LOGO DESIGNER’S SUPPLY AGREEMENT

This Logo Designer's Supply Agreement (the "Agreement") governs the terms by which designers provide logos to members of the iStockphoto.com community, through the web site located at www.istockphoto.com (the "Site"), and to other prospective purchasers through other distribution venues as described below. This Logo Designer’s Supply Agreement is in addition to the Terms of Use applicable to the Site and the Membership Agreement that all persons providing content to or downloading 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.

Background of Agreement
1. This is a legal agreement between any member intending to upload logos and related materials onto the Site (in this agreement referred to as “you” or the “Supplier”) and iStockphoto LP (“iStockphoto”), operator of the Site. The Supplier wishes to appoint iStockphoto as its exclusive agent to offer for sale and distribute Accepted Exclusive Logo Content (as defined below) on the terms and conditions set forth in this Agreement and iStockphoto's form of Logo Purchase Agreement (the "Logo Purchase Agreement"), as such agreements may be amended from time to time or modified for certain clients consistent with the rights granted herein, including but not limited to your obligation to enter into an agreement (the Intellectual Property Transfer Agreement (Logo)”, which is incorporated by reference), with the End User (defined below) assigning all rights in and to the Accepted Exclusive Logo Content (defined below) (the Agreement, Logo Purchase Agreement and Intellectual Property Transfer Agreement are collectively referenced herein as the "Agreements").
2. This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By ticking the correct box at the end of this Agreement and typing “I agree”, you thereby indicate that you have read and understood the entire agreement and agree to be bound by the terms of this Agreement. We encourage you to print a copy of the Agreement for your records.
3. Upon accepting the terms of this Agreement, you may make Exclusive Logo Content (defined below) available to iStockphoto by following the "Upload" procedures identified on the Site. Each upload of Exclusive Logo Content will be governed by the terms and conditions of the Agreements, which will be confirmed by you upon each upload.
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 Supplier, you must follow the termination procedures set forth below under "Term and Termination".
Provision of Exclusive Logo Content
1. In this Agreement, "Exclusive Logo Content" means: (i) logo design files, which may include but not be limited to illustrations, animations, fonts, data files and code snippets and other material applicable to logo designs (collectively, the “Content”); (ii) descriptive and other information, documents (such as font license agreements or software relating to the Content, as the case may be) or otherwise required to enable iStockphoto to realize the commercial potential of the rights granted in the Exclusive Logo Content ("Descriptive Information"); but shall not include: (A) Content, or any part thereof, that is produced as "work for hire" within the meaning of United States federal copyright legislation or is otherwise owned, by contract or otherwise, in whole or in part, by an entity other than the Supplier; (B) Content, or any part thereof, that has been sold, licensed, rented, leased or otherwise transferred elsewhere or is currently being offered for sale, license, rental, lease or transfer, regardless of whether it is commercial or non-commercial; (C) Content that contains a likeness of a person or persons that could lead to the identity of such person(s) or property that would, under applicable law, require a valid and binding release; or (D) other Content specifically designated by the Supplier and agreed by iStockphoto as being non-Exclusive Logo Content.
2. In this Agreement, “IPR” means: all intellectual property rights of any type whatsoever throughout the world including but not limited to all rights that subside in copyright, patent, trademark, design rights, plant breeders rights, rights of privacy and rights of publicity whether or not such rights are registered or able to be registered.
3. Notwithstanding the definition of Exclusive Logo Content and the rights granted in this Agreement, nothing shall restrict the Supplier from establishing or maintaining a personal portfolio website on which Exclusive Logo Content is posted for the purposes of art display but not the sale or licensing or giving away of rights to the Exclusive Logo Content.
