iStock reserves the right, in its discretion, to change or modify all or any part of this Corporate Membership Agreement at any time, effective immediately upon notice published on the Site. Your continued use of the corporate membership portions of the Site after such notice constitutes your binding acceptance of the terms and conditions in this Corporate Membership Agreement, including any changes or modifications made by iStock as permitted above. If at any time the terms and conditions of this Corporate Membership Agreement are no longer acceptable to you, you shall immediately cease use of the corporate membership portions of the Site.
In this Agreement “Your Representatives” refers to your Corporate Account Manager and your Subaccount Holders.
You specifically agree that you are responsible for the conduct of Your Representatives while accessing the Site or using the Content whether or not you authorized the conduct. Without limiting the generality of the foregoing, you agree that the following conduct by Your Representatives is solely at your risk and expense:
You agree that Your Representatives shall be the age of majority in your jurisdiction and/or the jurisdiction of their residence, as the case may be.
You shall have the authority to perform the following functions for your corporate account:
You agree to designate a Corporate Account Manager to act on your behalf in performing the above functions. In addition, the Corporate Account Manager shall be authorized to (i) sign any and all agreements and amendments relating to your corporate account; and (ii) appoint a Subaccount Holder as a temporary Corporate Account Manager who shall have all of the foregoing authority in the absence of the Corporate Account Manager.
The Corporate Account Manager shall not have access to the non-corporate membership portions of the Site.
The Corporate Account Manager shall not have authority to transfer credits from your corporate member account to any other corporate member account or regular member account.
Unless you inform us in writing to the contrary, the individual who clicks “Agree” at the end of this Corporate Membership Agreement shall be your Corporate Account Manager.
Subaccounts are those Site accounts established by the Corporate Account Manager under your Corporate Member Name. Subaccount Holders are those of your employees or representatives who have Subaccounts and passwords established for them by the Corporate Account Manager.
The only functions permitted within a Subaccount are (i) the ability to download Content up to the daily, weekly or monthly maximum credit usage established by the Corporate Account Manager and (ii) the ability to access the corporate membership portions of the Site.
For clarification, Sub-account Holders shall not have access to the non-corporate membership portions of the Site and are not permitted to purchase credits.
Download credits can be purchased from the Credit Purchase Page within the corporate membership portion of the Site. Credits can be purchased online or with cheque or money order by mail.
You may also apply for credit terms using the Credit Application Form. If you are approved for credit, you are required to pay in accordance with the credit approval terms. If you fail to pay in accordance with the credit approval terms, in addition to any other remedies available at law or in equity, iStock may (i) restrict your ability to download Content until payment is made; (ii) offset any credits in your account against your unpaid balance; (iii) revoke or modify your credit privileges; or, (iv) terminate your Corporate Membership Agreement, any Content License Agreements and Corporate License Agreements.
The price of credits or other products purchased through the Site will be the price specified in the Site at the time of your purchase.
Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product or service, you authorize iStock to charge the designated credit card, or PayPal account, for the total amount of the purchase.
You acknowledge that the Site contains or may contain information, software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of iStock and its affiliates or other third parties (including other members).
Except as otherwise expressly permitted in this Corporate Membership Agreement and any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement), you may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part.
You acknowledge and agree that the user identification provided by iStock to you so that you may access and utilize the corporate membership portions of the Site (your “Corporate Member Name”), and the password selected by and used by you in conjunction with your Corporate Member Name must be kept secret and confidential. You agree that you shall not disclose such Corporate Member Name or password to any other party without the express written permission of iStock. You agree that the Corporate Member Name and password shall be established by the Corporate Account Manager. You further agree that Your Representatives shall not disclose your Corporate Member Name, Subaccount Holder names or passwords to any other party without the express written permission of iStock.
You acknowledge and agree that you will be responsible for each and every access or use of the corporate membership portions of the Site that occurs in conjunction with your Corporate Member Name or any Subaccount Holder names, and that iStock is authorized to accept your Corporate Member Name and password or any Subaccount Holder name and password as conclusive evidence that you have authorized the access and use of the corporate membership portions of the Site. You acknowledge that such passwords are unique to you and that, although iStock does have the ability to require passwords to meet certain requirements (such as a minimum or maximum number of characters) and to reset such passwords, iStock does not have the ability to access the passwords themselves.
