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CORPORATE MEMBERSHIP AGREEMENT

This Corporate Membership Agreement governs your corporate membership in the iStockphoto.com community, allowing you full access to the corporate membership portions of the web site located at www.istockphoto.com (the "Site"). This Corporate Membership Agreement is in addition to the Terms of Use applicable to the Site. The Site is operated by iStockphoto, Inc. ("iStockphoto").

Access and use of the corporate membership portions of the Site are provided by iStockphoto to you on condition that you accept the terms and conditions of this Corporate Membership Agreement and the Terms of Use, and by accessing or using the corporate membership portions of the Site, you agree to the terms and conditions of this Corporate Membership Agreement and the Terms of Use. If you do not agree to accept and abide by this Corporate Membership Agreement and the Terms of Use, you should not access or use the corporate membership portions of the Site. In the event of any inconsistency between this Corporate Membership Agreement and the Terms of Use, the terms of this Corporate Membership Agreement shall govern.

iStockphoto 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 iStockphoto 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.

Conduct and Responsibility

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:

  • unauthorized purchase or use of your credits whether for personal purposes or otherwise;
  • use of the Site or use of Content in any manner that is not permitted by the Terms of Use, the Content License Agreement or this Corporate Membership Agreement; and,
  • any conduct prohibited in “Rules of Conduct” below.

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.

iStockphoto shall ensure that Your Representatives are required to “agree” to the Terms of Use before they are permitted to access the corporate membership portions of the Site for the first time.

Corporate Account Permissions

You shall have the authority to perform the following functions for your corporate account:

  • open, modify, suspend and terminate Subaccounts;
  • increase or decrease credit usage limits for each Subaccount;
  • purchase credits for your corporate account;
  • transfer credits from one Subaccount to another;
  • restrict access to the Forums for any or all Subaccounts; and,
  • change passwords for Subaccount Holders.

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

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.

Payment

Download credits can be purchased from the Credit Purchase Page within the corporate membership portion of the Site. Credits can be purchased online with VISA, MasterCard, AMEX, JBC, PayPal, Diner’s Club 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, iStockphoto 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 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 iStockphoto to charge the designated credit card, or PayPal account, for the total amount of the purchase.

Use of Content

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 iStockphoto 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.

Content is provided to the Site through members entering into an “Artist’s Supply Agreement”, either on an exclusive or non-exclusive basis (each, a “Supply Agreement”). As a corporate member you may not enter into a Supply Agreement or upload any Content on the Site. You may download Content only in accordance with the terms of this Corporate Membership Agreement and the then applicable Content License Agreement. For the purposes of this Corporate Membership Agreement, “Content License Agreement” shall be deemed to include Extended License Agreement and any Corporate License Agreements. “Corporate License Agreements” are those agreements that are unique to you and may reflect special pricing, access and use of Content. Corporate License Agreements are found in the Extended License Agreement form once Your Representatives have signed into the Site using your Corporate Membership Name or a Subaccount Holder name.

Passwords

You acknowledge and agree that the user identification provided by iStockphoto 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 iStockphoto. 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 iStockphoto.

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 iStockphoto 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 iStockphoto 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, iStockphoto does not have the ability to access the passwords themselves.

Rules of Conduct

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:

  • Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others.
  • Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.
  • Upload or otherwise transfer files that contain software or other material protected by intellectual property laws (or by rights of privacy or confidentiality) unless you own or control the rights thereto or have received all necessary consents.
  • Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.
  • Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
  • Falsify the origin or source of software or other material contained in a file that is uploaded.
  • Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters.
  • Download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner.
  • Use any communications or Content or other information obtained through the Site in a manner that is competitive with the Site or iStockphoto’s business.

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 iStockphoto and no communication of a third party or Content may be considered reviewed, screened or approved by iStockphoto. As explained below, iStockphoto 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 iStockphoto 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.

Managing Content

iStockphoto 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, iStockphoto 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. iStockphoto 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 iStockphoto to determine Accepted Content is done as a courtesy only.

iStock International Inc. 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 iStockphoto with notice of such possible infringements by contacting Contributor Relations at (403) 265-3062 or help@istockphoto.com.

Confidential Information

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 iStockphoto 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 iStockphoto, 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 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, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Site content belonging to others and other intellectual property.

Indemnity

You agree to be liable to and to indemnify, defend and hold iStockphoto and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "iStockphoto 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 iStockphoto Party in connection with:

  1. any use or alleged use of the Site under your Corporate Member Name or any Subaccount Holder name by any person, whether or not authorized by you;
  2. or resulting from any communication made under your Corporate Member Name or any Subaccount Holder name; or
  3. any breach by you of this Corporate Membership Agreement. 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.

Term and Termination

This Corporate Membership Agreement is effective until terminated. You may terminate this Corporate Membership Agreement at any time by emailing help@iStockphoto.com or by such other means of written notice acceptable to iStockphoto which enables confirmation of your identity and your intention to terminate. iStockphoto 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. iStockphoto 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.

iStockphoto 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 iStockphoto.

Termination of this Corporate Membership Agreement does not relieve you of your responsibilities to pay any amounts due to iStockphoto 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 iStockphoto’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.

DISCLAIMER OF WARRANTIES

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. ISTOCKPHOTO 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.

ISTOCKPHOTO 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.

LIMITATION OF LIABILITY

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 ISTOCKPHOTO 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 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.

IN ANY EVENT, ISTOCKPHOTO’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) CANADIAN 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 ISTOCKPHOTO OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Your Representations and Warranties

You represent and warrant that:

  1. the individual clicking “Agree” at the end of this Corporate Membership Agreement is authorized by you to create binding legal obligations on your behalf and your use of the corporate membership portions of the Site are proof of such authority;
  2. you are a corporation duly organized and validly existing under the laws of your incorporating jurisdiction;
  3. the execution, delivery and performance of this Corporate Membership Agreement is within your corporate powers and have been duly authorized by all necessary corporate action;
  4. you shall perform all of your obligations under the Corporate Membership Agreement in compliance with applicable laws and regulations; and
  5. you shall provide to iStockphoto any business or tax registration numbers and other like information which, by law, iStockphoto is required or permitted to collect.

Applicable law

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, 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 iStockphoto is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse iStockphoto for its legal fees (on a solicitor and client basis), costs and disbursements if iStockphoto is successful.

General

You specifically agree and acknowledge that you have, in addition to the terms of this Corporate Membership Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.

iStockphoto’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 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.

The parties have requested that this Corporate Membership Agreement and all documents relating thereto 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

If you have concerns relating to the Site or this Corporate Membership Agreement, please contact iStockphoto at help@iStockphoto.com or via phone at (403) 265-3062.

Acknowledgement

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 iSTOCKPHOTO, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND iSTOCKPHOTO RELATING TO THE SUBJECT OF THIS CORPORATE MEMBERSHIP AGREEMENT.