This is a contract between ShotIndia and you (''the Contributor''). Mash Audio Visuals Pvt. Ltd. maintains a website, www.shotindia.com (''ShotIndia''), engaged in the business of online portal containing images, photographs, video and other media content (''Content''). Registered users (''Members'') can browse and purchase and license content material from shotindia.com. Members can also elect to become content contributors (''Contributors''), which allows said Contributors to upload image files for the purpose of allowing ShotIndia to act as agent for licensing image rights to other users and third parties. ShotIndia in its sole discretion shall determine which of such Content is suitable for posting on the Site or other means of distribution, and only such Content as it deems suitable will be considered as ''Accepted Content'' for the purposes of applicable provisions of this Agreement. By registering you accept that a legally binding contract has been entered between you and ShotIndia on the terms and conditions as set out in the Agreement.

The Contributor wishes to appoint ShotIndia as its non-exclusive agent to license, sub-license and distribute Content produced by the Contributor on the terms and conditions of this Agreement, ShotIndia's License Agreement, as such Agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein ("the License Agreement"), or any other distribution partner license agreement and as per the terms and conditions of this Site. For the purposes of this Agreement, License Agreement shall be deemed to include all of the Extended License options and provisions to which Contributor has opted in using his or her account profile on the Site.

By uploading Content, Contributor agrees to give ShotIndia and all users the irrevocable, non-exclusive, perpetual, royalty-free rights to use the Content for any purpose including but not limited to license, distribute, publication, display, modification, alteration, creation of derivative works, or products. Contributor also grants ShotIndia the right to use the Content for any and all promotional purposes. ShotIndia shall have the right to license any Content up until the time Contributor removes the Content from the Site. Once the Contributor uploads the Content on to the Site, the Contributor cannot remove the Content from the Site for a period of at least 180 days. Contributor has to give ShotIndia the opportunity to license and use the Content for at least 180 days. The Contributor agrees that ShotIndia and licensee shall have the right to use such Content which has been licensed to the licensee prior to the removal of the Content by the Contributor.

This Agreement remains in full force and effect until terminated in accordance with its terms and conditions. If at any time the terms and conditions of this Agreement are no longer acceptable to the Contributor, the Contributor must follow the termination procedures set forth below under ''Termination''.

Add the images to one or more of its databases, including but not limited to ShotIndia, Imagesbazaar and other affiliates and subsidiaries databases.

The right to grant perpetual, world-wide, non-exclusive, non-transferable licenses or sub-licenses to end-users in accordance with the terms of the License Agreement, as such Agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein or any distribution partner license agreement provided that such agreement is consistent with rights granted to ShotIndia herein.

Contributor grants the right to alter the Content including cropping, manipulation, combining and creation of derivative images. Contributor also undertakes that the person who created the Content has waived all moral rights in respect of use of the Content pursuant to this Agreement by ShotIndia, its customers or any third parties

The Parties agree that all rights, including title and copyright, in and to the uploaded Accepted Content shall be retained by the Contributor, and no title or copyright is transferred or granted in any way to ShotIndia or any third party except as provided in this Agreement and the License Agreement. Under the Agreement ShotIndia's affiliates, associated companies or as specifically permitted in this Agreement, shall have the right to distribute the Content for the purposes of licensing, sale, resale or re-license.

ShotIndia prohibits any Content or any other material that infringes on any copyright, trademark, patent, and trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site.

The Contributor guarantees and warranties that the Contributor owns all proprietary rights, including copyright, in and to the Content. The Contributor further warrants that for any image files or photograph containing people and other person’s property, they have obtained the necessary and binding model release and property release. If the Contributor does not have a model or property release for the Content that contains an image or images of an identifiable person or property, ShotIndia may choose to accept the Content for so called editorial use at ShotIndia’s sole discretion. The Contributor agrees that he is solely responsible for retaining all original model and property releases and maintaining complete and accurate model and property records. Model and property releases are to be electronically submitted to ShotIndia along with the submitted Content. The submission of falsified, inaccurate or otherwise defective model and property releases is a material breach of this Agreement and shall result in the immediate termination of Contributors account without prior notice. The model and property release presented by the Contributor shall be in line and in the same format as present at Model Release Form.

The Contributor agrees that neither ShotIndia nor any of its directors, officers, employees, partners, affiliates, associated companies or agents shall be liable for any damages, whether, direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Content.