4. The Supplier will provide Exclusive Logo Content to iStockphoto using the upload procedures and policies of the Site or such other procedures and policies as the parties may mutually agree. iStockphoto, in its sole discretion, may determine whether the Exclusive Logo Content is suitable for posting on the Site or other means of distribution, and only such Exclusive Logo Content as it deems suitable will be considered "Accepted Exclusive Logo Content" for the purposes of applicable provisions of this Agreement. Upon Supplier being advised that Exclusive Logo Content that has been uploaded to iStockphoto has not been deemed suitable to be considered Accepted Exclusive Logo Content, Supplier shall be entitled to use, license, sell, transfer or otherwise distribute the Exclusive Logo Content at its sole discretion.
5. In addition to the terms of the Agreements, the parties acknowledge that this Agreement is subject to the policies and procedures outlined in the relevant portions of the Site, the terms of which are incorporated by reference into this Agreement, and which may be amended from time to time. Any breach of the rules relating to the logo program and Accepted Exclusive Logo Content outlined in the Site will be deemed to be a breach of this Agreement.
Grant of Authority
1. The Supplier hereby appoints iStockphoto as Supplier's exclusive agent and sole distributor to sell the Accepted Exclusive Logo Content to a third party (“End User”) and to collect and remit funds in connection with those endeavours on the terms set forth in this Agreement. For all Accepted Exclusive Logo Content, Supplier grants iStockphoto:
2. In addition to the foregoing grant, so long as the Supplier has not opted out of the “Promotional Uses” category under the Control Panel of his or her account profile on the Site, iStockphoto may post, reproduce, modify, display, make derivative works or otherwise use any Accepted Exclusive Logo Content for its own business purposes relating to the promotion of the Site and its distribution programs, and expand the market for the sale or licensing of Accepted Exclusive Logo Content (including, without limitation, the use of the Accepted Exclusive Logo Content and the Supplier's registered and unregistered trademarks for marketing, sales and promotional efforts whether on the Site or through third parties). The Supplier agrees that iStockphoto shall have exclusive rights to design marketing literature for the Accepted Exclusive Logo Content, at its own expense, and the Supplier agrees to cooperate in that regard. No compensation shall be due to the Supplier for use of Accepted Exclusive Logo Content for such business purposes.
3. THE SUPPLIER ACKNOWLEDGES THAT ALL RIGHTS, INCLUDING TITLE AND IPR, IN AND TO THE ACCEPTED EXCLUSIVE LOGO CONTENT WILL BE ASSIGNED TO THE END USER PURSUANT TO THE INTELLECTUAL PROPERTY TRANSFER AGREEMENT (LOGO) OR OTHER APPLICABLE AGREEMENT THAT, AS A CONDITION OF THIS AGREEMENT, THE SUPPLIER SHALL ENTER INTO CONTEMPORANEOUSLY HEREWITH. THE SUPPLIER HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS ISTOCKPHOTO TO COMPLETE THE INTELLECTUAL PROPERTY TRANSFER AGREEMENT (LOGO) BY OBTAINING THE SIGNATURE OF THE CLIENT (AS DEFINED IN THE INTELLECTUAL PROPERTY TRANSFER AGREEMENT (LOGO)). FOLLOWING THE COMPLETION OF SUCH INTELLECTUAL PROPERTY TRANSFER AGREEMENT (LOGO), A COPY WILL BE PROVIDED TO THE UNDERSIGNED SUPPLIER FOR ITS INFORMATION ONLY.
4. iStockphoto and its affiliates shall not be a party to the Intellectual Property Transfer Agreement (Logo) and shall have no liability whatsoever in relation to the performance or failure of PERFORMANCE OF the Supplier or End User under the terms of the Intellectual Property Transfer Agreement (Logo). By uploading Exclusive Logo Content to iStockphoto, you agree that you will be bound by the Intellectual Property Transfer Agreement (Logo) in your capacity as the “Supplier” THEREUNDER.
Intellectual Property Matters
1. The Supplier acknowledges that iStockphoto prohibits any Exclusive Logo Content, or any other material, to be uploaded to the Site that infringes on any IPR or any other applicable law or proprietary right of a third party.
