Governing SmallTown.pics and BigCity.pics · Effective Date: Date of electronic signature or acceptance
The .pics Platforms currently consist of SmallTown.pics, a curated online marketplace dedicated to photography of small-town America, and BigCity.pics, a curated online marketplace dedicated to urban and city photography. The Company may add additional affiliated platforms from time to time. Each Platform gives photographers a no-upfront-cost way to display and sell physical prints and wall-art products, while the Company centralizes location-based discovery, marketing, pricing, storefront operations, print fulfillment coordination, shipping coordination, and customer service.
Photographer retains copyright ownership and earns the Photographer Share only when accepted photographs sell through a Platform. Photographer is an independent contributor and is not an employee, agent, partner, joint venturer, or legal representative of the Company. Photographer has no authority to bind the Company.
There is no submission fee, listing fee, monthly fee, store setup fee, or recurring platform fee charged by the .pics Platforms for accepted images. Photographer is not required to operate a separate storefront, process customer orders, arrange print production, coordinate shipping, or provide customer service for sales made through any Platform.
"Accepted Photograph" means a Photograph accepted by the Company for active listing on one or more Platforms.
"Affiliated Platform" means any website or marketplace operated by the Company under the .pics Platforms umbrella, including SmallTown.pics, BigCity.pics, and any additional platforms the Company may launch.
"Platform" means any individual Affiliated Platform on which an Accepted Photograph is listed. Where context requires, "Platform" refers collectively to all Affiliated Platforms.
"Net Revenue" means the gross retail sales price received by the Company for a completed Print sale, less actual cost of printing and shipping, refunds, chargebacks, reversals, discounts, sales taxes, and payment processing fees. Net Revenue is not reduced by platform overhead, marketing, or customer service costs.
"Photographer Share" means fifty percent (50%) of Net Revenue from sales of Prints of Photographer's Accepted Photographs across all Platforms.
"Exclusive License Period" means the period from the Effective Date until the applicable license is lawfully revoked or this Agreement is terminated under Section 13.
Photographer may submit Photographs for review through the appropriate Platform portal (e.g., rural and suburban photos on SmallTown.pics and urban photos through BigCity.pics), email, form upload, or another Company-approved submission channel. Submission alone does not guarantee acceptance, listing, continued display, promotion, search ranking, or sale.
The Company may accept, reject, edit listing information, request additional information, request higher-resolution files, limit available sizes or materials, or remove any Photograph from any or all Platforms in its reasonable business judgment.
Photographer will provide complete and accurate information for each submitted Photograph, including title, town or city, state, zip code, landmark or subject matter when applicable, approximate date taken, all to the extent known by Photographer, and any known restrictions and Release information.
Photographer retains all copyright and ownership rights in and to submitted Photographs. Nothing in this Agreement transfers copyright ownership to the Company or any Affiliated Platform. All rights not expressly granted to the Company are reserved by Photographer.
6.1 License Granted. For each Accepted Photograph, Photographer grants the Company a revocable, exclusive, royalty-bearing, worldwide license during the Exclusive License Period to: (a) display, reproduce, and publicly perform the Accepted Photograph on any Platform and in marketing materials; (b) crop, resize, watermark, color-profile convert, make thumbnails, create previews, and otherwise technically adapt the Photograph for display, marketing, and print preparation; (c) produce, offer for sale, sell, and fulfill Prints in all sizes, formats, and materials offered by any Platform; and (d) sublicense the foregoing rights to print-on-demand, payment, hosting, and fulfillment partners as necessary to operate the Platforms.
The license does not authorize the Company to sell digital downloads, stock licenses, editorial licenses, NFTs, or merchandise unrelated to physical prints unless Photographer separately agrees in writing.
6.2 Exclusivity and Retained Rights. During the Exclusive License Period, Photographer agrees not to sell, license, authorize, or permit any other person or entity to sell physical prints or wall-art reproductions of the same Accepted Photographs through any retail channel without the Company's prior written consent.
Photographer retains the right to: (a) display the Photographs in personal portfolios, social media accounts, artist websites, resumes, competitions, exhibitions, grant applications, and non-commercial contexts; (b) privately show the Photographs to potential clients or galleries; and (c) license the Photographs for editorial, journalistic, educational, or non-commercial uses — provided those uses do not involve the commercial sale of physical prints or wall-art reproductions.
