Membership Contract / Upload Agreement
CAN STOCK PHOTO INC. MEMBERSHIP CONTRACT 1. General Provisions This is a legal agreement ("Contract") between you ("you" or "Member") and Can Stock Photo Inc. ("their" or "Company"). This Contract governs your membership in the Can Stock Photo Inc. community, your special access to the CanStockPhoto.com web site or any related web site (the "Site" or "their"") and your right to upload and download (subject to having the necessary credits) photographs, illustrations, animations, clipart, footage clips, audio clips, fonts, and other material ("Data Files") from the Site. 2. Modification of Contract Company reserves the right to change or modify all or any part of this Contract and any Schedules hereto at any time and shall advise Member of any such modifications in accordance with Section 16e. Member agrees to be bound by such modifications. If such modifications are not acceptable to you, you may terminate this Contract in accordance with Section 8. 3. Use of Content The Site contains information, software, Data Files and other material (collectively the "Content") which is protected by copyright, trademark or other proprietary rights of Company or other third parties (including other members). 4. Use of Data Files You may only download Data Files in accordance with the terms of the End User License Agreement. You may not publish, display, distribute, transmit, transfer, sell, copy, modify, create derivative works from, or exploit any Content, except as expressly permitted in this Contract and the End User License Agreement. Content consisting of downloadable software may not be reverse engineered unless authorized by the owner of the software's patent or copyright. You may post on the Site Data Files that you own, subject to the terms of the Upload Agreement, which is attached hereto as Schedule A and incorporated herein by reference. 5. Restrictions on Posting You shall not post anything on the Site which is: (i) libelous, defamatory, abusive, threatening, pornographic, or obscene; (ii) contains viruses, Trojan horses, worms, malicious script or other contaminating or destructive features; (iii) violates third party rights, including any copyright, trademark, patent, trade secret or right of privacy; or (iv) violates any applicable law. 6. Management of Data Files Company cannot review all Data Files uploaded by Members on the Site and is not responsible for the content of such Data Files. Company reserves the right to delete, move or edit any Data File that it thinks does or may violate this Contract or is otherwise unacceptable. You remain solely responsible for all Data Files uploaded under your member name. Company may, in its discretion, correct errors or omissions in any Data Files. 7. No Representation Company does not represent the reliability of any Data File that you may download and any reliance by you upon such Data File is at your own risk. 8. Term and Termination This Contract shall be effective until terminated in accordance with this Contract. Either party may terminate this Contract by providing the other with written notice of termination, and such termination shall be effective thirty (30) days after receipt of such notice. The termination of this Contract will not affect existing rights or licenses granted by Company or sub-distributors to end users. 9. Indemnification You agree to indemnify, defend and hold Company, any subsidiary and affiliate, and their respective officers, directors, owners, employees, agents, licensors, and successors (collectively, the "Company Parties") harmless from and against any and all claims, demands, damage, liability, losses, costs and expenses (including legal fees) incurred by any Company Partyresulting from: (i) any use or alleged use of the Site under your member name by any person, whether or not authorized by you; (ii) any Data File uploaded under your member name; (iii) any failure of Member to perform any obligation, covenant, or agreement hereunder; (iv) any inaccuracy or breach of your representations or warranties which are contained in this Contract, or (v) any claim by a third party which results in a bona fide settlement, claim, or adjustment which if proved true would constitute a breach of the representations and warranties set forth in this Contract. Company 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 Company's defense of such claim. 10. Cancellation of Service Company reserves the right to restrict, suspend or cancel your Membership at any time for any reason without prior notice or liability. Company may change 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. Cancelled accounts forfeit the rights to any accumulated earnings, credits, or subscriptions. No refunds will be made. 11. Expiry of Download Credits Download credits will expire 365 days after purchase. Company shall not be obligated to grant any refund or reimbursement for removed download credits. 12. Access to Accumulated Account Balance Account balances reaching at least $50.00 USD may be eligible for payment, as provided by Company. Company takes no responsibility for lost earnings as a result of banking fees, administrative fees, lost payments, or currency exchanges. Members are solely responsible for requesting payment, and are solely responsible for entering the correct payment instructions. Company is not obligated to pay accounts which may be closed or cancelled, no matter what the reason. Company reserves the right to withhold payment on any account, pending its own discretion. 