royalties.

Namibstock may recoup royalties paid to you in connection with refunds issued by Namibstock by deducting applicable royalties credited to your account. Credit card chargebacks will be treated in the same manner as refunded subscriptions.

If Namibstock makes an overpayment of royalties or other compensation to you for any reason, Namibstock shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.

Royalty payments based on a percentage of sales price will be based on the sales price actually received by Namibstock and calculated after making any necessary deductions for any refunds, cancellations, previous overpayments, and any taxes, levies, imposts, duties, currency exchange costs, or other similar charges that are imposed on the payments received by Namibstock. If any law, government ruling or any other restriction affects the amount of the payments which Namibstock’s licensee can remit to Namibstock, Namibstock may deduct from Contributor's royalties an amount proportionate to the reduction in such licensee's remittances to Namibstock.

If you receive your payments through an online payment processing service (e.g., Paypal, Payoneer or Skrill,) you may not share your online payment processing service account with another Namibstock contributor. Namibstock’s obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you.

For clarity, when and where appropriate Namibstock may assign its rights and obligations regarding Contributor royalties hereunder to related global legal entities, and confirms that the Contributor’s rights to such royalties will not be impaired by any such assignment.

Please do not use your account to download your own content, or to transfer content to customers. Also, you may not share your payment processing account (e.g., PayPal, Payoneer, Skrill) with another Namibstock contributor.

Copyright Infringement Claims

You hereby grant Namibstock the right and authority to take such steps as Namibstock deems commercially reasonable to protect Namibstock rights in the Content.

In the event that you believe that a Namibstock license to your Content is being misused, you shall take no action against a Namibstock licensee without providing notice of such misuse to Namibstock and receiving Namibstock’s prior written consent to such action.

If you would like to submit a notification of alleged infringement for Content on the Namibstock site, please send us a takedown notice pursuant to info@namibstock.com with the title, “takedown notice”.

While Namibstock takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, Namibstock has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.

In the event Namibstock receives a complaint about your Content, Namibstock may suspend access to such Content and terminate your account, pursuant to our DMCA Policy.

If you knowingly or repeatedly submit false copyright infringement claims and takedown notices to Namibstock, Namibstock reserves the right to disable or delete your account with no further notice to you.

We respect your rights and may take action to protect your content. If you suspect potential misuse of your content by a Namibstock customer, please contact us with the details before taking any action directly.

Representations and Warranties

You represent and warrant that:

you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;

you are under no legal disability or contractual restriction that prevents you from entering into this agreement;

you are at least 18 years of age;

the Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available;

if the Content contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics.

if the Content 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 Namibstock for the purposes set forth herein.

the Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, 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.

you possess valid Credentials for each item of "Editorial Use Only" Content for which credentials may be required.

there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder; and

You agree that you are legally able to enter into this agreement, and that none of the content you submit will violate any laws or infringe any third party's rights.

you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Namibstock or the sale of your Content - nor will you falsely advertise or deceptively publicize your relationship with Namibstock in a manner that mischaracterizes or implies sponsorship, endorsement, employment or any other affiliation that exceeds the actual scope of your relationship to Namibstock, nor will you use Namibstocks Trademarks through the use of search engine advertising and/or marketing.

You acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of Namibstock and/or third parties. In addition to its other rights and/or remedies under the TOS, Namibstock shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.

You may not publicize your portfolio in a way that falsifies the nature of your relationship with Namibstock.

Namibstock represents and warrants that:

it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Namibstock may send you written notice of such claim, using the email address provided by you to Namibstock, specifying the details of the claim as then known to Namibstock.

Pending the determination of such claim, Namibstock 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 Namibstock.

You will cooperate fully with Namibstock 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.

Confidentiality

By submitting any Content to Namibstock, you acknowledge that you will acquire certain confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data (collectively, "Confidential Information"). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.

Please do not disclose confidential information about your Namibstock account.

Indemnification

You agree to indemnify and hold Namibstock, 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 TOS. You will only be liable for any incidental, consequential, or special damages in the case of third party claims.

If a claim arises due to your breach of your representations in this agreement, you agree to cover Namibstock for its loss. If a claim arises due to Namibstock’s breach of its representations in this agreement, Namibstock agrees to cover you for your loss.

The party seeking indemnification agrees to notify the other party as soon as possible.

Namibstock 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 Namibstock’s representations or warranties or any of Namibstock’s obligations pursuant to the TOS. Namibstock will only be liable for incidental, consequential, or special damages in the case of third party claims.