6.3 Revocability. The license is revocable only in accordance with the termination procedures in Section 13. Attempted revocation outside Section 13 is a material breach of this Agreement.
By submitting Photographs and electronically accepting this Agreement, Photographer represents, warrants, and covenants on a continuing basis that:
7.1 Copyright Ownership. Photographer is the sole and original creator and copyright owner of each submitted Photograph, and no Photograph was created as a work made for hire unless fully disclosed and approved in writing by the Company.
7.2 Authority to License. Photographer has full legal right, power, and authority to enter into this Agreement and to grant all rights described in it.
7.3 No Conflicting Rights. Photographer has not granted and will not grant any rights that conflict with the Company's exclusive print sales license during the Exclusive License Period.
7.4 Technical Print Quality. Each submitted Photograph has sufficient resolution, file integrity, color depth, sharpness, and technical quality for professional printing. Photographer will not knowingly submit images that are materially blurred, corrupted, excessively compressed, or otherwise unsuitable for print production. At the Company's discretion, the Company may apply professional upscaling or image-enhancement techniques to optimize Accepted Photographs for print production; any such processing will not alter the substantive content or artistic intent of the Photograph.
7.5 Location Accuracy. Photographer will provide accurate location information for each Photograph, including at minimum town or city and state; zip code is appreciated where known. Photographer will not intentionally misidentify the origin, subject, or location of any Photograph.
7.6 Releases. For any Photograph depicting identifiable persons, minors, private property, restricted locations, artworks, trademarks, or other protected content, Photographer has obtained all necessary releases, consents, permits, and permissions and will provide copies within five (5) business days of written request.
7.7 No Infringement. No submitted Photograph infringes any copyright, trademark, right of publicity, right of privacy, or other third-party right.
7.8 No Prohibited Content. No submitted Photograph is unlawful, defamatory, obscene, discriminatory, generated entirely by artificial intelligence and represented as an original photograph, or otherwise inconsistent with the curated photography purpose of the applicable Platform.
7.9 Compliance with Law. Photographer did not obtain any Photograph by trespass, invasion of privacy, violation of drone rules, or violation of applicable law.
Photographer is responsible for determining whether a Release, permit, or permission is legally or commercially necessary for each Photograph. The Company may require Releases before acceptance, before listing, before promotion, before fulfillment, or in response to any third-party inquiry or complaint.
If Photographer cannot produce a requested Release within five (5) business days after written request, the Company may reject, suspend, or remove the affected Photograph from any or all Platforms, withhold or offset related payments if legally appropriate, and terminate this Agreement or the affected license.
The Company may set and modify retail prices, available product types, print sizes, materials, framing options, shipping charges, coupons, discounts, promotions, and sales channels across any or all Platforms. Pricing is intended to be affordable-premium and reasonably consistent across the marketplace, but may vary by Platform, product, size, material, fulfillment cost, or promotional strategy.
Photographer is not entitled to any particular listing position, search ranking, homepage placement, promotional frequency, traffic level, or income on any Platform.
The Company may display Photographer's name, artist biography, portfolio information, and social media links across any Platform. Photographer grants the Company permission to use this information to promote Photographer, accepted Photographs, and the .pics Platforms.
The Company will make commercially reasonable efforts to provide photographer credit where practical. Unintentional omission of credit due to space, technical, or design constraints will not constitute a breach.
The Company may make technical, non-substantive adjustments to Accepted Photographs for display, thumbnails, watermarking, cropping, resizing, and print preparation. The Company will not intentionally alter a Photograph in a way that materially misrepresents its subject matter without Photographer's prior written consent.
11.1 Revenue Split. For completed, non-refunded sales of Prints across all Platforms, the Company will pay Photographer fifty percent (50%) of Net Revenue (current limited introductory rate). The Company retains the remaining fifty percent (50%).
11.2 Payment Schedule. The Company will remit Photographer Share monthly for completed, non-refunded sales from the preceding calendar month across all Platforms.
11.3 Minimum Payment Threshold. The Company may establish a minimum payment threshold not to exceed twenty-five dollars ($25.00). Earned amounts below the threshold roll forward until the threshold is met.