2. In addition to the representations and warranties set out elsewhere in this Agreement, including Section 11, by uploading Exclusive Logo Content, except as set out in 4(c) below, you are representing and warranting that:
3. Notwithstanding Section 4(b) hereof, iStockphoto permits the use of fonts and typefaces in the Accepted Exclusive Logo Content for which you do not own the copyright only where you have acquired the necessary rights, in writing, to use such font or typeface as part of the Accepted Exclusive Logo Content. Where you do not own the copyright to the fonts or typeface used in the Accepted Exclusive Logo Content, by uploading the Exclusive Logo Content you are representing and warranting that you are the authorized licensee to the applicable font or typeface and that you have obtained a valid and binding license to use the font and/or typeface from all required parties as part of the Accepted Exclusive Logo Content for all permitted uses under the Logo Purchase Agreement, including but not limited to commercial use.
4. To the extent permitted by applicable law, you waive all moral rights including without limitation your right to integrity of the Accepted Exclusive Logo Content and the right to be associated with the Accepted Exclusive Logo 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, sublicensees, transferees or End Users of the Accepted Exclusive Logo 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 transferees, licensees, sublicensees and endusers to use the Accepted Exclusive Logo Content without being credited as the author; and (ii) grant to iStockphoto, its licensees, sublicensees, transferees and End Users the right to make adaptations of the Accepted Exclusive Logo Content and to exploit the Accepted Exclusive Logo Content as provided in this Agreement.
5. The Supplier agrees that neither iStockphoto nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Exclusive Logo Content or Accepted Exclusive Logo Content, or any error, omission or other matter relating to a model or property release, or any other release or assignment of IPR respecting Accepted Exclusive Logo Content.
Compensation
1. iStockphoto agrees to pay a portion of the fees collected in respect of Accepted Exclusive Logo Content that is purchased by an end-user according to the rate schedule set forth on Appendix "A" to this Agreement (the "Rate Schedule"). The parties acknowledge that 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 Supplier, you may refrain from providing additional Accepted Exclusive Logo Content or, subject to Section 11 hereof, terminate this Agreement in accordance with its terms.
2. In response to a written request, iStockphoto will endeavor to make payment of fees in respect of purchased downloads of Accepted Exclusive Logo Content on a monthly basis on or about the 15th day of the month following the purchase of Accepted Exclusive Logo 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 Supplier will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) where purchases or licenses are by other than the credit system, fees payable to financial institutions for the processing of any credit card, debit card, e-cheque or alternative payment method; (iv) returns and refunds; (v) legal and other reasonable fees incurred in enforcing this Agreement or the agreements contemplated herein; and (vi) any amounts owing by the Supplier to iStockphoto under this Agreement or otherwise.
3. Without limiting the generality of the foregoing, iStockphoto is entitled to set-off against any amount owing to Supplier, 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 Supplier under this Agreement.
4. The parties further agree that iStockphoto shall not be required to pay royalties or fees to the Supplier if iStockphoto is restrained or otherwise prevented from using rights granted under this Agreement relating to Exclusive Logo Content because those rights are found to be an infringement or contravention of the IPR or other property rights of a third party, or if iStockphoto discovers or determines in its reasonable discretion that the Accepted Exclusive Logo Content, or any part thereof, provided by the Supplier appears for sale or license or give-away elsewhere in contravention of this Agreement.
5. In the event iStockphoto facilitates a sale of Accepted Exclusive Logo Content that requires an amendment to the standard Logo Purchase Agreement or Intellectual Property Transfer Agreement (Logo) to facilitate such transaction, iStockphoto shall be entitled to deduct a reasonable administration fee relating to such sale, in addition to its share of the revenue relating to such sale.
