Using our website requires that you abide by the following Terms and Conditions. This document is an important part of using the website, and as noted below, we highly recommend you read and fully understand the agreement in order to use the website and services offered.

1. Description of the Site and Membership Accounts
2. General Acknowledgments and Agreements
3. Use of Content and the Site
4. Restrictions as to Use of the Site
5. Notification of Claims of Infringement
6. Management and Operation of the Site
7. Payments for Content
8. Membership Accounts
9. Indemnification
10. Limitations and Disclaimer
11. Term and Termination
12. Miscellaneous

PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS AND CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND STOCKMATIK UNITED (“STOCKMATIK”), THE OWNER AND OPERATOR OF THIS WEBSITE. BY ACCESSING OR USING THIS WEBSITE IN ANY WAY, YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS DOCUMENT AND IN ANY CHANGES HERETO THAT STOCKMATIK MAY PUBLISH FROM TIME TO TIME (COLLECTIVELY, THE “TERMS OF USE”). WE ENCOURAGE YOU TO KEEP A COPY OF THESE TERMS OF USE FOR YOUR RECORDS.

These Terms of Use govern your use of the www.stockmatik.com website, including, without limitation, the uploading and downloading of photographs, illustrations, images or other pictorial or graphic works and related informational materials (collectively, the “Content”) onto or from the www.stockmatik.com website, access to web mail, forums and training materials, if any, and any and all other services offered by STOCKMATIK on or through the www.stockmatik.com website or affiliated sites providing STOCKMATIK services (the www.STOCKMATIK.com website, together with all of the foregoing uses and services, to be hereinafter referred to as the “Site”).

1. Description of the Site and Membership Accounts

The Site provides, among other things, an online marketplace for uploading and downloading Content and is generally divided into a public section and a private section. The public section offers to all visitors, among other things, general information about the Site and STOCKMATIK, the ability to view Content on the Site, a search engine to search for Content on the Site, the ability to view and post comments on the Site, and a process by which visitors can create an account to access the private areas of the Site for downloading and uploading Content.

User Members

When a visitor to the Site registers to create an account to download Content, the visitor will become a “User Member”. The User Member will select an available user name (“Member Name”) and a corresponding user password (“Membership Password”) to create a unique, personal membership account (a “Membership Account”). During registration, each User Member shall be given the opportunity to select a country, language and currency designation. Such designation(s) may be revised at any time after the completion of the registration process. The User Member shall also be required to specify whether he or she is registering as an individual or on behalf of a company or entity (and, if so, the name of the company or entity).

A User Member shall download Content only through his or her Membership Account, and such Content shall be subject to a separate Content License Agreement. Applicable royalty rates for sublicenses granted to User Members who download Content shall be in accordance with the Site’s Standard pricing and payment policies.

2. General Acknowledgments and Agreements

Your use of the Site constitutes your acknowledgment and acceptance of these Terms of Use, and you shall be bound by such terms and conditions. If you do not agree to be bound by the terms and conditions of these Terms of Use, do not use or access any portions of the Site or use any services offered on the Site. STOCKMATIK may from time to time, without notice to you, change these Terms of Use and other rules or guidelines, in whole or in part, in its sole discretion and post such changes on the Site. Your continued access or use of the Site constitutes your acceptance of all such changes and your access and use of the Site will be subject to the current version of the Terms of Use, rules and guidelines posted on the Site at the time of such access or use. It is your responsibility to regularly check the “Terms of Use” to view the then-current terms. If you do not agree to be bound by the terms and conditions of these Terms of Use as so amended, do not use or access the Site. Without limiting the foregoing, STOCKMATIK will use commercially reasonable efforts to notify its members of changes to these Terms of Use through blogs, web mail, forums and other means of electronic communication.

Services on the Site are available only to, and may only be used by persons who can enter into legally binding contracts under applicable law. Without limitation to the foregoing, services on the Site are not available to minors (e.g., persons under the age of eighteen) except under the supervision of an adult parent or guardian, and such parent or guardian shall be responsible for all access and use of the Site. Your Membership Account on the Site may not be sold or otherwise transferred to another person or entity. If your use of the Site is on behalf of an entity, you represent and warrant that such party has full knowledge of your actions and has consented thereto and that you have the authority to bind such entity to these Terms of Use.

3. Use of Content and the Site

All of the contents of the Site, including the Content, is owned by STOCKMATIK or its licensors and is protected by copyright, trademark, patent, trade secret and other intellectual property laws. You acknowledge and agree that no ownership of any Content can be transferred, and that no sale of any Content can be effectuated on or through the Site. Only the rights expressly sublicensed in a Content License Agreement are granted on or through the Site. Except as explicitly permitted under these Terms of Use or a Content License Agreement (if any), STOCKMATIK does not grant any express or implied permission to use any Content and no portion or element of this Site or its Content may be copied or retransmitted via any means. Without limiting the foregoing, you agree not to copy, republish, frame, link to, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Site or any part of the Content without, or in violation, of a Content License Agreement with STOCKMATIK. You may not remove any copyright, watermark or other proprietary notices contained in the Content, caption information, or any other material on the Site and you are responsible for obtaining your own advice, legal or otherwise, to determine whether additional third-party consents, rights or privileges are needed for your use of the Content.

These Terms of Use are in addition to your obligations (if any) under a Content License Agreement with STOCKMATIK. In the event of any conflict between these Terms of Use or any other rules and regulations on this Site with an applicable Content License Agreement or Member Supply Agreement, the Content License Agreement or the Member Supply Agreement, as the case may be, will govern.