11.4 Refunds, Chargebacks, and Offsets. The Company may withhold payment of amounts subject to a pending refund, chargeback, or dispute. If a sale is refunded or reversed, the Company may offset the corresponding Photographer Share against future payments.
11.5 Taxes. Photographer is solely responsible for all income taxes, self-employment taxes, and other taxes arising from amounts received under this Agreement. Photographer must provide required tax documentation (e.g., IRS Form W-9 or W-8BEN). The Company will issue Form 1099-NEC when required by law.
The Company will maintain commercially reasonable sales and payment records and provide Photographer with periodic reporting through the photographer portal, by email, or by another reasonable method.
Photographer must notify the Company of any payment or reporting dispute within sixty (60) days after the applicable report or payment is made available, or it will be deemed accepted absent fraud or manifest error.
The Company does not guarantee any particular level of acceptance, display, marketing, traffic, sales volume, search ranking, or income on any Platform.
13.1 Term. This Agreement begins on the Effective Date and continues until terminated under this Section.
13.2 Termination or Revocation by Photographer. Photographer may terminate this Agreement or revoke the license for one or more Accepted Photographs by providing written notice to the Company. Termination or revocation takes effect thirty (30) days after the Company's receipt of written notice ("Notice Period"), unless the Company agrees in writing to an earlier date.
Within the Notice Period, the Company shall remove the affected Photographs from active sale on all Platforms. Any orders received and paid by customers prior to removal shall be fulfilled by the Company in accordance with the terms of this Agreement, with both parties receiving their respective revenue shares. No new orders shall be accepted for affected Photographs after their removal from sale.
13.3 Termination by Company. The Company may terminate this Agreement, suspend, or remove a Photograph from any or all Platforms immediately upon written notice for: material breach; false or misleading representations; credible third-party legal claims; failure to provide requested Releases; quality or curation concerns; or any concern inconsistent with the Platform's standards or legal obligations. The Company may also terminate without cause on thirty (30) days' written notice.
13.4 Post-Termination. After termination or revocation becomes effective, the Company will remove affected Photographs from all Platforms and cease offering them for sale. The Company may retain archival, accounting, legal, and compliance records. Survival provisions include: copyright ownership, representations and warranties, payment obligations for pre-termination sales, indemnification, limitation of liability, and dispute resolution.
The Company respects intellectual property rights and may respond to notices under the Digital Millennium Copyright Act, 17 U.S.C. 512. If a third party submits a takedown notice or credible claim regarding a Photograph, the Company may remove, disable, suspend, or restrict the Photograph on any or all Platforms pending review or resolution.
Photographer is responsible for the truthfulness and legal sufficiency of any counter-notification or response. Photographer warrants that any counter-notification will be truthful, accurate, and made in good faith.
Photographer agrees to defend, indemnify, and hold harmless the Company and each Affiliated Platform, together with their respective owners, officers, directors, employees, contractors, agents, fulfillment partners, payment processors, hosting providers, successors, and assigns, from and against all claims, demands, damages, losses, liabilities, judgments, settlements, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) any breach of Photographer's representations, warranties, covenants, or obligations; (b) any claim that a Photograph or submission material infringes any copyright, trademark, right of publicity, right of privacy, or other third-party right; (c) failure to obtain required Releases; (d) inaccurate or misleading location or submission information; or (e) Photographer's negligence, willful misconduct, or violation of applicable law.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY AND EACH AFFILIATED PLATFORM WILL NOT BE LIABLE TO PHOTOGRAPHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF DATA, OR FAILURE TO ACHIEVE EXPECTED SALES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL CUMULATIVE LIABILITY TO PHOTOGRAPHER UNDER THIS AGREEMENT WILL NOT EXCEED THE PHOTOGRAPHER SHARE ACTUALLY PAID TO PHOTOGRAPHER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION DOES NOT LIMIT AMOUNTS CLEARLY DUE FOR COMPLETED, NON-REFUNDED, NON-DISPUTED SALES.
Photographer will not disclose non-public business, pricing, sales, customer, technical, portal, account, fulfillment, marketing, or operational information received from the Company or any Affiliated Platform except as required by applicable law or with the Company's prior written consent.
