Editorial Content

Appointment

Supplier appoints Esmatica as agent to market and license the Content in editorial format.

Licence Grant

Supplier grants Esmatica the right to:

• Market and license the Content to customers;
• Make non-substantive enhancements (e.g., colour correction, minor retouching, cropping);
• Create thumbnails, watermarked copies, and low-res versions;
• Use the Content in Esmatica's marketing and promotional materials.

Distribution

Esmatica, its affiliates, and designated distributors may license the Content under Esmatica's standard licence terms.

Promotional Use

Supplier grants Esmatica a non-exclusive worldwide right to use Supplier's name/display name and the Content for promotion without additional compensation (optional feature placements may be compensated).

Royalties

Royalties are calculated as a percentage of Net Licensing Revenue per Appendix A (to be agreed). Sales reports are provided within 40 days after month-end invoicing. Disputes must be raised within 60 days of receipt. No royalties are paid for promotional use or unsold items; chargebacks/refunds may be reconciled. Payment may be withheld if fraud or breach is suspected. Payment is contingent upon provision of required tax forms.

Esmatica Will:

• Use commercially reasonable efforts to promote and license the Content for editorial use;
• Provide sales reports;
• Provide an upload method for Content;
• Coordinate releases where agreed for assignment work.

Supplier Will:

• Promote association with Esmatica where appropriate;
• Submit Content per submission guidelines (captions, restrictions, size, quality);
• Accurately caption/keyword Content;
• Provide model/property releases upon request;
• Honour exclusivity if designated as exclusive.

Return of Content & Metadata

Upon termination and written request, Esmatica will withdraw Content from sale (subject to existing licences). Esmatica may modify or enhance metadata and will own such enhancements and any derivative working files created during processing.

Limited Commercial Use of Editorial Content

Esmatica may, at its discretion, allow editorial Content in factual or documentary commercial contexts where no endorsement is implied, use is not misleading, and the Content depicts real places, events, or identifiable people.

Termination

Either party may terminate on 30 days' written notice, or immediately for uncured material breach. Existing licences remain in force. Final royalty payments will be made after reconciliation (target ~90 days post-termination). Modified files and metadata are not returned.

Confidentiality

Each party will protect the other's non-public information with at least the same degree of care it uses for its own, and will not disclose such information except as required by law or to affiliates and service providers under confidentiality obligations.

General

Governing law: England; venue/arbitration: London (English language). Assignment by Supplier requires consent; Esmatica may assign to affiliates or successors. Entire agreement; amendments must be in writing.