Contract Change 2021 - Official thread

[RyanU]

17 hours ago, Martyn said:

 

So a building that I took a photo of twenty years ago in Indonesia that has since been demolished and I am unaware that it has been demolished would mean that I am liable for my image no longer being factually correct ?

As regards to, for example, indecent or unlawful ... who decides that ... an image that is perfectly decent and lawful in Western society may well be considered indecent and unlawful in the Muslim or Arab world ... another complete nonsense in reality ...

The term regarding information being and remaining accurate has not changed from the terms in the previous contract..

 

Previous contract on the left, right is the new contract clause. It seems they're being slightly more explicit in the determination of obscene and indecent content.

 

4.10. You will ensure that all Metadata including without limitation captions, keywording, descriptions and Pseudonyms, rights management or other information pertaining to the Images is and will remain accurate and factually correct and does not infringe the copyright or other rights of any third party, and are not defamatory or pornographic.

4.4. You will ensure that all Metadata including, without limitation, any and all other information pertaining to the Content: (i) is and will remain accurate and factually correct; (ii) does not infringe the copyright or any other third party right; and (iii) is not indecent, obscene, pornographic defamatory or otherwise unlawful.

[Martin P Wilson]

10 minutes ago, MDM said:

 

You are clearly an idealist with socialist tendencies. I got called a socialist by someone here last year as if it was an insult. 😀

 

How is you removing your images going to hurt Alamy. For a strike to work you have got to get the whole workforce striking. I admire your idealism but I will be living on the moon before that happens. Try something realistic.

 

Quite, even if everyone on this forum left Alamy would still have well over 200million images online. Hardly going to have an impact.

 

So if one leaves or restricts usage then it should be for the individuial's benefit. Collective action is never going to be of a scale that Alamy will even notice..

Edited May 20, 2021 by Martin P Wilson
typo

[MDM]

 

4 minutes ago, Sally R said:

Thanks Sue. I'll be so sad if I feel the only option is to leave. There isn't anything else out there quite like Alamy. I just hope they keep what is special about them and that we can feel safe as contributors to stay on. I hope they listen to everyone's feedback. But yes, I'm not staying around if it puts me at risk!

 

Sally - when you have a chance after you sleep can you list exactly what it is in the new contract that was not in previous versions that is causing you to worry. I relate to the tiredness. I had a near sleepless night a few nights ago because of reading this stuff late at night. It does not make for good sleeping. 

[RyanU]

Also, with the indemnity clause, it was already there. However the new clause is more explicit in the determination of what Alamy and its sublicensees (now further specifying customers and distributors in that umbrella) may not be held liable and you must defend in relation to any misuse if requested.

Old clause on the left, new on the right.

5.1. You will indemnify, defend (at the request of Alamy) and hold Alamy and its sub-licensees and assigns harmless against any prejudice, damage, liability or costs (including reasonable lawyers' fees) which any of the indemnified parties incur arising from or in respect of any claim that there has been a breach of your representations, obligations and warranties in this contract. This paragraph will remain in force after the termination of this contract.

5.1. You will indemnify, defend (at the request of Alamy) and hold Alamy and its affiliates, Customers, Distributors, sub-licensees and assigns (the “Indemnified Parties”) harmless against any and all claims, damages, liabilities, losses, costs and expenses (including reasonable legal expenses) which any of the Indemnified Parties incur arising from or in in relation to: (i) any claim that the Content infringes any third party’s rights including but not limited to any third party trademark, copyright, moral rights or other intellectual property rights, or any right of privacy or publicity; (ii) any use, exploitation or distribution of the Content by the Indemnified Parties; (iii) any claim against Alamy as a result of Alamy or its representatives pursuing an actual or suspected infringement of any Content; and (iv) any breach of any your representations, obligations and warranties under this Contract or the System. This clause will remain in force after the termination of this Contract.

The contract still does not allow customers to use or alter the image to become unlawful or defamatory, which in essence (I'm not a legal professional) makes it unlikely for the indemnity clause to be valid, since if the image itself is used in an unlawful way, the Customer is specifically breaking a supposed obligation under  term 4.3 (this is our contract, not the Customer's, so who knows if this clause matches with one in their contract, but you'd have to assume as such).
 