You agree that you will not use the Site for any purpose that is unlawful or not permitted by this Agreement. By way of example, and not as a limitation, you agree that when communicating via the Site, including in respect of any forums, chat-rooms or other exchanges (a “Forum”) accessed on or through the Site, neither you nor Your Representatives shall do any of the following:
You acknowledge that Forums are public and not private communications. Further, you acknowledge that no communication of a third party or Content is endorsed by iStock and no communication of a third party or Content may be considered reviewed, screened or approved by iStock. As explained below, iStock reserves the right for any reason to remove without notice any communication, Content or other material posted to the Site.
You also agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You also agree not to attempt to gain unauthorized access to any other iStock member accounts, computer systems or networks associated with the Site. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
iStock does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content of such communications or Content. Notwithstanding the foregoing, iStock reserves the right to delete, move or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Corporate Membership Agreement or is otherwise unacceptable. You shall remain solely responsible for all communications made under your Corporate Member Name and any Subaccount Holder names. iStock 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 iStock to determine Accepted Content is done as a courtesy only.
iStock respects the intellectual property of others, and we ask our users to do the same. If you believe that any Content has been copied in a way that constitutes copyright infringement, or that any intellectual property rights have been otherwise violated, please provide iStock with notice of such possible infringements by contacting Contributor Relations at firstname.lastname@example.org.
You acknowledge that the Confidential Information (defined below) which you obtain through the entering into of this Corporate Membership Agreement and the use of the Site constitutes valuable, confidential, proprietary information of iStock and its licensors, and you agree that during the term of this Corporate Membership Agreement and thereafter you shall not, without the express written consent of iStock, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Corporate Membership Agreement or as required by applicable law.
For the purposes of this Corporate Membership Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of iStock, 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, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Site content belonging to others and other intellectual property.
You agree to be liable to and to indemnify, defend and hold iStock and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "iStock Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers’ fees on a solicitor and client basis) incurred by any iStock Party in connection with:
This Corporate Membership Agreement is effective until terminated. You may terminate this Corporate Membership Agreement at any time by emailing help@iStock.com or by such other means of written notice acceptable to iStock which enables confirmation of your identity and your intention to terminate. iStock reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the corporate membership portions of the Site at any time for any reason without prior notice or liability. iStock may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.
iStock may also terminate or suspend your access to the corporate membership portions of the Site for inactivity, which is defined as failing to access the corporate membership portions of the Site for an extended period of time, as reasonably determined by iStock.
Termination of this Corporate Membership Agreement does not relieve you of your responsibilities to pay any amounts due to iStock under this Corporate Membership Agreement or your obligations to not use the corporate membership portions of the Site or any Content other than in the manner permitted under this Corporate Membership Agreement or any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement). Termination of this Corporate Membership Agreement shall operate without prejudice to the iStock’s rights, defenses and limitations of liability provided under this Corporate Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Corporate Membership Agreement.
Upon termination of your access to the corporate membership portions of the Site, you agree to forfeit all download credits remaining in your account.
THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED "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. ISTOCK DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
ISTOCK 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.
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL ISTOCK OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS 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 CORPORATE MEMBERSHIP AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF ISTOCK 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.
IN ANY EVENT, ISTOCK’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS CORPORATE MEMBERSHIP 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 FIVE ($5.00) US DOLLARS.
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 ISTOCK OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You represent and warrant that:
The Site is controlled, operated and administered by iStock 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, by accessing the Site, you acknowledge and agree that this Corporate Membership 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 Corporate Membership Agreement. This Corporate Membership 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.
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 corporate membership portions of the Site, or such other address as you may advise us in writing to use, from time to time.
Any and all disputes arising out of, under or in connection with this Corporate Membership 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.
If iStock is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse iStock for its legal fees (on a solicitor and client basis), costs and disbursements if iStock is successful.
iStock’s failure to insist upon or enforce strict performance of any provision of this Corporate Membership Agreement shall not be construed as a waiver of any provision or right.
If any provision or part thereof of this Corporate Membership 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 thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. This Agreement shall not be assigned by you without iStock’s prior written consent. iStock may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
If you have concerns relating to the Site or this Corporate Membership Agreement, please contact iStock at help@iStock.com.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CORPORATE MEMBERSHIP AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND ISTOCK, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND ISTOCK RELATING TO THE SUBJECT OF THIS CORPORATE MEMBERSHIP AGREEMENT.