13. DISCLAIMER OF WARRANTIES a. THE COMPANY PARTIES, THE PROVIDERS OF DATA FILES, AND THEIR RESPECTIVE AGENTS: i. DO NOT REPRESENT OR WARRANT THAT THE SITE WILL BE ERROR FREE OR THAT THE USE OF IT WILL BE UNINTERRUPTED; ii. MAKE NO WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE DATA FILES. THE SITE AND THE DATA FILES ARE DISTRIBUTED ON AN "AS IS, WHERE IS, AS AVAILABLE" BASIS; iii. MAKE NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE SITE OR ANY CONTENT THEREIN, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT TO THE SITE OR ANY DATA FILES DOWNLOADED THROUGH THE SITE; AND iv. DO NOT REPRESENT OR WARRANT THAT ANY DATA FILES WILL BE AVAILABLE FOR LICENSE, OR THAT THE SITE OR ANY CONTENT THEREIN, INCLUDING DATA FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE, WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND ANY DATA FILES DOWNLOADED BY YOU IS YOURS. 14. LIMITATION OF LIABILITY a. MEMBER AGREES THAT THE COMPANY PARTIES SHALL NOT BE LIABLE (WHETHER IN TORT, NEGLIGENCE, CONTRACT, OR OTHERWISE) FOR ANY DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL; LOST PROFITS, LOSS OF PROSPECTIVE COMPENSATION, GOODWILL OR LOSS THEREOF, ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE DATA FILE OR SITE, OR ARISING UNDER OR OUT OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION THE RELIANCE UPON, THE USE OF, ACCESS TO, OR EXPLOITATION OF ANY PART OF THE SITE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR WHERE SUCH DAMAGES WERE FORESEEABLE. EXCEPT FOR INDEMNIFICATION CLAIMS ARISING UNDER SECTION 9 AND THE OBLIGATION TO PAY ANY AMOUNTS DUE AND OWING, THE SOLE AND TOTAL REMEDY OF EITHER PARTY TO THE OTHER IS LIMITED TO THE TERMINATION OF THIS AGREEMENT. THE MEMBER FURTHER ACKNOWLEDGES THAT HE OR SHE IS LEGALLY RESPONSIBLE FOR ANY CHALLENGES MADE BY A THIRD PERSON REGARDING COPYRIGHT IN THE DATA FILE. b. IF A JURISDICTION DOES NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF ANY PARTICULAR DAMAGES, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. 15. Assignment Company may assign this Contract to a successor party or affiliate, which shall be bound by its terms and to the same extent as the original party. 16. Miscellaneous a. You specifically agree and acknowledge that you have, in addition to the terms of this Contract, reviewed the terms of the End User License Agreement, the Upload Agreement and any other contracts which may be incorporated by reference herein or posted on the Site. You further acknowledge that you agree to be bound by the terms of such agreements. b. This Contract will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. This Contract will be governed under the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein. Each of the parties hereto does expressly submit to the jurisdiction of the Courts in the Province of Nova Scotia. c. If any provision of this Contract is held invalid, the remainder shall continue in full force and effect. d. The headings of this Contract and of individual paragraphs are for ease of reference only and shall not be taken into account for the purpose of its construction or interpretation. e. All notices to Company under this Contract will be deemed given when delivered personally, sent by commercial overnight courier with proof of delivery, or sent by U.S. certified mail with return receipt requested, and shall be directed to the Legal Department. All notices to Member under this Contract will be deemed effective when delivered by mail or email delivered to the address or email address provided in Member's account, when posted on the log-in page of Member's account, or when posted on the Site. Member agrees to keep all contact information, including mailing address and email address, current in Member's account. All notices shall be written in the English language. f. This Contract shall be binding upon and inure to the benefit of Company and Member and their respective legal representatives, successors and permitted assigns. g. No provision of this Contract may be waived on behalf of either party other than in writing under the authority or written delegated authority of either party and in no case shall such waiver be valid on a continuing basis. h. Neither party shall be considered an agent or legal representative of the other party for any purpose, and both parties acknowledge that they have no authority whatsoever to bind the other party, except in execution of the rights granted in this Contract. No acts or assistance given by either party shall be construed to alter this relationship. Revision date: November 10, 2008 SCHEDULE A: Upload Agreement This Upload Agreement pertains to any Member that uploads Data Files to the Site ("Supplier"). By uploading Data Files the Supplier understands that he or she agrees to be bound by the following terms. 1. Copyright a. Company prohibits the upload to the Site of any Data File or any other material that infringes on any patent, trademark, copyright, trade secret, right of privacy, or any other applicable law or proprietary right. b. By uploading his or her Data File, the Supplier warrants that he or she owns all proprietary rights, including copyright, in and to the Data File. To the extent that the Data File contains images of recognizable people or persons, the Supplier also represents and warrants that he or she has obtained a complete and accurate model release in substantially the same form as attached hereto as Schedule B. To the extent that the Data File contains images of identifiable property or property for which it is necessary for the owner to permit the uses allowed under the End User License Agreement, the Supplier also represents and warrants that he or she has obtained a complete and accurate property release in substantially the same form as attached hereto as Schedule C. Supplier is responsible for keeping all original releases and maintaining accurate release records, and shall submit such releases to Company upon request. c. Supplier acknowledges that the intention of the End User License Agreement is that users are to comply with its terms and conditions; however, Company is not responsible for ensuring the compliance of the End User License Agreement by any user. d. Supplier further acknowledges that Company is not responsible for nor has any obligation to pursue legal action against any infringing or alleged infringing party of any of Supplier's rights regarding the Data Files. Please visit http://www.copyright.gov for information regarding U.S. registration of your Data Files. 