Old left, new right.

4.8. You grant to the Customer the right to alter the Images including any cropping, manipulation, combining and creation of derivative Images providing such alteration is not pornographic, defamatory or otherwise unlawful. You undertake that the person who created the Image has waived all moral rights in respect of use of the Image pursuant to this contract by Alamy, its Customers or any third parties.

4.3. You grant to each Customer the right to alter the Content including any cropping, manipulation, combining and creation of derivative Content, provided always that such alteration is not indecent, obscene, pornographic, defamatory or otherwise unlawful.

[Broad Norfolk]

A thought for all Contributors. In terms of Contract Law what if it happens that the contract is declared illegal in any circumstance or becomes void and you have agreed to it? To Alamy also in this context be sure of what your intent was in drawing up this New Contract. Could be interesting in a court of law. 

I'm no expert, but I'm a firm believer in Common Law in the UK.

[Normspics]

Just adding my name to the list of disappointed, I had been building an exclusive to Alamy set of editorial images even before the exclusive clause was introduced. Alamy felt like the “right” picture library to work with. 
 

One thing I always feel with these take overs of picture libraries, if the business was attractive to buy presumably profitable why does the new owner want to change what is in effect a licence to print money. Why not stand back and bank the money instead of thinking there are additional crumbs of profit for the taking and starting to break the very thing that attracted them to buy the business.

 

The other thing is PA has a need for images for other businesses they are in, doesn’t owning a picture library cut their costs of image purchases, so why screw the photographers, they are already double dipping.

 

 

[RCS]

Alamy are like anyone else in 2021 with the word 'agent' in their name. They will put a buyer and seller together with the least inconvenience / cost to themselves, and if sellers are more plentiful than buyers then caveat vendor. If you've ever had to work with the utter numbskulls calling themselves recruitment agents in the last few years you'll know where Alamy are heading. I've read posts on these forums for the past few weeks where some folks have defended Alamy's shonky business methods and wondered if the authors had Stockholm syndrome. They aren't your friends, and now the door is open. You owe them nothing.

 

I've got cluck all invested here so it's easy for me to say this. but you can only look forward and ask yourself what can you get from them? What works best for you? For myself, I'll continue to upload here (pending greater understanding of some of the contract clauses which forumites have sagaciously questioned) and if they sell, they sell. If not, at least there's no upside to being exclusive here, so I'll put them somewhere else too. Yes, the other places pay peanuts (too) but at least they get a bit of traffic.

 

 

[Martin P Wilson]

1 minute ago, Broad Norfolk said:

A thought for all Contributors. In terms of Contract Law what if it happens that the contract is declared illegal in any circumstance or becomes void and you have agreed to it? To Alamy also in this context be sure of what your intent was in drawing up this New Contract. Could be interesting in a court of law. 

I'm no expert, but I'm a firm believer in Common Law in the UK.

 

My thought is that a contract is unlikely to be declared entirely void. More likely that the clause(s) in question would be declared unenforeable.

[MizBrown]

7 hours ago, Flash68 said:

This problem is by no means one-sided. Alamy have a serious issue here, a ticking time-bomb. They have no idea how many of us will leave at the last minute. Most of us on here are Alamy's bread and butter - we have a thousands of images and provide regular guaranteed sales. They surely know that many of us do this as a side-line and are not willing to risk our livelihoods by opening ourselves to litigation risk. If enough leave they will not have a viable business. A large proportion of images and contributors will be those who have tried Alamy once or twice, realised how much time needs to be invested and have given up. Those, like us, who stick at it and invest thousands of hours cannot be regained overnight once lost. Even those newcomers coming in on Gold will lose heart when they don't make $250 in their first year (which they wont) and drop to Silver. That's a big gamble. It would be interesting to know the opinion of the big guns - I mean the contributors who are in the platinum region. How many of them will be concerned about possible relegation to Gold - that would be a considerable reduction in income for sales over $25k and their liability risk based on their volume of images would also be a lot higher. They presumably are taking the Email route to voice their concerns (or maybe they have a direct line to the president). The damage is already done for many judging by comments. Those who have not left already must surely be considering it - (personally I'll stay for 40% but go non-exclusive, I won't say for 20% and I won't stay with the current contract terms)  - and many, myself included have taken this as a wake-up call and are looking at alternative opportunities - whether those are in addition with Alamy or instead of will depend on Alamy's response. But this action has lost all loyalty regardless. The forum as well is a powerful bargaining tool - I've obtained help from many on here and been grateful for it - the forum is still the route advised by Alamy for support. A concerted boycott of support would surely make the powers that be, realise what they are standing to lose. Let's just hope someone with some business sense is listening.

