Legal

SOUND ARTIST SUPPLY AGREEMENT AUDIO (NON-EXCLUSIVE)

This Agreement governs the terms by which composers, musicians or other artists provide stock musical compositions, master recordings, sound recordings, digital files and other audio content to members of the iStockphoto.com community, on a non-exclusive basis through the web site located at www.istockphoto.com (the “Site”). [For the supply agreement relating to exclusivity, click here.] This Agreement contains many important provisions that affect your rights and obligations. By ticking the correct box at the end of this Sound Artist Supply Agreement (Non-Exclusive) (the “Agreement”) and typing “I agree”, you thereby agree to be bound by the terms of this Agreement We encourage you to print a copy of the Agreement for your records. In this Agreement you will be referred to as either “you”, “your” or “Sound Artist”. You agree that iStockphoto may make changes to this Agreement by posting such changes on the Site which changes will be effective from the date of such posting. It is your duty to regularly review the Site for any posted amendments.

If you are currently a member of a performing rights society or other similar organization anywhere in the world (for example: SOCAN, ASCAP, BMI, SESAC, PRS, Harry Fox Agency, CMRRA, GEMA, SACEM, SDRM, SODRAC, SGAE, AGEDI, AIE, AOSGE, DAMA or JASRAC) you are not eligible to submit Audio Content to iStockphoto. Should you wish to become a member of any such organization during the term of this Agreement, you must first terminate this Agreement by following the rules in section 13(a).

1.Background of Agreement
1. This is a legal agreement between any member intending to upload Audio Content onto the Site and iStock International, Inc., a subsidiary of Getty Images, Inc. (“iStockphoto” or “us” or “we”). iStockphoto is operator of the Site. The Sound Artist wishes to appoint iStockphoto as its non-exclusive agent to license and distribute Audio Content (as defined below) created by the Sound Artist on the terms and conditions set forth in this Agreement and iStockphoto's form of Audio Content License Agreement, as such agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein (the “Audio Content License Agreement”). For the purposes of this Agreement, the “Audio Content License Agreement” shall be deemed to include all of the Extended License options, if any, and provisions to which you have opted-in using the administrative tools relating to his or her account profile on the Site.
2. Upon accepting the terms of this Agreement, you may make Audio Content available to iStockphoto by following the “Upload” procedures and policies identified on the relevant portion of the Site. Each upload of Audio Content will be governed by the terms and conditions of this Agreement, which will be confirmed by you upon each upload.
3. This Agreement is in addition to the Terms of Use applicable to the Site and to the Membership Agreement that all persons providing Audio Content to or downloading Audio Content from the Site have previously entered into. In the event of any inconsistency between this Agreement, the Membership Agreement and the Terms of Use, the terms of this Agreement shall govern.
4. This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Sound Artist, you must follow the termination procedures set forth below under “Term and Termination”.
Provision of Content
1. The parties acknowledge that the Sound Artist may, from time to time, provide information, musical compositions, master recordings, non-musical audio recordings and other sound material to iStockphoto using the Upload procedures of the Site or such other procedures as the parties may mutually agree (collectively, “Audio Content”). iStockphoto, in its sole discretion, may determine which of such Audio Content is suitable for posting on the Site or other means of distribution for licensing, and only such Audio Content as it deems suitable will be considered “Accepted Audio Content” for the purposes of the applicable provisions of this Agreement.
2. In addition to the terms of this Agreement, the parties acknowledge that the provision of all Audio Content is subject to the policies and procedures outlined in the Site, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to acceptable Audio Content outlined in the Site will be deemed to be a breach of this Agreement.
3. You represent and warrant that you shall not: (i) license your own Audio Content (except occasionally and then only for legitimate creative purposes); or (ii) predominately license the content of only a few contributors. You agree that you will not collude with another iStockphoto member to have that member do either of (i) or (ii) above for your benefit. You acknowledge that genuine subscription customers typically license files from many contributors and you agree that your subscription licensing behavior will conform to this typical conduct. In addition to any other available remedies, if you breach this paragraph iStockphoto may immediately terminate this Agreement and/or, if applicable, cancel your subscription package without any refund to you. You further agree to forfeit any royalties earned by you in connection with your misconduct.