2. License a. The Supplier hereby grants Company a worldwide, non-exclusive license to post the Data File on the Site, and further grants Company the right to grant sub-licenses, advertise, market, and distribute such Data Files in accordance with the terms of the End User License Agreement, a copy of which the Supplier acknowledges having reviewed and agreed to. The Supplier acknowledges that the End User License Agreement may be updated or modified by Company from time to time. The non-exclusive rights granted by Supplier include, but are not limited to, the right to reproduce, publish, transmit, broadcast, display, exhibit, adapt, crop, recast or enhance, and modify any Data File, alone or in combination with any other material, in any media or embodiment, now known or later developed, for any purpose. Company is specifically authorized to employ the services of sub-distributors throughout the world in its licensing and marketing efforts. b. Company may use or grant the use of Supplier's name, image, likeness, and Data Files in promotional materials, including but not limited to print, digital, online materials, and products. c. Company shall determine, in its sole discretion, the terms and conditions of the licensing, marketing, and distribution of the Data Files, including, but not limited to, advertising, promotion, marketing expenditures, packaging, distribution channels, and the pricing of the Data Files. d. It is agreed that all rights, including title and copyright, in and to the uploaded Data Files is retained by the Supplier, and that no title or copyright transfers or is granted to Company or any third party. The Supplier acknowledges that no monetary or financial compensation is owed or required to be paid to the Supplier by the Company Parties for the rights granted herein by the Supplier. Notwithstanding the foregoing, Company currently acknowledges that its policy is to provide certain payments to the Supplier whenever a Data File uploaded by the Supplier is downloaded, and the parties agree that Company may amend such policy as reasonable business objectives may from time to time require. 3. Removal of Data Files Within thirty (30) business days after receiving written notice from Supplier to remove any Data Files, Company shall use reasonable efforts to remove such Data Files from the Site, and shall use reasonable efforts to cause such Data Files to be removed from the web sites of any sub-distributors. Any withdrawal or removal of Data Files will not affect existing rights or licenses granted by Company or sub-distributors to end users. 4. Warranties a. The Supplier warrants that he or she is at least 18 (eighteen) years of age and has the right to grant the license contained in this Contract to Company and its members, and has obtained all rights to source materials which comprise the Data Files and has obtained all necessary permissions, consents, and releases (including, without limitation, property, material, and/or model releases) from all persons and entities in connection with the Data Files and that are necessary to permit Company to market and distribute the Data Files under this Contract. b. The Supplier further warrants that the copyright, title, caption, description, keyword, release, and all other information provided by Supplier to Company is complete and accurate, and that the Data Files do not infringe upon or misappropriate on any copyright, trademark, property rights, personal rights, common law rights, rights of privacy or publicity or other rights of any third party; shall not defame or violate the rights of any third party; and are not libelous, obscene, pornographic, offensive, or otherwise unlawful. SCHEDULE B MODEL RELEASE BETWEEN: _______________________________(hereinafter called 'the Photographer') AND: ________________________________(hereinafter called 'the Model') CONSIDERATION In consideration of something of sufficient value to the circumstances, e.g. money, prints etc., the receipt and sufficiency whereof is hereby acknowledged by the Model, both parties hereto agree as follows: 1. DESCRIPTION OF PHOTOGRAPHS This Agreement applies to any and all photographs, footage, and recording of the Model and the Model's property made by the Photographer, or in which the Model and the Model's property have been included with others, intact or in part, modified, altered, or otherwise changed, on the session dates covered by this agreement (noted below) and to all reproductions of such content (herein collectively called 'the Content'). 2. USE OF THE CONTENT The Model hereby grants to the Photographer and the Photographer's agents and authorized representatives, licensees and sublicensees, successors and heirs, and assigns the perpetual and worldwide right to copy, copyright, reproduce, publish, license, sublicense, display, use, adapt, crop, modify, and recast the Content for any purpose whatsoever including without limitation: sale, reproduction in all media, publication, display, broadcast and exhibition for promotion, advertising, trade, art or illustration, alone or in combination with any other material. The Model agrees the Content may be used without further compensation or accounting for an unlimited time and that this Agreement is irrevocable. 3. OWNERSHIP AND RIGHTS IN THE CONTENT The Model agrees that the Content, the copyright in the Content and all other rights in the Content or copies or reproductions thereof are the sole property of the Photographer and that the Photographer may protect the copyright or dispose of or authorize the use of any or all such rights in any manner whatsoever. Model hereby waives the right to inspect or approve the Content or the final product, and copy or material used in connection with the Photograph or the final product, and any use of the Photograph of the final product. 