Membership Agreement
CAN STOCK PHOTO INC. MEMBERSHIP CONTRACT General Provisions 1. This Contract governs your membership in the Can Stock Photo Inc. community, your special access to the CanStockPhoto.com web site (the "Site", "their", and "Can Stock Photo") and your right to upload and download (subject to having the necessary credits) photographs, illustrations, and other Material ("Data Files") from the Site. Modification of Contract 2. Can Stock Photo reserves the right to change or modify all or any part of this Contract at any time, effective immediately upon posting on the Site. Your continued use of your membership confirms your acceptance of the terms and conditions in this Contract, including any changes or modifications made by Can Stock Photo. If at any time the terms and conditions of this Contract are no longer acceptable to you, you must immediately cease use of the membership and the Site. Use of Content 3. The Site contains information, software, Data Files and other material (collectively the "Content") which is protected by copyright, trademark or other proprietary rights of Can Stock Photo or other third parties (including other members). Use of Data Files (Images) 4. You may only download Data Files in accordance with the terms of the Royalty Free License Contract. 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 Content License Contract. 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 any Data Files on the Site that you own, subject to the terms of the Upload Contract. Restrictions on Posting 5. 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. Management of Data Files 6. Can Stock Photo cannot review all Data Files uploaded by Members on the Site and is not responsible for the content of such Data Files. Can Stock Photo 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. Can Stock Photo may, in its discretion, correct errors or omissions in any Data Files. No Representation 7. Can Stock Photo 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. Indemnification 8. You agree to indemnify, defend and hold Can Stock Photo, and its officers, directors, owners, agents, and licensors (collectively, the "Can Stock Photo Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including legal fees) incurred by any Can Stock Photo Party resulting from: (i) any use or alleged use of the Can Stock Photo web site under your member name by any person, whether or not authorized by you; (ii) any Data File uploaded under your member name; or (iii) any breach of your warranties which are contained in this Contract. Can Stock Photo 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 Can Stock Photo's defense of such claim. Cancellation of Service 9. Can Stock Photo reserves the right to restrict, suspend or cancel your Membership at any time for any reason without prior notice or liability. Can Stock Photo 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. Expiry of Download Credits 10. Downloads credits will expire 365 days after purchase or receival. Can Stock Photo shall not be obligated to grant any refund or reimbursement for removed download credits. Access to Accumulated Account Balance 11. Account balances reaching at least $50.00 USD may be eligible for payment, as provided by Can Stock Photo. Can Stock Photo 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. Can Stock Photo is not obligated to pay accounts which may be closed or cancelled, no matter what the reason. Can Stock Photo reserves the right to withhold payment on any account, pending their own discretion. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 11. NEITHER CAN STOCK PHOTO INC. NOR ANY PROVIDER OF DATA FILES OR THEIR RESPECTIVE AGENTS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES CAN STOCK PHOTO INC., ANY THIRD PARTY PROVIDER OF DATA FILES OR THEIR RESPECTIVE AGENTS MAKE ANY 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. NEITHER CAN STOCK PHOTO INC., THIRD PARTY DATA FILE PROVIDERS, NOR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY DATA FILES DOWNLOADED THROUGH THE SITE. NEITHER CAN STOCK PHOTO INC. NOR ANY THIRD PARTY DATA FILE PROVIDER WARRANTS THAT ANY 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. NEITHER CAN STOCK PHOTO INC., ANY THIRD PARTY DATA FILE PROVIDER NOR THEIR AGENTS SHALL BE LIABLE FOR ANY ACT, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Miscellaneous 12. You specifically agree and acknowledge that you have, in addition to the terms of this Contract, reviewed the terms of the Content Licence Contract, the Upload Contract and any other contracts which may be incorporated by reference therein. You further acknowledge that you agree to be bound by the terms of such agreements. 13. This Agreement 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. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

Download Agreement (Standard)
CONTENT LICENSE CONTRACT This Contract is between you and Can Stock Photo Inc. (also sometimes referred to herein as "we", "us", "our", and "Can Stock Photo"). By downloading Content (as defined below) from this website, you agree to be bound by the terms of this contract with respect to such Content. Do not download Content if you do not accept these terms. This is a license, not a sale. You are permitted to use Content. We or our Members continue to own the intellectual property rights in the Content. Third parties who wish to use any Content must download it from the Can Stock Photo website themselves. 1. This Contract governs your use of Can Stock Photo's Content (namely, the photographic images, illustrations, animations, Flash files, or other material that you download from the Can Stock Photo website in conjunction with entering into this Contract ("Content")). 