Grant of Authority
1. The Sound Artist hereby appoints iStockphoto as Sound Artist's non-exclusive agent for the term to license Audio Content to third parties worldwide. For all Audio Content, the Sound Artist grants to iStockphoto the right to grant perpetual, worldwide, non-exclusive and non-transferable licenses or sublicenses to end-users through the Site, via a portable interface that links back to the Site, or through other venues owned or operated by iStockphoto or its parent or affiliated companies substantially in accordance with the terms of the Audio Content License Agreement (a current copy of which can be found here) that the Sound Artist hereby acknowledges having reviewed and approved. For all Audio Content, the Sound Artist grants to iStockphoto the following rights to be exercised in any manner and in any and all media (whether now known or, if permitted by applicable law, hereafter created):
2. In addition to the foregoing grant, so long as you have not opted out of the “Promotional Uses” category under the Control Panel of your account profile on the Site, iStockphoto may use Accepted Audio 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 Audio Content (including, without limitation, the use of the Accepted Audio Content and the Sound Artist's registered and unregistered trademarks relating to Audio Content for marketing, sales and promotional efforts whether on the Site or through third parties). No compensation shall be due to the Sound Artist for use of Accepted Audio Content for such business purposes.
3. The Parties agree that all right, title, and interest including copyright, in and to the uploaded Audio Content will be retained by the Sound Artist, and no right, title or copyright is transferred or granted in any way to iStockphoto, licensees, sublicensees or any other third party except as provided in this Agreement and the Audio Content License Agreement. Except to its affiliated and associated companies or as specifically permitted in this Agreement, iStockphoto may not distribute Audio Content to any third party for the purposes of resale or re-license, it being understood that nothing herein shall restrict iStockphoto from providing access to the Site or Accepted Audio Content to prospective buyers, licensees or sublicensees through an application program interface or other utility so long as all purchases are subject to the Audio Content License Agreement in its essential elements.
Intellectual Property Matters
1. The Sound Artist acknowledges that iStockphoto prohibits any Audio Content or any other material that infringes on any rights, including without limitation, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site and Sound Artist expressly agrees that the upload of Audio Content complies with all applicable law and does not infringe any of said rights.
2. To the extent permitted by applicable law, you waive all moral rights including without limitation your right to integrity of the Audio Content and the right to be associated with the Audio Content by name. To the extent such waiver is void or unenforceable by applicable law, you agree not to enforce any such moral rights against iStockphoto, its licensees and sublicensees of the Audio Content. To the extent such an agreement not to enforce your moral rights is void or unenforceable by applicable law, you: (i) grant a revocable right to iStockphoto, its licensees and sublicensees to use Audio Content without being credited as the author; (ii) grant to iStockphoto, its licensees and sublicensees the right to make adaptations of the Audio Content and to exploit the Audio Content as provided in article 3 above, and, (iii) agree that the upload by you of the Audio Content to the Site constitutes the first publication of the Audio Content.
3. All rights which are not expressly granted to iStockphoto in this Agreement by Sound Artist are specifically reserved to Sound Artist and Sound Artist agrees not to exercise those reserved rights in any manner inconsistent with the rights granted to iStockphoto in this Agreement.
4. iStockphoto is entitled to categorize Accepted Audio Content into the audio category it deems appropriate without any liability to you. Should you disagree with any such categorization, you may request that such Accepted Audio Content be removed from the Site.
Compensation
1. iStockphoto shall determine the price to be charged to licensees and sublicensees for the download and use of Audio Content. These prices are subject to change in the sole discretion of iStockphoto in the ordinary course of its business without notice by posting such changes on the Site.