4. RELEASE OF PHOTOGRAPHER FROM LIABILITY The Model will make no claim for any reason to the Photographer, and the Model releases the Photographer and all other persons entitled under this Agreement to use the Content from all liability for libel, invasion of privacy, claims, demands, and all causes of action whatsoever in relation to the Content, their making and use, the Model or the Model's property, including without limitation any liability for alteration of the Content, whether intentional or otherwise, that may occur during the making or subsequent use of the Content. The Model further agrees to defend, indemnify, and hold harmless the Photographer from any claims, actions and demands resulting from or arising out of my authority to grant the rights under this release. The Model acknowledges and agrees that this release is binding upon the Model's assigns and heirs. The Model acknowledges reading the entire Agreement prior to signing and the Model is familiar with the contents. IN WITNESS WHEREOF, the Photographer and the Model or the Model's parent or guardian have executed this Agreement, as dated below: MODEL INFORMATION Name (Print): ________________________________________________________________________ Address: _______________________________________________________________________________ City: ________________________________ State/Province: _________________________ Zip/Postal Code: _________________________ Country: _________________________________ Phone: _________________________________ Email: _________________________________ Date of Birth: __________________________ Signature (if over 18): _______________________ Date: __________________________________ PARENT/GUARDIAN INFORMATION * Name (Print): ________________________________________________________________________ Address: _______________________________________________________________________________ City: ________________________________ State/Province: _________________________ Zip/Postal Code: _________________________ Country: _________________________________ Phone: _________________________________ Email: _________________________________ Relationship to Model: ___________________ Signature: ________________________________ Date: __________________________________ * A parent, guardian, or legal representative must complete this section if the model is a minor. WITNESS INFORMATION ** Name (Print): _____________________________ Signature: ________________________________ Date: ____________________________________ ** Witness must be over 18 years of age and of legal capacity; you may not be your own witness. PHOTOGRAPHER INFORMATION Name (Print): _____________________________ Signature: ________________________________ Date: ____________________________________ Session Dates: __________________________________________________________________________ Description of shoot: _____________________________________________________________________ SCHEDULE C PROPERTY RELEASE CONSIDERATION For valuable consideration, receipt of which I acknowledge, I hereby grant to the undersigned Photographer my permission and the unrestricted and irrevocable right to enter onto the property listed below ("Property") and to photograph, film, and/or record the Property. 1. GRANT OF RIGHTS I hereby grant to the undersigned Photographer and to the Photographer's assigns, agents and representatives, successors and heirs, and licensees and sublicensees ("Photographer"), the irrevocable, perpetual, and worldwide right to copy, copyright, reproduce, publish, license, sublicense, display, use, adapt, crop, modify, and recast images or footage of the Property or images or footage in which the Property may be included with others, intact or in part, modified, altered, or otherwise changed ("Content"), alone or in combination with any other material, in any media or form of distribution, now known or later developed, for any purpose. 2. OWNERSHIP AND RIGHTS IN THE CONTENT I hereby waive the right to inspect or approve the Content or the final product, any copy or material used in connection with the Content or the final product, and any use of the Content or the final product. I acknowledge and agree that the Content, the copyright in the Content, and all other rights in the Content or copies or reproductions thereof are the sole property of the Photographer and that the Photographer may protect the copyright or dispose of or authorize the use of any or all such rights in any manner whatsoever. I further agree that I have no rights to the Content, nor do I have rights to any additional consideration or accounting. 3. RELEASE OF PHOTOGRAPHER FROM LIABILITY I represent and warrant that I am the legal owner of the Property or that I have the full legal right and authority to grant the rights under this release. I acknowledge and agree that this release is binding upon my assigns and heirs. I will make no claim for any reason to the Photographer, and I agree to release and discharge Photographer and all other persons entitled under this Agreement to use the Content from all liability for libel, invasion of privacy, and all causes of action whatsoever in relation to the Content, its making and use, the Property, including without limitation any liability for alteration of the Content, whether intentional or otherwise, that may occur during the making or subsequent use of the Content. I further agree to defend, indemnify, and hold harmless Photographer from any claims, actions, and demands resulting from or arising out of my ownership of the Property or my authority to grant the rights under this release. I acknowledge reading the entire Agreement prior to signing and I am familiar with the contents. By signing below, I hereby affirm that I am over the age of eighteen years and that I have read and understand the