Passwords
Managing Exclusive Logo Content
1. iStockphoto has policies and processes which must be adhered to prior to Accepted Exclusive Logo Content being posted on the Site or otherwise being offered for sale, and iStockphoto agrees to give priority to the posting of Accepted Exclusive Logo Content within the general constraints of its business. Notwithstanding that some qualitative standards are required to be met, iStockphoto does not and cannot review all Exclusive Logo Content, including the Descriptive Information, uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such Exclusive Logo Content. Notwithstanding the foregoing, iStockphoto reserves the right to delete, move, refuse to accept or edit any communication or Accepted Exclusive Logo Content that it may determine, in its sole discretion, violates or may violate this Agreement, the IPR or other proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Accepted Exclusive Logo 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 Accepted Exclusive Logo Content, as it may determine in its sole discretion. You acknowledge that any screening of Exclusive Logo Content performed by iStockphoto to determine Accepted Exclusive Logo Content is done as a courtesy only.
2. Notwithstanding the foregoing, iStockphoto cannot take responsibility for the compliance by purchasers of the terms of such agreements. Accordingly, you acknowledge and agree to the possibility of Accepted Exclusive Logo Content being used in a manner that is not contemplated in this Agreement or the Logo Purchase Agreement, and you agree that notwithstanding any rights you may have to pursue the End Users of such Accepted Exclusive Logo Content at law, iStockphoto shall have no liability to you or any person claiming through you for any breach by an End User of the terms of any agreement respecting Accepted Exclusive Logo Content.
Confidential Information
1. The Supplier 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 Exclusive Logo 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 content belonging to others and other intellectual property.
Representations and Warranties
1. The Supplier hereby represents and warrants as follows:
  1. The Supplier has the legal capacity and authority to enter into this Agreement and the Intellectual Property Transfer Agreement (Logo), has the right to grant all of the rights contemplated to be provided under the Agreements, and has not granted any rights or licenses to any Exclusive Logo Content, or any part thereof, or any other intellectual property or technology that would conflict with the Agreements;
  2. no portion of the Exclusive Logo 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 the Agreements, and all Exclusive Logo 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 Exclusive Logo Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Site in any way;
  3. the Exclusive Logo Content will include all necessary Descriptive Information to enable its effective marketing on the Site, which Descriptive 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 Content;
  4. subject to Section 4(d) hereof, the Exclusive Logo Content represents original creations and expressions of subject matter, and no Content or Descriptive Information infringes any IPR, or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party; and
  5. the Exclusive Logo Content is not substantially similar to any other illustrations, fonts or vector.
2. You represent and warrant that you shall not: (i) purchase your own Accepted Exclusive Logo Content from the Site; 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. In addition to any other available remedies, if you breach this paragraph iStockphoto may immediately terminate this Agreement. You further agree to forfeit any royalties earned by you in connection with your misconduct.
Indemnity
1. You agree to indemnify, defend and hold iStockphoto and its affiliates, and their respective directors, officers, employees, shareholders, agents and transferees of Accepted Exclusive Logo Content (collectively, the "iStockphoto Parties") harmless 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 Exclusive Logo Content under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Exclusive Logo Content uploaded under your Member Name; (iii) any breach by you of this Agreement or the Intellectual Property Transfer Agreement (Logo); 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 Exclusive Logo Content used within the scope of this Agreement and the Logo Purchase Agreement infringes any IPR or other intellectual or other property rights of 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 Supplier agrees that iStockphoto shall have the right to determine whether and to what extent to proceed against a licensee or other third party (an "Infringer") for any violation of the Logo Purchase Agreement or alleged infringement of other rights of the Supplier. The Supplier hereby releases iStockphoto from any and all claims the Supplier might have, either directly or indirectly, arising out of or in connection with a determination by iStockphoto to proceed or not to proceed against any Infringer in any instance. iStockphoto hereby agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any such Infringer, to the extent such monies are intended to compensate iStockphoto for lost licensing fees, lost profits, or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis) incurred by or on behalf of iStockphoto in connection with such action, be divided between the Supplier and iStockphoto pursuant to the provisions of the Compensation section above. In the event iStockphoto elects not to proceed against an Infringer, the Supplier shall have the right to proceed against such Infringer for such license violation or infringing action. The Supplier hereby agrees that any monetary recovery it receives as a result of any legal action taken against any such Infringer, to the extent such monies are intended to compensate the Supplier for lost licensing fees, lost profits, or include statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis), be divided between the Supplier and iStockphoto pursuant to the provisions of the Compensation section above.