2. iStockphoto agrees to pay a portion of the fees collected in respect of Accepted Audio Content that is downloaded or otherwise licensed by licensees and sublicensees according to the rate schedule set forth on Appendix "A" to this Agreement, as it may be modified from time to time (the “Rate Schedule”) and the licensing of Audio Content as recorded by iStockphoto. The parties acknowledge that the Rate Schedule may differentiate among various types of Audio Content, such as sound, sample, loop, and song or otherwise. Subject to applicable law, the Rate Schedule is subject to change in the sole discretion of iStockphoto in the ordinary course of its business without notice by posting such changes on the Site. If at any time the Rate Schedule is not acceptable to the Sound Artist, you may refrain from providing additional Audio Content or terminate this Agreement in accordance with its terms.
3. In response to a request as specified in your Account Details – Financial section of the Site (either through email, fax or through the Site), iStockphoto will endeavor to make payment of fees in respect of purchased downloads of Accepted Audio Content on a monthly basis on or about the 15th day of the month following the purchase of Accepted Audio Content provided such fees aggregate a minimum of US$100, failing which fees owing will be retained until they exceed such minimum. In all cases, payment of fees to the Sound Artist will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; and (iii) legal and other reasonable fees incurred in enforcing this Agreement or the Audio Content License Agreement; (iv) fees payable to financial institutions for the processing of any credit card, debit card, e-cheque or alternative payment method where purchases or licenses are by other than the credit system; (v) returns and refunds; and (vi) any amounts owing by the Sound Artist to iStockphoto under this Agreement or otherwise.
4. Without limiting the generality of the foregoing, iStockphoto is entitled to set-off against any amount owing to Sound Artist, all amounts to which iStockphoto is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Sound Artist under this Agreement.
5. Waiver of Certain Fees and Royalties. Sound Artist hereby waives any and all fees and royalties, including without limitation, mechanical royalties, synchronization fees, transcription license fees, videogram fees and royalties, neighbouring rights royalties and public performance royalties to which Sound Artist may otherwise be entitled to at law, as the result of any use, including duplication, reproduction, public performance or synchronization of all or a part of the Audio Content by iStockphoto or by any licensee or sublicensee in connection with the Preview Content or the Audio Content. If such waiver is void or unenforceable by applicable law, you agree that the amounts paid to you under section 5 b are inclusive of all such fees and royalties.
6. Third Party Payments. You will be solely responsible for and will pay (i) any sums due to artists, authors, co-authors, copyright owners and co-owners, musicians, performers, producers and any other record royalty participants from sales, licenses or other uses of the Audio Content, including without limitation, neighbouring rights and sales royalties; (ii) all sums payable to recording studios, engineers, rental companies and others in connection with the recording of any Audio Content; (iii) all sums payable in connection with the use of musical compositions derived from sales or other uses of the Audio Content (i.e. mechanical royalties), (iv) for any rights, consents, or royalties payable to third-parties in connection with the delivery, encoding, transcoding, encrypting, use and/or distribution of the Audio Content; (v) all payments that may be required under any collective bargaining agreements applicable to you or any third party in connection with the Audio Content, and (vi) any other monies payable with respect to other authorized uses of the Audio Content.
Passwords
Managing Content
1. iStockphoto does not review all communications or content uploaded to the Site and is not responsible for the Audio Content, quality, or consequences of your uploading such communications or Audio Content. Notwithstanding the foregoing, iStockphoto reserves the right to delete, move, refuse to accept or edit any communication or Audio Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, the applicable law, or any of iStockphoto’s policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Audio Content to iStockphoto or as it may direct. iStockphoto shall have the right but not the obligation to correct any errors or omissions in any Audio Content, as it may determine in its sole discretion. You acknowledge that any screening of Audio Content performed by iStockphoto to determine Accepted Audio Content is done as a courtesy only.
2. iStockphoto shall make good faith efforts to organize the Audio Content on the Site in a rational format. However, iStockphoto makes no guarantees to Sound Artist as to the placement or location of any Audio Content in search results or otherwise. All features, specifications, products and prices of products and services described or depicted on the Site are subject to change at any time without notice.