terms of this release. PROPERTY OWNER / LEGAL REPRESENTATIVE INFORMATION Name (Print): ________________________________________________________________________ Address: _______________________________________________________________________________ City: ________________________________ State/Province: _________________________ Zip/Postal Code: _________________________ Country: _________________________________ Phone: _________________________________ Email: _________________________________ Signature: ________________________________ Date: __________________________________ PROPERTY INFORMATION: Property Name: ________________________________________________________________________ Property Address: _______________________________________________________________________ City: ________________________________ State/Province: _________________________ Zip/Postal Code: _________________________ Country: _________________________________ WITNESS INFORMATION * Name (Print): _____________________________ Signature: ________________________________ Date: ____________________________________ * Witness must be over the age of 18 and of legal capacity. PHOTOGRAPHER INFORMATION Name (Print): _____________________________ Signature: ________________________________ Date: ____________________________________ Session Dates: __________________________________________________________________________ Description of shoot: _____________________________________________________________________

End User License Agreement - Standard and Enhanced
CAN STOCK PHOTO INC. END USER LICENSE AGREEMENT This is a legal agreement ("Agreement") between Licensee (as defined below) and Can Stock Photo Inc. ("Licensor"). By accessing or using the Content (as defined below), Licensee agrees to be bound by the terms and conditions of this Agreement. Section 1: Definitions "Content" means any Licensor single image, photograph, illustration, animation, clipart, footage clip, audio clip, font, or any other audio or visual content, whether obtained via download from Licensor's website or any Authorized Distributor's (as defined below) website, or delivered via any storage media, and shall include all metadata including keywords, descriptions, and captions associated therewith. The "Designated Individual" means the one person to which use of the Content is assigned, whether as an individual operating under this Agreement on their own behalf or on behalf of their employer or client; and, in the case of a subscription, the one person to which use of the subscription is assigned, whether as an individual operating under this Agreement on their own behalf or on behalf of their employer or client. If Licensee is not an individual, all access and use of the Content by the Designated Individual shall be deemed an access and use by the Licensee. "Licensee" means: (i) you, if you are an individual entering into this Agreement on your own behalf, (ii) your employer, if you are entering into this Agreement on behalf of your employer, or (iii) your client, if you are an agent entering into this Agreement on behalf of your client. If you are acting on behalf of your employer or client, you: (i) represent and warrant that you have the full legal right and authority to enter into this Agreement and bind such employer or client, (ii) will use the Content only for the interest of such employer or client, and (iii) agree to be bound by the terms and conditions of this Agreement. "Authorized Distributor" means any company that Licensor has authorized to distribute Licensor's Content. "Enhanced License" means the agreement offered by Licensor in which one or more of the restrictions of this Agreement have been modified for Licensee's proposed use of the Content. Section 2: Grant of Rights Subject to Licensee's payment of the license fee for the Content and Licensee's compliance with the terms of this Agreement, Licensor grants Licensee a non-transferable, non-exclusive, non-sublicensable right to use and reproduce the Content, only for the Permitted Uses ("Permitted Uses") described below. In the case of a subscription, this right is granted for the term of Licensee's subscription (the "Term"). No ownership or copyright in any Content shall transfer to Licensee by the grant of the license contained in this Agreement. All rights not specifically granted by this Agreement are retained by Licensor and the copyright holder. Section 3: Number of Users This is a single-user license to be used only by the Designated Individual; however, the Designated Individual may transfer files that contain the Content, provided the transfer does not allow others to extract or access the Content as a stand-alone file. The Designated Individual may only use the Content on one (1) computer at any given time. Before accessing the Content in more than one (1) location or permitting additional access to another individual, Licensee must contact Licensor to upgrade its license. In the case of a subscription, the Designated Individual may only use the subscription on one (1) computer at any given time, and may not share personal login information with any other individual. Before accessing the subscription in more than one (1) location or permitting additional access to another individual, Licensee must contact Licensor to upgrade its license. Licensor reserves the right to monitor Licensee's account and implement any measure to prevent Licensee from sharing personal login information. Section 4: Permitted Uses Licensee may, subject to the Restrictions on Use listed below, use, alter, crop, modify, or adapt the Content only in connection with the following permitted uses. Any use of the Content that is not a Permitted Use shall constitute copyright infringement, entitling Licensor to exercise all rights and remedies available to it under copyright laws around the world. Licensee shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. 