Nothing contained herein grants or shall be construed to grant the Contributor any rights to use any of ShotIndia's, its affiliates and associated companies trademarks, logos, service marks, trade names, internet domain names, or other indications of origin used by ShotIndia now or in future. In connection with the use of www.shotindia.com, www.imagesbazaar.com, Mash Audio Visuals or any other ShotIndia's trade names, trademarks, logos or service marks (''Marks''), Contributor acknowledges and agrees that (a) ShotIndia marks are and shall remain the sole property of ShotIndia, (b) nothing in this Agreement shall confer upon Contributor any right of ownership in ShotIndia Marks, (c) Contributor may not use, register, or assist others in using or registering any trademarks, trade names, logos, internet domain names, or any mark or name confusingly similar to ShotIndia Marks or belonging to ShotIndia without ShotIndia prior written consent, (d) Contributor shall not now or in the future contest the validity of ShotIndia Marks nor will oppose or assist others in opposing any registration of any of the ShotIndia Trademarks and (e) Contributor is not allowed to use any Marks of ShotIndia in connection with any of his Works. All goodwill accruing to the ShotIndia Trademarks under this Agreement shall belong to ShotIndia

Contributor agrees not to use ShotIndia's trademarks in any manner that might tarnish, disparage, or reflect adversely on such trademarks or ShotIndia. Nor will the Contributor contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of ShotIndia trademarks or the trademarks rights claimed by ShotIndia.

Contributor agrees not to use any ShotIndia trademarks or any variant thereof including misspellings as a domain name or as part of a domain name regardless of the top-level domain, or as a meta-tag, keyword, or any other type of programming code or data.

Contributor cannot at any time, adopt or use, without ShotIndia's prior written consent any word or marks which is similar to or likely to be confused with ShotIndia's trademarks.

The look and feel of the ShotIndia website, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark and copyright of ShotIndia and may not be copied, imitated or used, in whole or in part, without the prior written consent of ShotIndia.

Contributor cannot use a ShotIndia trademark, logo, image or other proprietary graphic of ShotIndia to link to the ShotIndia website without the prior written consent of ShotIndia.

Contributor cannot frame or hotlink to the ShotIndia website or any Content other than its own without the prior written consent of ShotIndia.

ShotIndia has the right to refuse to establish an account or to close any existing account, for fraud, copyright infringement, violation of third party’s rights of privacy or publicity, artificially inflating downloads, repeated submission of material that is obscene in nature, violent or that might be construed as defamatory or for any breach of the terms of this Agreement, terms of this site, privacy policy and other Agreements that you have with ShotIndia. If your account is terminated for any reason you must obtain written authorization from ShotIndia prior to establishing another account. If you attempt to establish another account without obtaining such authorization, ShotIndia shall permanently ban you from this website and its affiliated websites and services. You may not have more than active submitter account at any time without the written consent of ShotIndia in each instance. If such consent is granted, you may not submit identical images to more than one account.

ShotIndia agrees to pay a percentage of 50 % of the license fee from the licensing of the Content by the end users. The parties acknowledge that the rate schedule may vary among various types of Content, such as still images, video footage or otherwise in accordance with its terms. ShotIndia may modify the rate schedule and licensing fees for the Content at any time and notify the same by an announcement on ShotIndia's login page of the modifications. If ShotIndia does modify the rate schedule, fees earned before the effective change in rates will be credited at the rate in effect at the time such fees was earned.

ShotIndia shall make payment of fees in respect of licensing of the Content on a monthly basis provided such fees aggregate a minimum amount of Rs.1000/-, failing which fees owning will be retained until they exceed such minimum amount. The payment of fees to the Contributor will be net of: (i) applicable taxes or other withholdings required by the applicable law; (ii) any amounts owned by the Contributor to ShotIndia under this Agreement or otherwise. ShotIndia shall have the right to set off against any amount owned by the Contributor on account of any threatened claim relating to any matter or any breach of warranty, indemnity and terms and conditions under this Agreement.

In the eventuality that ShotIndia is restrained from exercising any rights granted under this Agreement relating to the Content, ShotIndia shall not be required to compensate the Contributor on account of that Content.

If the Contributor's account is cancelled or closed for a breach of the material terms and conditions of this Agreement, in addition to its other rights at law or in equity, ShotIndia shall have the right to retain any royalties and/or other compensation otherwise payable to the Contributor hereunder as liquidated damages.

If ShotIndia makes an overpayment of fees or other compensation to the Contributor for any reason, ShotIndia shall have the right to deduct the amount of such overpayment from Contributor's account from his/her accrued fees or to demand the immediate repayment of such overpaid fees or other compensation.

Any breach of the rules relating to acceptable Content outlined in the Site will be deemed to be a breach of this Agreement. The Contributor grants ShotIndia the right to use the Accepted Content for its own business purposes relating to the promotion of the Site and its distribution programs, and expand the market for the licensing of Accepted Content (including, without limitation, the use of the Accepted Content and the Contributor's registered and unregistered trademarks relating to Content for marketing, sales and promotional efforts whether on the Site or through third parties). No compensation shall be due to the Contributor for use of Accepted Content for such business purposes.

ShotIndia does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such communications or Content. Notwithstanding the foregoing, ShotIndia reserves the right to delete, move, refuse to accept or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Content to ShotIndia or as it may direct. ShotIndia shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by ShotIndia to determine Accepted Content is done as a courtesy only.

Contributor acknowledges and agrees that the submitted Content shall be used by the licensees and the end-users in accordance with the terms and conditions of the License Agreement. In the eventuality that the end user does not adhere to the terms and conditions of the License Agreement and is in breach of the same and uses any Content as not contemplated in this Agreement and the License Agreement, ShotIndia shall have no liability to the Contributor or any person claiming through the Contributor for any breach of the terms of the Agreement.