2. You are hereby granted a perpetual, non-exclusive, non-transferable license to use Content on the terms and conditions contained in this Contract. You may only engage in expressly permitted activity with respect to Content. All other rights in and to the Content and accompanying materials, including, all intellectual property rights relating thereto, are retained by Can Stock Photo or its Members, as the case may be. ALLOWED USES: 3. You may: (a) install Content in only one location; (b) physically transfer any Content and its archives from one location to another, provided that it may only be used in one location at a time; (c) make a single copy of Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy; (d) use any Content in the following applications: (i) advertising and promotional collateral and printed materials; (ii) online or electronic publications, including web pages to a maximum of 640 x 480 pixels @ 72 dpi; (iii) prints and reproductions for personal use; (e) create a Derivative Work (namely an original work within the meaning of the Copyright Act (Canada) which incorporates but is not substantially similar to the Content) by incorporating the Content into your own work; (f) use a Derivative Work in the same manner as permitted in section 3(d) above, and in items for resale; and (g) transfer files containing Content or Derivative Works to your clients, printers, or ISP for the purpose of reproduction, provided that such parties shall have no further rights to use the Content. PROHIBITED USES: 4. You may not provide a copy of Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. You may not do anything with Content that is not expressly permitted. You may not: (a) use any Content in design template applications for resale; (b) display any Content on websites designed to induce sales of "print on demand" products, including postcards, mugs, t-shirts, posters and other items; (c) use Content in any posters or other items for resale; (d) use Content or any part thereof as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo; (e) incorporate Content in any product that results in a redistribution of the Content; (f) use Content in a fashion that may be considered to be pornographic, obscene, defamatory or libelous in nature; (g) use any image in the Content that depicts a person to endorse a business, product or service; (h) use any image in the Content that depicts a person in a potentially sensitive subject matter; (i) if source code is contained within the Content or accompanying materials, reverse engineer, decompile, or disassemble any part of the source code; (j) remove any notice of copyright, trade-mark or other proprietary right from any place where it appears in the Content or its accompanying materials; (k) sub-license, sell, rent, lend, or otherwise distribute any Content; (l) post a copy of any Content on a network server or web server for use by other users; or (m) transfer the rights to any Content or accompanying materials, except as specifically provided for in this Contract. ADDITIONAL ROYALTY: 5. You agree that in the event that you or a Related Party (as defined in the Income Tax Act (Canada)) either individually or in combination reproduce the Content, or any part thereof, in excess of [LICENSED NUMBER] times, you will pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of [LICENSED NUMBER] reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or websites. 6. You agree to notify Can Stock Photo in the event that you (or a combination of you and Related Parties) reproduce any Content, or any part thereof, in excess of [LICENSED NUMBER] times. Such notice must be sent to Can Stock Photo every month in which the Content, or any part thereof, which you have reproduced over the term of this Contract in excess of [LICENSED NUMBER] times is reproduced. Each such notice must contain the number of reproductions made in a particular month, provided that when you send the first such notice to Can Stock Photo you need only disclose those reproductions made in combination by you and Related Parties which are in excess of [LICENSED NUMBER]. 7. Can Stock Photo will invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt. TERM: 8. This Contract is effective until terminated. You can terminate this Contract by destroying the Content, and any related Derivative Works, and any copies of it or accompanying materials, and ceasing to use the Content, and any Derivative Works related thereto. This Contract will also terminate upon your failure to comply with the terms herein. You agree, upon termination of this Contract, to destroy all copies of any Content, and any related Derivative Works, to cease using the Content, and any related Derivative Works, and to confirm to Can Stock Photo in writing that you have complied with these conditions. 9. Termination of this Contract does not relieve you of your responsibilities to pay any amounts due to Can Stock Photo or your obligations not to use the Content, or any related Derivative Works, other than as permitted under this Contract. REPRESENTATIONS AND WARRANTIES: 10. The Can Stock Photo website acts as an exchange of Content between those who provide Content to the website (our Members) and those who wish to use such Content. Accordingly, Can Stock Photo makes no representation or warranty that any Content provided is royalty free. 11. Statements regarding any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the party who provided the Content to our website. 12. THE CONTENT AND ANY ACCOMPANYING MATERIALS ARE PROVIDED "AS IS" WITHOUT REPESENTATION, 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. CAN STOCK PHOTO DOES NOT REPRESENT OR WARRANT THAT THE CONTENT 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 YOURS. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT CAN STOCK PHOTO) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS. LIMITATION OF REMEDIES & LIABILITY: 13. Can Stock Photo's entire liability and your exclusive remedy, with respect to any claims arising out of your use of Content or accompanying material, or out of your actions in downloading Content, are as follows: (a) You may, upon request to Can Stock Photo, be permitted to download the Content again, at a location Can Stock Photo will provide for you; (b) If you continue to be unable to download the Content, Can Stock Photo will refund the fee actually paid by you in respect of the use of such Content, provided Can Stock Photo determines that you have been unable to download such Content successfully. 14. IN NO EVENT SHALL CAN STOCK PHOTO OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS CONTRACT, 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. 15. THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OF THE CONTENT IN ANY MANNER WHATSOEVER IS TO BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO CAN STOCK PHOTO UNDER THIS CONTRACT IN RESPECT OF THE USE OF THE CONTENT. INDEMNIFICATION: 16. You agree to indemnify and hold Can Stock Photo harmless against all claims or liability asserted against Can Stock Photo arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Contract. GENERAL: 17. If any provision or part of this Contract is unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. 18. 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 license granted to you, or of your use of the Content, pursuant to this Contract. JURISDICTION & ARBITRATION: 19. This Contract will be governed under the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). 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. 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 Content was downloaded, or such other address as you may advise us in writing to use. 20. Any disputes arising out of, or in connection with this Contract, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Halifax, Nova Scotia, pursuant to the applicable legislation in effect at the time arbitration is demanded. 21. If Can Stock Photo is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Can Stock Photo for its legal fees, costs and disbursements if Can Stock Photo is successful. 22. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTRACT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE CONTRACT BETWEEN YOU AND CAN STOCK PHOTO, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR CONTRACT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND CAN STOCK PHOTO RELATING TO THE SUBJECT OF THIS CONTRACT.

Download Agreement (Enhanced Rights)
CONTENT LICENSE CONTRACT This Contract is between you and Can Stock Photo Inc. (also sometimes referred to herein as "we", "us", "our", and "Can Stock Photo"). By downloading Content (as defined below) from this website, you agree to be bound by the terms of this contract with respect to such Content. Do not download Content if you do not accept these terms. This is a license, not a sale. You are permitted to use Content. We or our Members continue to own the intellectual property rights in the Content. Third parties who wish to use any Content must download it from the Can Stock Photo Inc. website themselves. 1. This Contract governs your use of Can Stock Photo Inc.'s Content (namely, the photographic images, illustrations, animations, Flash files, or other material that you download from the Can Stock Photo Inc. website in conjunction with entering into this Contract ("Content")). 2. You are hereby granted a perpetual, non-exclusive, non-transferable license to use Content on the terms and conditions contained in this Contract. You may only engage in expressly permitted activity with respect to Content. All other rights in and to the Content and accompanying materials, including, all intellectual property rights relating thereto, are retained by Can Stock Photo Inc. or its Members, as the case may be. ALLOWED USES: 3. You may: (a) install Content in only one location; (b) physically transfer any Content and its archives from one location to another, provided that it may only be used in one location at a time; (c) make a single copy of Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy; (d) use any Content in the following applications: (1) advertising and promotional collateral and printed materials; (2) online or electronic publications, including web pages to a maximum of 640 x 480 pixels @ 72 dpi; (3) prints and reproductions for personal use; (4) use in design template applications for resale; (5) display Content on websites designed to induce sales of "print on demand" products, including postcards, mugs, t-shirts and other items; (6) use within software programs and electronic applications which protect the Content by encryption methods; (e) create a Derivative Work (namely an original work within the meaning of the Copyright Act (Canada) which incorporates but is not substantially similar to the Content) by incorporating the Content into your own work; (f) use a Derivative Work in the same manner as permitted in section 3(d) above, and in items for resale; and (g) transfer files containing Content or Derivative Works to your clients, printers, or ISP for the purpose of reproduction, provided that such parties shall have no further rights to use the Content; PROHIBITED USES: 4. You may not provide a copy of Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. You may not do anything with Content that is not expressly permitted. You may not: (a) use Content in any posters, photographs, or other items for resale; (b) use Content or any part thereof as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo; (c) use Content in a fashion that may be considered to be pornographic, obscene, defamatory or libelous in nature; (d) use any image in the Content that depicts a person to endorse a business, product or service; (e) use any image in the Content that depicts a person in a potentially sensitive subject matter; (f) remove any notice of copyright, trade-mark or other proprietary right from any place where it appears in the Content or its accompanying materials; (g) sub-license, sell, rent, lend, or otherwise distribute any Content; (h) post a copy of any Content on a network server or web server for use by other users; or (i) transfer the rights to any Content or accompanying materials, except as specifically provided for in this Contract. ADDITIONAL ROYALTY: 5. You agree that in the event that you or a Related Party (as defined in the Income Tax Act (Canada)) either individually or in combination reproduce the Content, or any part thereof, in excess of [LICENSED NUMBER] times, you will pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of [LICENSED NUMBER] reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or websites. 