1. Print media (provided that such use is not intended to allow the re-distribution or re-use of the Content), including advertising and promotional materials, editorial publications, books, magazines, newspapers, and newsletters, provided the aggregate reproduction of any Content is five hundred thousand (500,000) or less; 2. Ebooks, including multi-seat license electronic books, provided the aggregate reproduction of any Content is five hundred thousand (500,000) or less; 3. Multimedia presentations, including film and video presentations, and broadcast and theatrical exhibitions; 4. Internet, intranet, online or web-based media, provided the resolution of the Content does not exceed 72dpi or 800x600 pixels; 5. Reproductions for personal use, provided they are not for resale, license, or other distribution; 6. Documents in connection with Licensee's business, such as business cards, letterhead, brochures, catalogs, advertising or promotional posters, displays for use in conventions and trade shows, provided the Content is not incorporated into or functions as a logo, trademark, or service mark and provided the aggregate reproduction of any Content is five hundred thousand (500,000) or less; 7. Derivative works incorporating the Content, provided Licensee acknowledges that the right to produce derivative works incorporating the Content in no way grants to Licensee or any other party any right to the intellectual property or other rights to the Content, and provided Licensee does not use the Content in any electronic template or application, including those that are internet-based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to: website designs, presentation templates, electronic greeting cards, or any other electronic or printed matter without obtaining a license for such purpose; and 8. Additional uses approved in writing by Licensor. Section 5: Restrictions on Use Licensee may not use or permit the use of the Content beyond the terms of this Agreement without first obtaining an additional license. Licensee may not: 1. Sublicense, sell, distribute, assign, convey, or transfer the Content, this Agreement, or any of its rights under this Agreement; 2. Sell, license, or distribute its final product in such a way that allows others to extract or access the Content as a stand-alone file; 3. Use or display the Content in any item intended for resale, license, or other distribution or for use in "print on demand" products, including but not limited to t-shirts, postcards, posters, mugs, artwork, etc.; 4. Incorporate the Content into a logo, trademark, or service mark; 5. Distribute, post, or upload the Content online or on a server in a downloadable format or enable it to be distributed via mobile telephone devices; 6. Use the Content in any electronic template or application, including those that are internet-based, where the purpose is to create multiple impressions of an electronic or printed product, including but not limited to: website designs, presentation templates, electronic greeting cards, or any other electronic or printed matter; 7. Use any Content in any way that is in Licensor's reasonable opinion pornographic, defamatory, obscene, offensive, libelous, or in any way illegal, whether directly or in context or juxtaposition with specific subject matter and/or other materials; 8. Use any Content in any way that infringes on any copyright, trade name, trademark, service mark, or intellectual property; 9. Use Content that depicts a person as part of any use involving sensitive subjects, including, without limitation, topics that may depict the subject matter of the Content in a negative or unfavorable light, that subject persons to ridicule, that imply illegal activities, and topics regarding all sexual issues, feminine hygiene, incontinence, impotence, sexually transmitted diseases, teen pregnancy, abortion and adoption, welfare or economic aid, dating agencies, substance abuse, physical or mental abuse, alcohol, drugs, tobacco, homosexual or alternative lifestyles, political or religious affiliation, medical conditions or procedures, other health and mental health issues, or the disparagement of a person or product; 10. Use Content featuring a model in a manner that would lead a reasonable person to believe that the model personally uses or endorses a product or service, without accompanying such use with a written statement that indicates that the person is a model and the Content is being used for illustrative purposes only; 11. Reproduce the Content or any part of the Content, on its own or otherwise, more than five hundred thousand (500,000) times without first obtaining an Enhanced License; 12. Use any Content to promote a business that sells or licenses photographic products, or otherwise competes with Licensor in any manner; 13. Download, stockpile, or otherwise store Content not used within the Term; 14. Remove any copyright, trademark, identification number, or other proprietary right from the Content; 15. Use an automated program to download images; and 16. Ship, transfer, or export any Content into any country where such Content is prohibited, or use any Content in any manner prohibited by any export laws, restrictions, or regulations. Section 6: Credit If any Content is used in an editorial manner, the credit line, "(c) Can Stock Photo Inc. / [Photographer's name]", must appear adjacent to the Content or as otherwise indicated by Licensor. Content used for advertising purposes does not require credit, although it is appreciated. Section 7: Subscription Downloads In the case of a subscription, the number of downloads available to Licensee during the Term is determined by the terms of Licensee's subscription. As it relates to this Agreement, the definition of a day is the twenty-four (24) hour period which begins at 12:00 AM Central Standard Time and ends at 11:59 PM Central Standard Time, and the definition of a month is thirty (30) consecutive