If Namibstock is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, Namibstock shall have the right but not the obligation to assume control of any litigation.

When indemnification is sought due to a legal claim by a third party, the indemnified party shall:

promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the TOS, unless the failure to notify causes material prejudice to the indemnifying party; and

give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying the party's errors and omissions insurance carrier shall be deemed to be acceptable to the indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party's sole expense

Arbitration

The relationship between parties is that of an independent contractor. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. To the extent, however, you allege any employment relationship between you and Namibstock, any such claim or dispute arising out of or related to such claim, including without limitation, claims or disputes arising out of or related to your application and selection for alleged employment, alleged employment, and/or termination of alleged employment shall also be subject to arbitration. 

Class action waiver. you and Namibstock agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative action. Unless both you and Namibstock agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. 

You agree and consent to receive all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that Namibstock provides in connection with your Content and your account. Communications include agreements and policies you agree to, updates to these agreements or policies, account statements, tax statements, and any other information relating to your Content and your Account. Namibstock will provide Communications to you by posting them on the Namibstock website or by email at the primary email address on file in your Namibstock Contributor Account.

In order to access and retain electronic Communications, you will need a computer or mobile device with an Internet connection, a Current Version (as defined hereinafter) of a web browser; a Current Version of a program that accurately reads and displays PDF files; a valid email address (your email address on file with Namibstock in your Contributor Account); and sufficient storage space to save past Communications or an installed printer to print them. We will notify you if there are any material changes to the hardware or software needed to receive electronic Communications. “Current Version” refers to a version of the software that is currently being supported by its publisher. We reserve the right to discontinue support of a Current Version of software if, in our sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for use with Namibstock’s products and services.

By giving your consent you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date.

You may withdraw your consent to receive Communications electronically by writing to us at "Namibstock Cc, Attn: Electronic Communications Delivery Policy, PO Box 81533 Windhoek, Namibia", by contacting Namibstock Support . Your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it. After you consent to receive Communications electronically, you may withdraw your consent to receive tax forms electronically by contacting us as described above. 

If, after you consent to receive Communications electronically, you would like a paper copy of a Communication we previously sent you, you may request a copy within 180 days of the date we provided the Communication to you by contacting us as described above. We will send your paper copy to you by courier mail. In order for us to send you paper copies, you must have a current street address on file in your Contributor Account. If you request paper copies, you understand and agree that Namibstock may charge you a Records Request Fee for each Communication. It is your responsibility to keep your primary email address up to date so that Namibstock can communicate with you electronically. You understand and agree that if Namibstock sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Namibstock will be deemed to have provided the Communication to you. You can update your primary email address or street address at any time by updating the information on file in your "Contributor Account Settings".

Miscellaneous

The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.

The TOS 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 TOS, matters arising out of or related to the TOS or its making, performance or breach, and related matters shall be governed by the internal laws of the Republic of Namibia (without reference to choice of law doctrine). Subject to the Arbitration Agreement above, any legal action or proceeding concerning the validity, interpretation and enforcement of the TOS, matters arising out of or related to this TOS or its making, performance or breach, or related matters shall be brought exclusively in the courts of the Republic of Namibia 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 TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, or arbitration as applicable, 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 TOS, so that the TOS shall otherwise remain in full force and effect. The TOS shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.

Namibstock will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content, either by Namibstock or any sublicensee thereof, or the termination of your Contributor Account. You expressly consent to all the potential uses of your content contemplated hereby, and have no right to demand any particularized compensation arising from any individual or aggregate usage.

Please note that Namibstock reserves the right to modify these terms at any time in its sole discretion, it being understood that no changes shall apply to any pending arbitration proceeding commenced or legal claims asserted prior to such change. Namibstock will notify you of any such change by an announcement on this page, your login page, and/or by other means to provide you the opportunity to review the modifications before they become effective. Modifications to these TOS will not apply retroactively. By continuing to make Content available through Namibstock, you agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Namibstock, 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 Namibstock, Namibstock shall have the right to terminate your account without further notice, in addition to Namibstock’s other rights at law and/or equity.

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

If these terms change, we will notify you. This agreement will be governed by Namibian law.

By submitting any content to Namibstock and/or by participating in the forums, you agree to be bound by this TOS, and Namibstock’s Website Terms of Use and Namibstock’s Privacy Statement, both of which are deemed incorporated herein by this reference.

Effective as of Wednesday, August 17, 2022.