Term and Termination
1. This Agreement is effective until terminated. At any time following the date that is 6 months from the date that you uploaded the Exclusive Logo Content where such Accepted Exclusive Logo Content has not been purchased by an End User, you may terminate this Agreement by giving written notice specifying the Exclusive Logo Content to which termination applies to iStockphoto using help@istockphoto.com or such other means of written notice acceptable to iStockphoto which enables confirmation of your identity and your intention to terminate. iStockphoto may also terminate this Agreement with respect to Accepted Exclusive Logo Content 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 with respect to all Exclusive Logo Content, as well.
2. Either party may terminate this Agreement upon written notice effective immediately sent to the last address included on the Site, 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; (ii) makes an assignment for the benefit of creditors; (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; (iv) is adjudicated insolvent or bankrupt; or (v) is in breach of this Agreement.
3. In addition, iStockphoto may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of iStockphoto, any material misrepresentation made as to the capacity, identity or ownership of Exclusive Logo Content or the Supplier provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Supplier based on the information provided through the Site as part of the account profile of such Supplier.
Effect of Termination
1. Upon the termination of this Agreement the grant of authority given to iStockphoto shall cease with respect to the Exclusive Logo Content subject to the following conditions: (i) iStockphoto shall remove the applicable Accepted Exclusive Logo Content from the Site within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, iStockphoto shall have the right to continue selling Accepted Exclusive Logo Content until it is removed from the Site and continue negotiating with End Users who have commenced the process to purchase the Accepted Exclusive Logo Content prior to the termination of this Agreement; 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 Supplier at the applicable royalty rate in respect of transfers granted to End Users 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 Supplier 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 End Users by iStockphoto pursuant to this Agreement.
4. In the event Supplier terminates this Agreement and subsequently wishes to re-enter the logo program and provide Exclusive Logo Content, the Supplier may re-apply with respect to the logo program ninety (90) days after the termination date of this Agreement.
5. You agree that you shall not, for a period of ninety (90) days following termination of this Agreement, (a) make the Accepted Exclusive Logo Content, or any part thereof, or any content substantially similar to the Accepted Exclusive Logo Content available for license, sale, lease or other form of transfer; and (b) license, sell, lease or otherwise transfer the Accepted Exclusive Logo Content, or any part thereof, or any content substantially similar to the Accepted Exclusive Logo Content.
6. 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, any executed Logo Purchase Agreement, Intellectual Property Transfer Agreement (Logo) and the provisions of this Agreement relating to: Managing Exclusive Logo 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.
DISCLAIMER OF WARRANTIES
1. THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, IS 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 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 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 CONTENT OR INFORMATION CONTAINED THEREIN.
2. IN NO EVENT SHALL ISTOCKPHOTO OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR TRANSFEREES 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 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 CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY ISTOCKPHOTO FOR THE EXCLUSIVE LOGO CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND ($1,000.00) 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.
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 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, this Agreement or any agreements contemplated hereby.
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, the Logo Purchase Agreement, Intellectual Property Transfer Agreement (Logo) 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 can be amended by the written agreement of the parties or by iStockphoto posting amendments on the Upload portion of the Site. Continued provision of Exclusive Logo 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 Supplier and it will be incorporated by reference into this Agreement.
6. The Supplier shall, upon the reasonable request by iStockphoto, execute and deliver all such further documents and do all such further acts and things as may be reasonably necessary or desirable at any time or times to give effect to the terms and conditions of this Agreement or the Intellectual Property Transfer Agreement (Logo).
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