 

Basically, while I've sent in my letter and got an email from Alamy this morning that my account will be closed June 30th, I don't think PA/Alamy will have any trouble replacing me, other than the few things I had rare access to (deaf children using Nicaraguan Sign Language).   I wasn't selling well enough to meet my own personal goals and because my mobility is limited (bum knee), what I need from stock sales is not likely to happen.  We're heading into the election season now and terms of my living in Nicaragua are that I don't get involved in politics.  

 

Given that people release photos for exposure and not money and that many people are happy to just be able to say they've been paid something for photos, I don't think I am irreplaceable. 

[Robz]

1 minute ago, Martin P Wilson said:

 

My thought is that a contract is unlikely to be declared entirely void. More likely that the clause(s) in question would be declared unenforeable.

After an expensive and possibly protracted legal battle! I can't afford that.

[Cryptoprocta]

27 minutes ago, MDM said:

 

I am not asking for a list of clauses. What is it exactly in those clauses that was not in previous versions that is causing you so much worry.

I've mentioned the ones I've noticed already:

4.1.5. except for any rights that have previously been licensed or granted in relation to the Content, there is not and will not be during the term of this Contract, be any limitation or restriction on Alamy’s ability to license the Content

Inter alia, this gives them the right to license images I designated RM as RF, which would break my contract with my other place (where I earn much more)

It gives them the right to sell editorial files for commerical uses, and not to charge any money for licences.

4.1.6. any use or exploitation of the Content by Alamy, a Customer or a Distributor will not be, or be deemed to be indecent, obscene, defamatory, insulting, racist, offensive, indecent, vulgar or violate publicity rights anywhere in the world.”

Probably an illegal clause, but I'm concerned that Alamy is even trying to grant itself a 'get out of jail card'. But I'd rather they educate the buyers on proper use, and leave the burden of correct use with them. Even if exonerated, I'm not willing to find myself possibily having to spend a lot of time, money and nervous energy in the process.

"4.4. You will ensure that all Metadata including, without limitation, any and all other information pertaining to the Content: (i) is and will remain accurate and factually correct; "

I do due diligence in researching my photos for accuracy, but I can't possibly know whether things have changed. If I find out something has changed I amend the caption appropriately, e.g. uses of buildings, species names/classifications: but beyond that I cannot commit. It's very unlikely I'd find out about e.g. changes of uses of a building in a country I'm not likely to visit again in the foreseeable future.

“4.1.11. the author of the Content has waived all moral rights in respect of the Content”

What concerns me most about that is that again it shows Alamy seems to think it can write clauses into contracts which undermine national/international Laws. They should be at the forefront of upholding photographers' rights.

 

At the moment, these are the ones which concern me most, but I'm still going over them.

Some other people may be more upset by e.g. Alamy having first dibs on chasing up infringements, especially people who already subscribe to an infringement-chasing service.

"16.2. Each party shall promptly inform the other of any actual or suspected infringement of copyright, loss of Images, breach of moral rights or other matter giving rise to threat of proceedings or claims or demands in respect of any of the Images. In the event of any alleged breach of any licence by a Customer or any Infringement of intellectual property or other rights in an Image by a third party, Alamy may either take action itself against the Customer or third party or alternatively inform you that it will not be taking action and you may then do so at your option."

 

As I said already, if you're not concerned about any of the new clauses, that's fine, as you were.