days. All Content downloaded during the Term must be used within the Term. If the Content was first used in a product or service during the Term, Licensee may continue to use the Content as it was incorporated into the same product or service, in accordance with the terms of this Agreement. Section 8: Releases and Captions Licensor grants no rights and makes no warranties with regard to the use of names, people, trademarks, trade dress, logo types, registered, unregistered, or copyrighted designs or works of art or architecture or other forms of intellectual property depicted in any Content, and Licensee must satisfy itself that all the necessary rights, consents, or permissions regarding any of the above, as may be required for reproduction, have been obtained. Licensee acknowledges that some jurisdictions provide legal protection against a person's image, likeness, or property being used for commercial purposes without their consent. Licensor does not warrant the legality of the Content, the accuracy of caption and keyword information, nor the legality or accuracy of any release information affiliated with the Content. Section 9: Termination and Revocation This Agreement is effective until terminated. Licensee can terminate this Agreement by destroying the Content, any related derivative works, and any copies of it or accompanying materials, and ceasing to use the Content and any derivative works related thereto. Licensor reserves the right to automatically terminate this Agreement and revoke the license contained in this Agreement without notice and without refund if Licensee fails to comply with any provision of this Agreement. Upon termination, Licensee must immediately stop using the Content, delete the Content and all copies from all computer systems and storage, and destroy all other copies. Licensor reserves the right to discontinue Licensee's use of any Content for any reason and may elect to replace such Content with alternate Content, and this Agreement shall automatically apply to such alternate Content. Upon notice to discontinue the use of any Content, Licensee agrees not to use the Content in the future and shall where possible ensure that its clients and customers do likewise. Section 10: Electronic Storage For all Content that Licensee takes delivery of in electronic form, Licensee must retain Licensor's name and the image number or other identification number associated with the Content as may be included as part of the electronic file. Licensee will take all reasonable measures to safeguard against unauthorized third-party access to the Content. Licensee may make one (1) high-resolution backup copy of the Content for internal back-up purposes. Transfers of files that contain the Content are permitted to third parties integral to the creation of the final product, provided such third parties agree to abide by the terms of this Agreement, and provided such parties understand they have no further rights to use the Content. Upon the expiration or earlier termination of this Agreement, Licensee shall promptly delete the Content from its computer systems and storage. Section 11: Refund Policy All refunds are subject to the approval of Licensor. Licensee may be eligible for a refund, at Licensor's reasonable discretion, for any of the reasons listed below. If a refund is approved, Licensor shall refund Licensee's payment as a credit on Licensee's account or to the credit card used to pay the license fee, at Licensor's discretion. - Failed download: If, for technical reasons, Licensee is unable to successfully download the Content. Please contact Support to try and resolve the issue prior to requesting a refund. - Duplicate download: When the identical Content is downloaded by mistake more than one time. Section 12: Warranty and Disclaimers Licensee represents and warrants that it has the full legal right and authority to enter into this Agreement and that it will not use the Content in any way that it not permitted by this Agreement. Licensee and the Designated Individual will be jointly and severally liable for any failure of Licensee or the Designated Individual to abide by any term or condition of this Agreement. THE CONTENT IS PROVIDED "AS IS" AND LICENSOR MAKES NO REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE CONTENT OR ITS DELIVERY SYSTEMS, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS OR THAT ITS USE OR THE USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK REGARDING THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH THE LICENSEE. IN NO EVENT SHALL LICENSOR OR ANY OF ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, AND SUCCESSORS BE LIABLE TO LICENSEE OR ANY OTHER PERSON OR ENTITY FOR ANY GENERAL, PUNITIVE, SPECIAL, EXEMPLARY, DIRECT, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES; LOST PROFITS OR LOSS OF PROSPECTIVE COMPENSATION, GOODWILL OR LOSS THEREOF; OR ANY OTHER DAMAGES, COSTS OR LOSSES ARISING OUT OF LICENSEE'S USE OF THE CONTENT, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS, OR LOSSES. LICENSOR'S ENTIRE LIABILITY AND LICENSEE'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIMS ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH LICENSEE'S USE OF OR INABILITY TO USE THE CONTENT, OR OUT OF LICENSEE'S ACTIONS IN DOWNLOADING THE CONTENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL, TO THE EXTENT PERMITTED BY LAW, BE LIMITED TO THE REPLACEMENT OF THE CONTENT. ALL CLAIMS MUST BE BROUGHT WITHIN TWELVE (12) MONTHS OF THE DATE THAT LICENSEE DISCOVERED THE CLAIM, OR SHALL BE WAIVED. THE REPRESENTATIONS AND WARRANTIES MADE BY LICENSOR IN THIS AGREEMENT APPLY ONLY TO THE CONTENT AS DELIVERED BY LICENSOR AND WILL BE INVALID IF THE CONTENT IS USED BY LICENSEE IN ANY MANNER NOT SPECIFICALLY AUTHORIZED IN THIS AGREEMENT OR IF LICENSEE IS OTHERWISE IN BREACH OF THIS AGREEMENT. Section 13: Indemnity Licensee agrees to defend, indemnify, and hold Licensor and its