Confidential Information
1. The Sound Artist acknowledges that the Confidential Information (defined below) which it obtains through the entering into of this Agreement, the use of the Site and the provision of Audio Content constitutes valuable, confidential, proprietary information of iStockphoto and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of iStockphoto, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.
2. For the purposes of this Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of iStockphoto, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, alliances, content, graphics, documentation, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Site Audio Content belonging to others and other intellectual property.
Representations and Warranties
1. In addition to the representations and warranties contained within the Terms of Use, Sound Artist hereby represents and warrants as follows:
  1. The Sound Artist (i) has the legal capacity and authority to enter into this Agreement, (ii) has the right to grant all of the rights contemplated to be provided under this Agreement, (iii) has not granted, and for the term of this Agreement, shall not grant any rights or licenses to any Audio Content or any other intellectual property or technology that would conflict with this Agreement, and (iv) has paid, in full, all amounts owing to any parties in respect of the production and recording of any Audio Content, including without limitation, any recording studios, producers, engineers and rental companies;
  2. The Sound Artist is the sole and exclusive owner of the Audio Content or has all necessary rights and authorization from all musicians, performers, co-owners or co-creators related to the Audio Content. If you are not the sole creator of the Audio Content, you represent and warrant that you have legally enforceable written agreements with the authors, composers, performers, musicians and co-creators of the Audio Content under which the Audio Content is and will remain your sole and exclusive property or which grants you the right to enter into this Agreement. If requested by iStockphoto, you shall supply it with copies of these agreements;
  3. No portion of the Audio Content as delivered to iStockphoto from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Audio Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Audio Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Audio Content or the Site in any way;
  4. The Audio Content will include all necessary descriptive information to enable its effective marketing on the Site, which information will be complete and accurate in all material respects and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to such Audio Content;
  5. The Audio Content delivered to iStockphoto hereunder represents wholly original creations and expressions of subject matter, and no Audio Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party;
  6. There are no liens or encumbrances on the Audio Content;
  7. The Sound Artist has not registered the Audio Content with any performing or other rights societies anywhere in the world, including but not limited to, SOCAN, ASCAP, BMI, SESAC, PRS, Harry Fox Agency, CMRRA, SODRAC, GEMA, SACEM, SODRAC, SGAE, AGEDI, AIE, AOSGE, DAMA and JASRAC (a “Rights Society”) and the Audio Content is not and will not become subject to any rights granted by you, if any, to a Rights Society;
  8. The Sound Artist is not and, for the term of this Agreement, will not become a member of or otherwise assign or grant rights to any Rights Society;
  9. Neither iStockphoto nor any licensee or sublicensee will be required to obtain any form of license from a Rights Society in connection with its use of the Audio Content hereunder, nor pay any fees or royalties to a Rights Society related to such use; and,
  10. The Audio Content is not created using any third party samples or loops which may be available in sequencing, digital audio work station or other like software (even if the license agreement for such software permits the samples or loops to be used in new works to be used or sold for commercial purposes.)
Liability and Indemnity
1. You agree to be liable to and indemnify, defend and hold harmless iStockphoto and its parent and affiliates, and each of their respective directors, officers, employees, shareholders and agents, the licensees and sublicensees of Audio Content (collectively, the “iStockphoto Parties”) from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any iStockphoto Party as a result of or in connection with: (i) any use or alleged use of the Site or provision of Audio Content under your member name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Audio Content uploaded under your member name; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any iStockphoto Party to the extent such claim is based upon a contention that any of the Audio Content used within the scope of this Agreement and the Audio Content License Agreement infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party.
2. iStockphoto reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with iStockphoto's defense of such claim.
3. The Sound Artist agrees that the iStockphoto Parties shall not be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Audio Content.
DISCLAIMER OF WARRANTIES
1. THE SITE, INCLUDING ANY AUDIO CONTENT CONTAINED THEREIN, ARE PROVIDED BY ISTOCKPHOTO “AS 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. ISTOCKPHOTO DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE AUDIO CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
2. ISTOCKPHOTO DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY AUDIO CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
LIMITATION OF LIABILITY
1. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE AUDIO CONTENT OR INFORMATION CONTAINED THEREIN.