Edited May 20, 2021 by Cryptoprocta

[RyanU]

52 minutes ago, Cryptoprocta said:

Has anyone commented on:

New Clause "4.1.11. the author of the Content has waived all moral rights in respect of the Content"

According to Wikipedia:

"Moral rights are rights of creators of copyrighted works generally recognized in civil law jurisdictions and, to a lesser extent, in some common law jurisdictions.

The moral rights include the right of attribution, the right to have a work published anonymously or pseudonymously, and the right to the integrity of the work. The preserving of the integrity of the work allows the author to object to alteration, distortion, or mutilation of the work that is "prejudicial to the author's honor or reputation". Anything else that may detract from the artist's relationship with the work even after it leaves the artist's possession or ownership may bring these moral rights into play"

Again, that's Alamy putting clauses into the contract which contradict the laws of many countries.

https://en.wikipedia.org/wiki/Moral_rights

(I'm composing my email to Ms Shelley and looking over some more of the new clauses which may cause concern.)

 

This was already in the contract, they've just shifted the clause.

Left old, right new.

4.8. You grant to the Customer the right to alter the Images including any cropping, manipulation, combining and creation of derivative Images providing such alteration is not pornographic, defamatory or otherwise unlawful. You undertake that the person who created the Image has waived all moral rights in respect of use of the Image pursuant to this contract by Alamy, its Customers or any third parties.

4.3. You grant to each Customer the right to alter the Content including any cropping, manipulation, combining and creation of derivative Content, provided always that such alteration is not indecent, obscene, pornographic, defamatory or otherwise unlawful.

[MDM]

It seems to me that the biggest issue of all here is LOSS OF TRUST in Alamy. People are let down, very let down, primarily by the stuff around exclusivity and the new pay structure, especially those who had invested time in (carefully) making their images exclusive. I am surmising that is a major reason for the real concern about various clauses in the new contract. Many appear to be reading the contract in detail for the first time. LOSS OF TRUST is permanent though so Alamy needs to keep that in mind if it decides to continue along this path. 

[Richard Tadman]

1 minute ago, Martin P Wilson said:

 

My thought is that a contract is unlikely to be declared entirely void. More likely that the clause(s) in question would be declared unenforeable.

I agree. A court is very unlikely to deem a contract void in its entirety other than impossibility of performance -say. To the extent that any particular clauses are illegal, unenforceable or contrary to the Unfair Contact terms Act, the court would strike those out as void or voidable, i.e. of no effect. I suspect a number of the new clauses would fall into the category of Alamy attempting to avoid a fundamental breach of obligation.

[RyanU]

3 minutes ago, Cryptoprocta said:

I've mentioned the ones I've noticed already:

4.1.5. except for any rights that have previously been licensed or granted in relation to the Content, there is not and will not be during the term of this Contract, be any limitation or restriction on Alamy’s ability to license the Content

Inter alia, this gives them the right to license images I designated RM as RF, which would break my contract with my other place (where I earn much more)

4.1.6. any use or exploitation of the Content by Alamy, a Customer or a Distributor will not be, or be deemed to be indecent, obscene, defamatory, insulting, racist, offensive, indecent, vulgar or violate publicity rights anywhere in the world.”

Probably an illegal clause, but I'm concerned that Alamy is even trying to grant itself a 'get out of jail card'. But I'd rather they educate the buyers on proper use, and leave the burden of correct use with them. Even if exonerated, I'm not willing to find myself possibily having to spend a lot of time, money and nervous energy in the process.

 

"4.4. You will ensure that all Metadata including, without limitation, any and all other information pertaining to the Content: (i) is and will remain accurate and factually correct; "

I do due diligence in researching my photos for accuracy, but I can't possibly know whether things have changed. If I find out something has changed I amend the caption appropriately, e.g. uses of buildings, species names/classifications: but beyond that I cannot commit. It's very unlikely I'd find out about e.g. changes of uses of a building in a country I'm not likely to visit again in the foreseeable future.

“4.1.11. the author of the Content has waived all moral rights in respect of the Content”

What concerns me most about that is that again it shows Alamy seems to think it can write clauses into contracts which undermine national/international Laws. They should be at the forefront of upholding photographers' rights.