parent, subsidiaries, affiliates, and image providers and their respective officers, directors, and employees harmless from all claims, damages, liabilities, cost, and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of (i) Licensee's failure to abide by any restriction regarding the use of Content; (ii) claims by third parties relating to Licensee's use of any Content outside the scope of this Agreement; or (iii) any other breach by Licensee of this Agreement. Section 14: Miscellaneous Jurisdiction and Attorneys' Fees. This Agreement will be governed and construed in all respects by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without reference to its laws relating to conflicts of law. Any dispute, controversy, or claim between the parties arising out of or related to this Agreement shall be settled before the courts in Halifax, Nova Scotia, which shall be the only proper venue for any dispute, controversy, or claim arising hereunder, and each party hereby consents to the exclusive jurisdiction to such court to hear all disputes, controversies, and claims, and consent to service of process by registered mail or overnight courier with proof of delivery. To the extent that it would otherwise apply, the United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. If Licensor is obligated to go to court to enforce any of its rights, Licensee agrees to reimburse Licensor for its legal fees and disbursements if Licensor is successful. The parties agree that this Agreement has been and shall be written in the English language. Assignment. Licensor may assign or transfer this Agreement. Licensee may not assign or transfer to anyone else the rights granted to Licensee in this Agreement without the prior written consent of Licensor. Severability. If one or more of the provisions contained in the Agreement is found to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not be affected. Such provisions shall be reformed only to the extent to make it enforceable. Waiver. No action of Licensor, other than express written waiver, may be construed as a waiver of any provision of this Agreement. A delay on the part of Licensor in the exercise of its rights or remedies will not operate as a waiver of such rights or remedies. A waiver of a right or remedy on any one occasion will not be construed as a bar to or waiver of those rights or remedies on any other occasion, and it will not be construed as a waiver of any other right or provision. Taxes. Licensee shall be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of Licensee's use of the Content or as a result of the license granted to Licensee. Entire Agreement. This Agreement contains all the terms of the agreement between Licensor and Licensee concerning the use of the Content and no term or conditions may be added or deleted unless made in writing and signed by Licensor. Licensor shall have the right to modify the terms of this Agreement at any time, and such modifications will be deemed effective when posted on Licensor's website. Licensee agrees to be bound by such modifications; however, if such modifications are not acceptable to Licensee, Licensee may terminate this Agreement in accordance with Section 9. In the event of any inconsistency between the terms contained herein and the terms contained on any purchase order or other writing sent by Licensee, the terms of this Agreement shall govern. Section 15: Addendum - Enhanced License Provisions In addition to the terms and conditions contained in this Agreement, the following terms shall apply if Licensee purchases the applicable Enhanced License: 1. Reproduction / Unlimited Print Run Notwithstanding the restrictions contained in Sections 4 (1), (2), and (6), and Section 5 (11) limiting Licensee to 500,000 reproductions, Licensee shall, with respect to the Content, be entitled to an unlimited number of reproductions. The Agreement shall be deemed amended accordingly and all other terms and conditions of the Agreement remain in full force and effect, including all Restrictions on Use. 2. Physical and Electronic Items for Resale Notwithstanding the restriction contained in Section 5 (3) prohibiting the use or display of the Content in any item intended for resale, license, or other distribution, and the restriction contained in Section 5 (6) prohibiting the use of the Content in any electronic template or application, Licensee shall, with respect to the Content, be entitled to: (i) produce physical items for resale, including t-shirts, postcards, greeting cards, calendars, mugs, and mouse pads, provided the aggregate quantity is ten thousand (10,000) or less ("Physical Items for Resale"), and (ii) produce electronic items for resale, including electronic templates or applications, provided these products are not intended to allow the re-distribution or re-use of the Content ("Electronic Items for Resale"). Collectively, Physical Items for Resale and Electronic Items for Resale shall be referred to as "Items for Resale". In addition to the indemnification clause set forth in Section 13, Licensee further agrees to defend, indemnify, and hold Licensor and its parent, subsidiaries, affiliates, and image providers and their respective officers, directors, and employees harmless from all claims, damages, liabilities, cost, and expenses (including reasonable attorneys' fees and costs), arising out of or in connection with the Items for Resale. The right to produce Items for Resale in no way grants to Licensee or any other party, including any recipient of the Items for Resale, any right to the intellectual property or other rights to the Content. Any production of Items for Resale in excess of the allowed run size is prohibited and requires an additional license for the Content. The Agreement shall be deemed amended accordingly and all other terms and conditions of the Agreement remain in full force and effect, including all Restrictions on Use. Revision date: November 10, 2008