6. You agree to notify Can Stock Photo Inc. in the event that you (or a combination of you and Related Parties) reproduce any Content, or any part thereof, in excess of [LICENSED NUMBER] times. Such notice must be sent to Can Stock Photo Inc. every month in which the Content, or any part thereof, which you have reproduced over the term of this Contract in excess of [LICENSED NUMBER] times is reproduced. Each such notice must contain the number of reproductions made in a particular month, provided that when you send the first such notice to Can Stock Photo Inc. you need only disclose those reproductions made in combination by you and Related Parties which are in excess of [LICENSED NUMBER]. 7. Can Stock Photo Inc. will invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt. TERM: 8. This Contract is effective until terminated. You can terminate this Contract by destroying the Content, and any related Derivative Works, and any copies of it or accompanying materials, and ceasing to use the Content, and any Derivative Works related thereto. This Contract will also terminate upon your failure to comply with the terms herein. You agree, upon termination of this Contract, to destroy all copies of any Content, and any related Derivative Works, to cease using the Content, and any related Derivative Works, and to confirm to Can Stock Photo Inc. in writing that you have complied with these conditions. 9. Termination of this Contract does not relieve you of your responsibilities to pay any amounts due to Can Stock Photo Inc. or your obligations not to use the Content, or any related Derivative Works, other than as permitted under this Contract. REPRESENTATIONS AND WARRANTIES: 10. The Can Stock Photo Inc. website acts as an exchange of Content between those who provide Content to the website (our Members) and those who wish to use such Content. Accordingly, Can Stock Photo Inc. makes no representation or warranty that any Content provided is royalty free. 11. Statements regarding any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the party who provided the Content to our website. 12. THE CONTENT AND ANY ACCOMPANYING MATERIALS ARE PROVIDED "AS IS" WITHOUT REPESENTATION, 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. Can Stock Photo Inc. DOES NOT REPRESENT OR WARRANT THAT THE CONTENT 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 YOURS. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT Can Stock Photo Inc.) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS. LIMITATION OF REMEDIES & LIABILITY: 13. Can Stock Photo Inc.'s entire liability and your exclusive remedy, with respect to any claims arising out of your use of Content or accompanying material, or out of your actions in downloading Content, are as follows: (a) You may, upon request to Can Stock Photo Inc., be permitted to download the Content again, at a location Can Stock Photo Inc. will provide for you; (b) If you continue to be unable to download the Content, Can Stock Photo Inc. will refund the fee actually paid by you in respect of the use of such Content, provided Can Stock Photo Inc. determines that you have been unable to download such Content successfully. 14. IN NO EVENT SHALL CAN STOCK PHOTO INC. OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS CONTRACT, 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. 15. THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OF THE CONTENT IN ANY MANNER WHATSOEVER IS TO BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO CAN STOCK PHOTO INC.. UNDER THIS CONTRACT IN RESPECT OF THE USE OF THE CONTENT. INDEMNIFICATION: 16. You agree to indemnify and hold Can Stock Photo Inc. harmless against all claims or liability asserted against Can Stock Photo Inc. arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Contract. GENERAL: 17. If any provision or part of this Contract is unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. 18. 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 license granted to you, or of your use of the Content, pursuant to this Contract. JURISDICTION & ARBITRATION: 19. This Contract will be governed under the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). 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. 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 Content was downloaded, or such other address as you may advise us in writing to use. 20. Any disputes arising out of, or in connection with this Contract, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Halifax, Nova Scotia, pursuant to the applicable legislation in effect at the time arbitration is demanded. 21. If Can Stock Photo Inc. is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Can Stock Photo Inc. for its legal fees, costs and disbursements if Can Stock Photo Inc. is successful. 22. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTRACT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE CONTRACT BETWEEN YOU AND CAN STOCK PHOTO INC., WHICH SUPERSEDES ANY PROPOSAL OR PRIOR CONTRACT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND Can Stock Photo Inc. RELATING TO THE SUBJECT OF THIS CONTRACT.

