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