 

At the moment, these are the ones which concern me most, but I'm still going over them.

Some other people may be more upset by e.g. Alamy having first dibs on chasing up infringements, especially people who already subscribe to an infringement-chasing service.

"16.2. Each party shall promptly inform the other of any actual or suspected infringement of copyright, loss of Images, breach of moral rights or other matter giving rise to threat of proceedings or claims or demands in respect of any of the Images. In the event of any alleged breach of any licence by a Customer or any Infringement of intellectual property or other rights in an Image by a third party, Alamy may either take action itself against the Customer or third party or alternatively inform you that it will not be taking action and you may then do so at your option."

 

As I said already, if you're not concerned about any of the new clauses, that's fine, as you were.

See my posts above, the metadata and  moral rights clauses already existed, they've just been shifted. 4.1.6 is a bit silly as our contract specifies they will not be able to manipulate the image to become defamatory or unlawful.

[Martin P Wilson]

Just now, MDM said:

It seems to me that the biggest issue of all here is LOSS OF TRUST in Alamy. People are let down, very let down, primarily by the stuff around exclusivity and the new pay structure, especially those who had invested time in (carefully) making their images exclusive. I am surmising that is a major reason for the real concern about various clauses in the new contract. Many appear to be reading the contract in detail for the first time. LOSS OF TRUST is permanent though so Alamy needs to keep that in mind if it decides to continue along this path. 

 

Indeed. I always worked on the basis that when the contract came out then trust had broken down. The aim was to write a fair contract at the start but then stick it in the drawer and never need it becuase of the mutual trust. It workdr for me much of my business career, with a few exceptions.

[Cryptoprocta]

1 minute ago, RyanU said:

See my posts above, the metadata and  moral rights clauses already existed, they've just been shifted. 4.1.6 is a bit silly as our contract specifies they will not be able to manipulate the image to become defamatory or unlawful.

So again, you have to wonder about the competence of the company which drew up the new contract.

Should they be relying on crowdsourcing from the forum to point out the issues?

[MDM]

1 minute ago, Cryptoprocta said:

I've mentioned the ones I've noticed already:

4.1.5. except for any rights that have previously been licensed or granted in relation to the Content, there is not and will not be during the term of this Contract, be any limitation or restriction on Alamy’s ability to license the Content

Inter alia, this gives them the right to license images I designated RM as RF, which would break my contract with my other place (where I earn much more)

4.1.6. any use or exploitation of the Content by Alamy, a Customer or a Distributor will not be, or be deemed to be indecent, obscene, defamatory, insulting, racist, offensive, indecent, vulgar or violate publicity rights anywhere in the world.”

Probably an illegal clause, but I'm concerned that Alamy is even trying to grant itself a 'get out of jail card'. But I'd rather they educate the buyers on proper use, and leave the burden of correct use with them. Even if exonerated, I'm not willing to find myself possibily having to spend a lot of time, money and nervous energy in the process.

 

"4.4. You will ensure that all Metadata including, without limitation, any and all other information pertaining to the Content: (i) is and will remain accurate and factually correct; "

I do due diligence in researching my photos for accuracy, but I can't possibly know whether things have changed. If I find out something has changed I amend the caption appropriately, e.g. uses of buildings, species names/classifications: but beyond that I cannot commit. It's very unlikely I'd find out about e.g. changes of uses of a building in a country I'm not likely to visit again in the foreseeable future.

“4.1.11. the author of the Content has waived all moral rights in respect of the Content”

What concerns me most about that is that again it shows Alamy seems to think it can write clauses into contracts which undermine national/international Laws. They should be at the forefront of upholding photographers' rights.

 

At the moment, these are the ones which concern me most, but I'm still going over them.

Some other people may be more upset by e.g. Alamy having first dibs on chasing up infringements, especially people who already subscribe to an infringement-chasing service.