Upload Agreement
UPLOAD AGREEMENT This is a Contract between any Member intending to upload data onto the CanStockPhoto.com website (the "Supplier") and Can Stock Photo Inc. (also sometimes referred to herein as "Can Stock Photo"). By uploading a photograph, illustration, or code snippet ("Data File") the Supplier understands that he or she agrees to be bound by the terms of this Contract. Copyright Can Stock Photo Inc. prohibits 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 to be uploaded to its website located at CanStockPhoto.com. 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 people or persons, the Supplier also represents and warrants that he or she has obtained a model release in substantially the same form as attached hereto as Schedule "A". The Supplier hereby grants Can Stock Photo Inc. a non-exclusive licence to post the Data File on the web site located at CanStockPhoto.com, and further grants Can Stock Photo Inc. the right to sub-license such Data File to members of Can Stock Photo Inc. in accordance with the terms of the Can Stock Photo Inc. Content Licence Contract, a copy of which the Supplier acknowledges having reviewed and agreed to. 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 Can Stock Photo Inc. or any third party. The Supplier acknowledges that no monetary or financial compensation is owed or required to be paid to the Supplier by Can Stock Photo Inc. or any of its directors, officers, employees, partners, agents or members for the rights granted herein by the Supplier. Notwithstanding the foregoing, Can Stock Photo Inc. 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 Can Stock Photo Inc. may amend such policy as reasonable business objectives may from time to time require. The Supplier agrees that neither Can Stock Photo Inc. nor any of its directors, officers, employees, partners 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, the Data File. The Supplier further acknowledges that he or she is legally responsible for any challenges made by a third party regarding copyright in the Data File. Indemnification The Supplier agrees to indemnify, defend and hold Can Stock Photo Inc. and its officers, directors, owners, agents, information providers and licensors (collectively, the "Can Stock Photo Inc. Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including attorneys' fees) incurred by any Can Stock Photo Inc. Party in connection with: (i) any use or alleged use of the CanStockPhoto.com web site under the Supplier's member name by any person, whether or not authorized by the Supplier; (ii) any Data File uploaded under the Supplier's member name; or (iii) any breach of the Supplier's Warranties contained in this Contract. Can Stock Photo Inc. reserves the right, at the Supplier's expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Supplier, and in such case, the Supplier agrees to cooperate with Can Stock Photo Inc.'s defence of such claim. Warranties The Supplier warrants that he or she has the right to grant the license contained in this Contract to Can Stock Photo Inc. and its members. The Supplier makes no warranty, expressed or implied, including any implied warranties of merchantability or fitness for a particular purpose. The Data File is supplied "as is". Jurisdiction 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 and attorn to the jurisdiction of the Courts in the Province of Nova Scotia. The international copyright laws of the United States and Canada will govern this Contract. If any provision of this Contract is held invalid, the remainder of the Contract shall continue in full force and effect. SCHEDULE "A" MODEL AGREEMENT 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 of the Model and the Model's Property made by the Photographer on the session dates covered by this agreement (noted below) and to all reproductions of such photographs (herein collectively called 'the Photographs'). 2. USE OF THE PHOTOGRAPHS The Model hereby consents to and authorizes the use of the Photographs by the Photographer and the Photographer's authorized representatives, licensees, successors, and assigns for any purpose whatsoever including without limitation: sale, reproduction in all media, publication, display, broadcast and exhibition for promotion, advertising, trade, art or illustration. The Model agrees the Photographs may be used without further compensation for an unlimited time and that this Agreement is irrevocable. 3. OWNERSHIP AND RIGHTS IN THE PHOTOGRAPHS The Model agrees that the Photographs, the copyright in the Photographs and all other rights in the Photographs 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. 4. RELEASE OF PHOTOGRAPHER FROM LIABILITY The Model releases the Photographer and all other persons entitled under this Agreement to use the Photographs. from all liability for libel, invasion of privacy, and all causes of action whatsoever in relation to the photographs their making and use, the Model or the Model's property including without limitation any liability for alteration of the Photographs, whether intentional or otherwise, that may occur during the making or subsequent use of the Photographs. 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, dated: Photography session dates: Photographer:___________________________ print name here Signature _______________________________ Model :___________________________ print name here Signature _______________________________ (or parent or guardian) at __________________________________ , _____________ on the ______________ (city name) (Prov) day of __________________________ 200 . If Model has not reached the Age of Majority, Parent or Guardian hereby gives their irrevocable permission to the photographer to use the photographs as outlined above. Parent or Guardian must sign above and PRINT Model's Name below. Model's Name _______________________________________________________________ Witness Signature _____________________________________________________________ Date