2. IN NO EVENT SHALL THE ISTOCKPHOTO PARTIES 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 AUDIO CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF ISTOCKPHOTO 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.
3. IN ANY EVENT, ISTOCKPHOTO'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 AUDIO CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY ISTOCKPHOTO FOR THE AUDIO CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE HUNDRED ($100.00) UNITED STATES DOLLARS.
4. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF ISTOCKPHOTO OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Term and Termination
1. This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to iStockphoto at help@iStockphoto.com or such other means of written notice acceptable to iStockphoto which enables confirmation of your identity and your intention to terminate. You shall ensure that “Sound Artist Termination Request” appears in the subject line of the email or other communication. iStockphoto 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 iStockphoto 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.
2. Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in material breach of this Agreement.
3. In addition, iStockphoto may deem an account to be terminated if there has been no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Sound Artist based on the information provided through the Site as part of your account profile. If iStockphoto is unable to contact you, you agree to forfeit any fees and credits in your account to iStockphoto. If iStockphoto is able to contact you, iStockphoto shall pay to you the fees and credits in your account less an administrative charge of Fifteen ($15.00) United Stated Dollars if the address in your account profile is in North America and Thirty ($30.00) United States Dollars in other jurisdictions. If in the reasonable opinion of iStockphoto you have made a material misrepresentation as to the capacity, identity or copyright ownership of Audio Content or the Sound Artist, you agree to forfeit all fees and credits in your account to iStockphoto.
Effect of Termination
1. Upon the termination of this Agreement, the grant of authority given to iStockphoto shall cease subject to the following conditions: (i) iStockphoto shall remove Accepted Audio Content from the Site within thirty (30) days of the date of termination of this Agreement; (ii) notwithstanding termination, iStockphoto shall have the right to continue licensing Accepted Audio Content until it is removed from the Site; and (iii) regardless of the expiration or termination of this Agreement, iStockphoto will continue, in accordance with this Agreement, to pay compensation due to the Sound Artist in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.
2. Upon termination, iStockphoto will be entitled to retain all amounts owing to the Sound Artist 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.
3. Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees by iStockphoto pursuant to this Agreement.
4. Termination of this Agreement shall operate without prejudice to the iStockphoto'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 Audio 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.
Applicable law
1. The Site is controlled, operated and administered by iStockphoto from within the Province of Alberta, Canada. The Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of Alberta, you acknowledge and agree that this Agreement will be governed under the laws of the Province of Alberta and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Province of Alberta, Canada with respect to the subject matter of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
2. You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site. You agree to waive any right you may have to (i) trial by jury; and (ii) to commence or participate in any class action against iStockphoto related to the Site or this Agreement. If such a waiver is void or unenforceable by applicable law, you agree not to (iii) seek trial by jury; and (iv) commence or participate in any class action against iStockphoto related to the Site or this Agreement
3. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Calgary, Alberta, pursuant to the rules of the Arbitration Act (Alberta) in effect at the time arbitration is demanded.
4. If iStockphoto is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse iStockphoto for its legal fees, costs and disbursements if iStockphoto is successful.
General
1. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
2. iStockphoto's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
3. This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without iStockphoto's prior written consent. iStockphoto may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
4. If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
5. This Agreement is the entire agreement between the parties with respect to the subject matter hereof. This Agreement can be amended by the written agreement of the parties or by iStockphoto posting amendments on the Site as permitted by this Agreement. Continued provision of Audio Content or failure to terminate this Agreement within thirty (30) days of posting of such amendment will be deemed to be acceptance of the amendment by the Sound Artist and it will be incorporated by reference into this Agreement.
6. This Agreement shall be binding upon the parties and enure to the benefit of their heirs, executors, personal representatives, successors and permitted assigns. Nothing in this Agreement shall be deemed to have created a joint venture, partnership or employment relationship between the parties.
7. The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demand que cette convention ainsi que tous les documents qui s'y rattachent soient en anglais.
Contact
Acknowledgement

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