The Contributor acknowledges that during this Agreement certain Confidential Information shall be obtained by him/her through entering into the Site and use of the Site. The Confidential or proprietary information shall include but not limited to technology, products, trade secrets, processes, programs, technical know-how, customers, distributors, costs, pricing, data, business operations and other business information.

The Contributor has the legal capacity and authority to enter into this Agreement and to fully perform all the obligations under the Agreement.

This Agreement is effective until terminated. The Contributor may terminate this Agreement at any time by giving thirty (30) days written notice to ShotIndia using info@shotindia.com or such other means of written notice acceptable to ShotIndia which enables confirmation of your identity and your intention to terminate. ShotIndia may also terminate this Agreement for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your membership information. If ShotIndia terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement, as well.

Upon the termination of this Agreement, the grant of authority given to ShotIndia shall cease subject to the following conditions: (i) ShotIndia shall remove Accepted Content from the Site within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, ShotIndia shall have the right to continue licensing Accepted Content until it is removed from the Site; and (iii) regardless of the expiration or termination of this Agreement, ShotIndia will continue, in accordance with this Agreement, to pay compensation due to the Contributor in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.

Upon termination, ShotIndia will be entitled to retain all amounts owing to the Contributor for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account. The Contributor agrees to pay a termination fee equal to Rs.100 INR (Rupees One Hundred Only) per digital file or image removed from database.

Termination of this Agreement shall operate without prejudice to the ShotIndia's rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.

The site, including any content contained therein, are provided by ShotIndia "AS IT IS" without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. ShotIndia does not represent or warrant that the site or the content will be made available for sale or license or that their use will be uninterrupted or error free.

ShotIndia does not represent or warrant that the site or any content available for downloading through the site will be free of viruses or similar contamination or destructive features.

The Contributor assumes all responsibility and risk for use of the Site including without limitation any of the Content or information contained herein:

In no event shall ShotIndia or any of its directors, officers, employees, shareholders, partners, agents or licensees be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this agreement, including without limitation the use of, reliance upon, access to, or exploitation of the site, the content or any part thereof, or any rights granted to Contributor hereunder, even if ShotIndia has been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.

ShotIndia’s’ total maximum aggregate liability under this agreement or in respect of the use or exploitation of any or all part of the site or the content in any manner whatsoever shall be limited to the fees collected by ShotIndia for the content that is the subject matter of the claim.

ShotIndia is not liable for any threatening, defamatory, obscene, offensive or illegal conduct or speech of any other party or any infringement or violation of another's rights, including intellectual property rights, rights of publicity, or rights of privacy.

Any dispute, violation, controversy, contest or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (hereinafter the "Disputes") shall be resolved amicably in the first instance. The Parties agree to meet to resolve such dispute in good faith. Should such a solution not be reached, within [30] days from the date of commencement of the dispute, difference or disagreement or such longer period of time as may be mutually agreed by the Parties in writing, such dispute, difference or disagreement shall be referred to Arbitration and shall be finally resolved through arbitration conducted by a tribunal of three arbitrators, with the right of each party to appoint an arbitrator, who in turn will appoint a Presiding Arbitrator. The Presiding Arbitrator shall pass a speaking award. Any order/directions/awards of the majority of the tribunal shall be final and binding on both the parties. The arbitration proceedings shall be in accordance with the Indian Arbitration and Conciliation Act 1996 and Rules there under as at present in force. The seat of arbitration shall be Delhi, India. The arbitration shall be administered in accordance with its practice, rules and regulations. If the award passed in the Arbitration proceeding is not acceptable to any of the Party, then the Party is free to approach the appropriate court of law as agreed herein below. This Agreement shall be construed in accordance with and governed by the laws of India without giving effect to their conflict of laws principles or rules. The courts at Delhi, India shall have exclusive Jurisdiction.

Severability. If any or more of the provisions contained in the Agreement is found to be invalid, illegal or enforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.

No action of ShotIndia, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of ShotIndia of its rights or remedies will not operate as a waiver of such rights or remedies, and a single or partial exercise by a party to such rights or remedies will not preclude other or further exercise of that right or remedy. A waiver of a right or remedy on any occasion will not be construed as a bar to or waiver of rights or remedies on any other occasion.

Force Majeure. It is expressly agreed that neither party shall be liable for any default, delay, and lapse occurring due to reasons of Force Majeure including war, risk, theft, strike, tempest, sabotage, and change of law or any act of God.

Nothing in this Agreement shall create a partnership, employer-employee relationship, franshisee-franshisor, or a joint venture between the parties. Contributor shall be solely responsible for the control and management of its business operations, for obtaining and maintaining all applicable business licenses and insurance. Contributor shall indemnify and hold ShotIndia and its successors, officers, directors, employees, and agents harmless from any and all claims, demands, losses, or damages (including reasonable attorney's fees and expenses) arising out of or in connection with liabilities or obligations imposed or attempted to be imposed upon ShotIndia by virtue of any such law with respect to Contributor's employees and agents.