REFERRAL PROGRAM AGREEMENT

This Agreement governs your participation in the iStock Referral Program (the "Program"). This Agreement between you and iStockphoto LP ("iStockphoto") is in addition to the Membership Agreement, our Terms of Use, our Privacy Policy and all other documents and provisions applicable to the use of http://www.istockphoto.com (the "Site").

As a bona fide member of the iStockphoto community, you are entitled to participate in the Program on condition that you accept the terms and conditions of this Agreement by checking the applicable box. If you do not agree to accept and abide by this Agreement, you should not participate in the Program and you will not be paid for referrals. In the event of any inconsistency between this Agreement, the Membership Agreement and the Terms of Use, the terms of this Agreement shall govern.

This may be a temporary program. iStockphoto reserves the right, in its discretion, to change, terminate or modify all or any part of the Program or this Agreement at any time, effective immediately upon notice published on the Site. Your continued participation in the Program after such notice constitutes your binding acceptance of the terms and conditions in this Agreement, including any changes or modifications made by iStockphoto as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you should immediately cease participation in the Program.

Rules of the Program

You acknowledge and agree to actively refer potential members to the Site. For each Successful Referral (as defined below) iStockphoto will pay to you a referral fee as set out on the Site from time to time (the "Fee").

You also acknowledge and agree that as a member of iStockphoto referring potential members to the Site, you may not also be a member of any affiliate marketing network or any other organization or entity that agrees to pay, give, distribute, reward or otherwise provide any kind of benefit to you, in any manner whatsoever, for bringing or referring potential members to the Site.

A "Successful Referral" is one that we determine satisfies each of the following criteria:

  • the referred customer (a "New Client") must not be a current or past member of iStockphoto.com and must complete, submit and have accepted a valid membership application;
  • there must be a bona fide purchase by the New Client of Credits (depending on the referral payment plan selected by you, iStockphoto may require a minimum purchase by the New Client) for which payment is received by iStockphoto and is not reversed or otherwise set aside as a potentially false transaction;
  • the New Client must reach the Site by clicking on a Site badge, link or other item made available by iStockphoto for your use (the "Referral Links") and received by you through the Referral Program interface and not be a result of you creating spam or doing anything that would bring the Program or iStockphoto into any kind of disrepute;
  • the New Client must have cookies enabled on their browser when clicking on your Referral Link to the Site, when reaching the Site, when completing the membership application, and when purchasing credits (otherwise we can't track it); and
  • when coming to the Site and making the required purchase, the New Client must still have the cookie enabled that was placed on their computer when clicking on the Referral Link. This means the purchase must be within 30 days of clicking Referral Link and it must be an on–line purchase and payment (phone and mail orders won't qualify).

All Fees that are payable will be credited to your member account and may be adjusted to reflect actual receipts or artificial transactions in accordance with the terms of the Program or iStockphoto's discretion. In response to a written request, iStockphoto fees will be paid by cheque or other means when they exceed US$100 and shall be net of applicable taxes or withholdings required by applicable law, overpayment of fees in a prior period, legal and other reasonable fees incurred in enforcing this Agreement and any other amount owing by you to iStockphoto under this Agreement or otherwise. iStockphoto reserves the right for any reason to refuse any New Client application or purchase transaction in its discretion, without notice or any communication to you. Payment of Fees and amendments to the Program are at the sole discretion of iStockphoto. Under no circumstances shall iStockphoto be required to provide you with any information or updates regarding the New Client, except to confirm the referral.

You also agree not to use the Referral Links in any manner that could damage, disable, overburden, or impair the Site or any other site, create spam or any other unwanted solicitation, or interfere with any other party's use and enjoyment of the Site, their own site or other location of the Referral Links. You agree that you will not paste, copy or otherwise impose the Referral Links anywhere without the consent of the proper authority. iStockphoto is not responsible for anything that you do with the Referral Links. You agree not to use any of our trademarks or intellectual property or make any representations, warranties or other statements concerning iStockphoto, the Site or any of our products, services or policies, except as detailed in this Agreement.

Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. Nothing in this Agreement will constitute or be construed as constituting or tending to create an agency, partnership or employer/employee relationship between you and us.

Indemnity

You agree 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 any breach by you of this 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 Agreement is effective so long as you participate in the Program, your participation is terminated by iStockphoto or until the Program is discontinued by iStockphoto, whichever first occurs. The Referral Program or any aspect of it can be discontinued at any time in iStockphoto's discretion upon notice posted on the Site. Upon posting of such notice, the Program and this Agreement shall be thereby terminated as it relates to you. iStockphoto may terminate this Agreement upon 30 days notice by e-mail at the last address contained in your membership information. You may terminate this Agreement by ceasing to participate in the Program at any time.

DISCLAIMER OF WARRANTIES

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 REFERRAL LINKS. 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 AGREEMENT OR THE REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE REFERRAL LINKS, 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 AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE REFERRAL LINKS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO TEN ($10.00) CANADIAN DOLLARS.

Age and Responsibility

You represent and warrant that you are of sufficient legal age to use the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Site and your participation in the Program.

Applicable law

The Site is controlled, operated and administered by iStockphoto from within the Province of Alberta, Canada. The Referral Links 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 Referral Links, 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.

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.

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, costs and disbursements if iStockphoto is successful.

General

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

Contact

If you have concerns relating to the Referral Program or this Agreement, please contact iStockphoto at help@istockphoto.com or via phone at 1-866-478-6251.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS 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 REGARDING THE REFERRAL PROGRAM, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND ISTOCKPHOTO RELATING TO THE SUBJECT OF THIS AGREEMENT.

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