Photographer agrees that electronic signatures and electronic acceptance are valid and binding. Electronic acceptance may include typing a full legal name, checking an acknowledgment box, clicking a "Sign," "Submit," or "I Agree" button, portal acceptance, email confirmation, or another electronic act showing assent.
By electronically signing or accepting this Agreement, Photographer acknowledges that: (a) Photographer has read and understood the Agreement; (b) Photographer intends to be legally bound; (c) Photographer has had the opportunity to seek independent legal counsel; and (d) the electronic signature is made knowingly and voluntarily.
19.1 Governing Law and Mandatory Binding Arbitration. This Agreement is governed by the laws of the State of New Jersey, without regard to conflict-of-law principles.
ALL DISPUTES, CLAIMS, OR CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY QUESTION OF ITS EXISTENCE, VALIDITY, OR TERMINATION, SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION ADMINISTERED IN BERGEN COUNTY, NEW JERSEY PURSUANT TO THE THEN-CURRENT RULES OF THE AMERICAN ARBITRATION ASSOCIATION (AAA) OR JAMS, AS SELECTED BY THE PARTY INITIATING THE ARBITRATION. BY ENTERING INTO THIS AGREEMENT, EACH PARTY IRREVOCABLY AND KNOWINGLY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. THE ARBITRATOR'S AWARD SHALL BE FINAL AND BINDING AND MAY BE ENTERED AND ENFORCED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. NOTHING IN THIS SECTION SHALL PRECLUDE EITHER PARTY FROM SEEKING EMERGENCY INJUNCTIVE OR OTHER EQUITABLE RELIEF IN A COURT OF COMPETENT JURISDICTION SITTING IN BERGEN COUNTY, NEW JERSEY, OR HAVING JURISDICTION THEREOVER, SOLELY TO PREVENT IRREPARABLE HARM PENDING ARBITRATION.
19.2 Good-Faith Dispute Resolution. Before initiating arbitration, the parties will make a good-faith effort to resolve disputes informally through written notice and discussion, except for claims involving emergency injunctive relief, infringement of Photographs, or non-payment of amounts clearly due.
19.3 Notices. Notice to the Company is sufficient if sent to any email address publicly maintained by the Company on any Platform, including hello@smalltown.pics. Notice to Photographer may be sent to the email address on file with the Company. It is Photographer's sole obligation to keep an active, monitored email address on file with the Company and to promptly notify the Company of any change.
19.4 Entire Agreement. This Agreement, together with any schedules, submission forms, portal terms, and written amendments, constitutes the entire agreement between the parties regarding the submitted Photographs.
19.5 Amendment. The Company may update this Agreement upon thirty (30) days' prior written notice. Material changes to the revenue split or core license scope require affirmative acceptance by Photographer. Continued participation following the notice period constitutes acceptance of amended terms.
19.6 Assignment. Photographer may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, platform sale, or reorganization.
19.7 Severability; No Waiver. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect.
19.8 Counterparts and Electronic Copies. This Agreement may be accepted in counterparts and by electronic copy, each of which is deemed an original.
By signing or electronically accepting this Agreement, Photographer certifies the following for each submitted Photograph:
I own the copyright to each submitted Photograph, or I have fully disclosed any joint ownership or third-party restriction.
I have the right to allow the Company to display the Photograph on any Platform and sell physical prints and wall-art products of it.
Each Photograph is of sufficient resolution and quality for professional printing.
I can provide accurate location information (town or city, state, and zip code where known) and will flag any uncertainty.
If any Photograph depicts recognizable people, minors, private property, restricted locations, or other protected content, I have obtained all necessary releases and will provide copies upon request.
I understand the license I am granting is exclusive for physical print and wall-art sales during the Exclusive License Period, but is revocable under Section 13. I retain the right to display my Photographs in personal portfolios, on social media, and in non-commercial contexts.
I understand the Company may reject, remove, suspend, or limit Photographs on any Platform based on curation, quality, legal, or business concerns.
I agree that all disputes arising under this Agreement shall be resolved by binding arbitration through AAA or JAMS in Bergen County, New Jersey, and I waive any right to a jury trial or class action.
I agree that my electronic signature or electronic acceptance constitutes a legally binding signature.
For quick reference. If this Schedule conflicts with the body of the Agreement, the body controls.
Ready to apply? Return to the application page to sign this agreement electronically and submit your photographs.