"16.2. Each party shall promptly inform the other of any actual or suspected infringement of copyright, loss of Images, breach of moral rights or other matter giving rise to threat of proceedings or claims or demands in respect of any of the Images. In the event of any alleged breach of any licence by a Customer or any Infringement of intellectual property or other rights in an Image by a third party, Alamy may either take action itself against the Customer or third party or alternatively inform you that it will not be taking action and you may then do so at your option."

 

As I said already, if you're not concerned about any of the new clauses, that's fine, as you were.

 

I am going to take a break now but I think most of those were in the old contracts but have been simply separated out into new clauses. They are pretty standard I think. I will have another look later but I think they were all in the old 4.7 clause apart from Clause 4.1.6  which has to be a joke. I think that it is worth challenging as it cannot possibly hold up. There are so many holes in it that an amateur lawyer could destroy it. I expect they will have to change that before July 1st. If one was to take it at face value as areal threat then one would have to resign. 

 

The reason I am not asking about exclusivity is that none of my images are exclusive anyway and making them non-exclusive seems like the simple option. 

[RyanU]

1 minute ago, Cryptoprocta said:

So again, you have to wonder about the competence of the company which drew up the new contract.

Should they be relying on crowdsourcing from the forum to point out the issues?

As noted above, the contract changes are all listed here: https://www.alamy.com/terms/contributor-contract-changes.aspx

 

May take a bit of CTRL+F work to see if you can find where each bit has been shifted. However, the changes to this contract minutiae haven't altered their implications to any significant degree, it's mostly shuffling around of legalese. However, the concerns around the new, openly interpretable clauses related to the infringement enforcement may need further clarification.

 

[Cryptoprocta]

11 minutes ago, RyanU said:

This was already in the contract, they've just shifted the clause.

Left old, right new.

4.8. You grant to the Customer the right to alter the Images including any cropping, manipulation, combining and creation of derivative Images providing such alteration is not pornographic, defamatory or otherwise unlawful. You undertake that the person who created the Image has waived all moral rights in respect of use of the Image pursuant to this contract by Alamy, its Customers or any third parties.

4.3. You grant to each Customer the right to alter the Content including any cropping, manipulation, combining and creation of derivative Content, provided always that such alteration is not indecent, obscene, pornographic, defamatory or otherwise unlawful.

Ah, OK, sorry, I missed that because as well as that, they for some reason also put it as a new clause in 4.1.11 - more incompetence.

Edited May 20, 2021 by Cryptoprocta

[RyanU]

Just now, Cryptoprocta said:

Ah, OK, sorry, I missed that because as well as that, they for some reason also put it as a new clause in 4.1.11 - more incompence.

It's likely due to a change in the flow and organisation of the contract, which is why they've moved. You'd have to look at the contract as a whole to understand the context of the moved clauses.

[MizBrown]

6 hours ago, Ed Rooney said:

 

Yes, Steve -- I don't understand this rush to the exit. The last major contract change was revised. 

 

Some of it is that it's a good time to stop imagining that sales would get better enough to make me $200 a month if I uploaded another thousand photos.     It's not the contract as much as the contract changes put certain thing in perspective.

[Cryptoprocta]

3 minutes ago, RyanU said:

It's likely due to a change in the flow and organisation of the contract, which is why they've moved. You'd have to look at the contract as a whole to understand the context of the moved clauses.

So again, is it malice or incompetence which made them do it like this? (hypothetical). It doesn't engender much trust that they know what they're doing.

They seem to have a rather cavalier and slipshod attitude to crafting something as important as a contributor contract.

There is a real and present danger that they may be equally slipshod in any buyer contract they may produce. Or in any future dealings with contributors, who clearly are just a fly in their ointment.

[Gervais Montacute]

I only upload photos as a hobby so this doesn't bother me. It's happened here before and it will happen again. It's the same but in a different way in the music industry. That's called Streaming. And that does bother everyone.

 

Apart from 4 photos, the last time I uploaded anything was 3 years ago.

Edited May 20, 2021 by Gervais Montacute

[Charles Stirling]

The new structure seems to hurt almost every photographer it would be good if Alamy would actually disclose the number selling over 25k or as some say is it actually   earn over 25k which is vastly different?