LOGO PURCHASE AGREEMENT

1. Background of Agreement

(a) This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By selecting the correct box at the end of this Agreement and typing “I Agree” or otherwise signifying your acceptance (herein referred to as “Accept”), you indicate that you have read and understood the entire Agreement and accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are Accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not Accept the Agreement and do not download the Logo Content (defined below).

(b) In this Agreement: (i) “you” or the “Client” means you or, if you are Accepting on behalf of your employer or member account entity, then “you” or the "Client" means that employer or entity and affiliates; (ii) “iStockphoto” or “we” means iStockphoto LP, operator of the Site; (iii) “Logo Content” means any 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 generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material; (iv) “Supplier” shall mean any member of iStockphoto that has uploaded Logo Content to the Site; “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, plant breeders rights, rights of privacy and rights of publicity whether or not such rights are registered or able to be registered; and (v) “Intellectual Property Transfer Agreement (Logo)” means iStockphoto’s form of Intellectual Property transfer agreement, as such agreement may be amended from time to time.

2. Standard License Terms

As a condition of this Agreement, you shall enter contemporaneously herewith into the Intellectual Property Transfer Agreement (Logo), in relation to the assignment of the Supplier’s rights and title, including IPR, in the Logo Content to you. 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 the Supplier or you under the terms of the Intellectual Property Transfer Agreement (Logo).

3. Name Change

(a) This Agreement is set up as a user-determined document where, in addition to the standard logo purchase agreement (the “Standard Agreement”), you may choose, where available, to contract for a logo name change (the “Name Change”). At the end of this Agreement you may have the opportunity to select a “Name Change”. The Name Change option allows you to direct iStockphoto to modify a name included in the Logo Content.

(b) If you select the Name Change, you shall provide iStockphoto with a name that is not infringing, defamatory or libelous in nature and that shall not exceed that number of characters as provided for on the Site adjacent to the Logo Content (the “Client Name”). iStockphoto shall, within 2 business days (in the City of Calgary, Alberta), modify the Logo Content to remove the business name in the Logo Content and replace it with the Client Name. The completed Name Change shall not be subject to your approval.

(c) To the extent that the Client Name includes characters that are not supported by the font or typeface that has been used in the Logo Content, iStockphoto, in its sole discretion, may substitute the font or typeface.

(d) iStockphoto may, in its sole discretion, decline the Client Name for any reason, in which case, iStockphoto will refund the amount paid by you for the Name Change. Such refund shall be your sole remedy against iStockphoto in respect of the Name Change or a declined Client Name.

(e) In addition to Section 4(b), iStockphoto makes no REPESENTATION, WARRANTY OR CONDITION OF ANY KIND IN RESPECT OF THE NAME CHANGE, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE NAME CHANGE IS NOT SUBJECT TO THE APPROVAL OF THE CLIENT. ISTOCKPHOTO DOES NOT REPRESENT OR WARRANT THAT THE NAME CHANGE OR THE CLIENT NAME DOES NOT INFRINGE A THIRD PARTY’S IPR, WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE NAME CHANGE IS WITH YOU. SHOULD THE NAME CHANGE PROVE DEFECTIVE OR DOES NOT MEET YOUR APPROVAL, YOU (AND NOT ISTOCKPHOTO) ASSUME THE ENTIRE RISK AND COST OF ALL CORRECTIONS.

4. iStockphoto Representations and Warranties

(a) iStockphoto grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Logo Content. While we have made reasonable efforts to correctly categorize and keyword the Logo Content, iStockphoto does not warrant the accuracy of such information.

(b) THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND IN RESPECT OF THE LOGO CONTENT, 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 CONTENT DOES NOT INFRINGE A THIRD PARTY’S IPR, WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT ISTOCKPHOTO) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE) ISTOCKPHOTO MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.

(c) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

5. iStockphoto Indemnification and Limitation of Liability

(a) iStockphoto’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Logo Content, or out of your actions in downloading the Logo Content, shall be as follows:

1. You may, upon request to iStockphoto, be permitted to download the Logo Content again, at a location iStockphoto will provide for you; and
2. If you continue to be unable to download the Logo Content, iStockphoto will refund the fee actually paid by you for such Logo Content, provided iStockphoto determines in its sole and absolute discretion that you have been unable to download such Logo Content successfully.

(b) IN NO EVENT SHALL ISTOCKPHOTO OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE 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 OR THE INTELLECTUAL PROPERTY TRANSFER AGREEMENT (LOGOS), INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE 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.

(c) IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF ISTOCKPHOTO UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO ISTOCKPHOTO UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.

(d) 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.

5. Your Indemnification

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Intellectual Property Transfer Agreement (Logo), Membership Agreement and Terms of Use 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.

6. General Provisions

(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Intellectual Property Transfer Agreement (Logo), Membership Agreement and Terms of Use 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.

(b) 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.

(c) This Agreement is personal to you 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.

(d) 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.

(e) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the sale to you, or of your use of the Logo Content, pursuant to this Agreement.

(f) 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). 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. 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 the Logo Content was downloaded, or such other address as you may advise us in writing to use, from time to time.

(g) 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 finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Calgary, Alberta, and shall be conducted in the English language.

(h) The Client 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).

(i) 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.

7. Contact

If you have concerns relating to this Agreement, please contact iStockphoto at help@istockphoto.com at (403) 265-3062.

8. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF ISTOCKPHOTO AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. 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 AGREEMENT.