4. Restrictions as to Use of the Site

You agree that you shall not use the Site in any manner that is not permitted by these Terms of Use or that violates any law, regulation or statute in an applicable jurisdiction. You shall not upload or post onto the Site, or use the Site to transfer, any Content or other material or content that is libelous or slanderous or otherwise defamatory, obscene or indecent.

You shall not upload or post onto the Site, or use the Site to transfer, any Content or other material or content that contains or constitutes viruses, worms, Trojan horses or other code with malicious, disruptive and/or destructive features. You shall not attempt to gain unauthorized access to any hardware or software systems or networks associated with the Site, or obtain any services or information not intentionally made available to you by STOCKMATIK on or through the Site. You shall not attempt to gain unauthorized access to the Membership Account of any other person or entity, or otherwise interfere with any other person’s or entity’s use, of the Site. You shall not use any false or misleading information (e.g., false or misleading names, email addresses or URLs) when using the Site, including, without limitation, with respect to the origin or source of any Content or other material or content that you upload or any identifying information for your Membership Account.

You may not use the Site in a fraudulent manner, or otherwise in a manner for which the Site is not reasonably intended to be used. Without limiting the generality of the foregoing, you will not download Content for the primary purpose of artificially inflating the ranking of a given Content contributor or for the primary purpose of artificially triggering payments to a Content contributor. A Content contributor, or someone else on his/her behalf, may not download Content that such contributor has uploaded.

5. Notification of Claims of Infringement

If you are a copyright owner or an agent thereof and believe that any Content or other content on the Site infringes upon your copyrights or other intellectual rights, you may submit a written communication to STOCKMATIK at [email protected]. Such communication must contain the following information:

(a) a physical or electronic signature of the copyright owner, or a person authorized to act on behalf of the owner, in respect of the exclusive right that is allegedly infringed;

(b) a description of the copyrighted work or works that you claim has been infringed and, if applicable, a further description of what material or aspect of such Content is claimed to be infringing;

(c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit STOCKMATIK to locate the material;

(d) information reasonably sufficient to permit STOCKMATIK to contact you, such as an address, telephone number and an electronic mail address;

(e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner, or are authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

6. Management and Operation of the Site

You acknowledge and agree that STOCKMATIK has no obligation to review any Content or other material or content uploaded or posted onto the Site, and shall have no responsibility for any such Content or other material or content. STOCKMATIK shall have the right, in its sole discretion, to accept or deny, delete, move or edit any Content or other material or content uploaded or posted onto the Site. If you upload or post any Content or other material or content onto the Site, or any Content or other material or content is uploaded or posted onto the Site using your Membership Name or otherwise through your Membership Account, you remain solely responsible for such Content or other material or content.

STOCKMATIK reserves the right, in its sole discretion, to change or discontinue any or all of the services on the Site at any time. You acknowledge and agree that STOCKMATIK has no obligation to make, or continue to make, the Site or any particular portion or related service available to you (whether or not such unavailability is voluntary on the part of STOCKMATIK). STOCKMATIK reserves the right, in its sole discretion, to suspend, restrict, block, disable or terminate your access or use of the Site or your Membership Account at any time without notice or liability to you and whether or not such measures are based on the existence of a breach of these Terms of Use.

You acknowledge and agree that STOCKMATIK shall have no responsibility for any material or content on other websites to which you may hyperlink or otherwise access from the Site, including any web log, comments to any web log, or any forum on the Site. You acknowledge and agree that STOCKMATIK shall have no responsibility for any material or content on websites from which you may be hyperlinked or otherwise be directed to the Site. STOCKMATIK does not control such third party websites and the existence of any such hyperlinks does not imply any endorsement or affiliation with STOCKMATIK.

You acknowledge and agree that STOCKMATIK may store personal and certain other information about you on your computer in the form of “cookies”. Such use of cookies is solely in connection with the operation of the Site. You acknowledge and agree that if you prohibit or restrict the placement of cookies on your computer, such prohibition or restriction may have an adverse effect on your use of the Site. You acknowledge and agree that STOCKMATIK may also store personal information about you on its computers within or outside Canada. By using this Site you acknowledge and agree that STOCKMATIK may, in its sole discretion, preserve or disclose your personal information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce these Terms of Use; respond to claims that any Content violates the rights of third-parties; or to protect the rights, property, or personal safety of STOCKMATIK, its members, users or the general public. STOCKMATIK will take precautions to protect your personal information, however, STOCKMATIK cannot guarantee that such personal information will be confidential and secure. STOCKMATIK shall not be responsible or liable for any matter or thing relating to the collection, storage, use or transmission of your personal information.

7. Payments for Content

Transactions on the Site for downloading Content shall be conducted using the approved payment methods in accordance with STOCKMATIK’s standard pricing and payment policies. If you purchase any Content by using a credit or charge card or an online payment account, you warrant that you are the cardholder or account holder and that the billing information provided is accurate, and you authorize STOCKMATIK to charge the designated credit or charge card or online payment account for the total amount of the purchase, including any sales or similar taxes. All purchases are final and non-refundable.

8. Membership Accounts

You acknowledge and agree that you are to keep confidential the Membership Name and Membership Account provided to you by STOCKMATIK, and the Membership Password selected by you and approved by STOCKMATIK for use with such Membership Name and Membership Account. Your Membership Name, Membership Account and Membership Password are personal to you and may not be shared with, or transferred to, any other person or entity.

You acknowledge and agree that you will be solely responsible for each and every use of your Membership Account, Membership Name and corresponding Membership Password, and that STOCKMATIK may rely on the use of your Membership Account, Membership Name or Membership Password as conclusive evidence that you have used the Site. STOCKMATIK will not be liable for any losses whatsoever caused by any unauthorized use of your account or other breach of the security of your account, however, you may be liable for the losses of STOCKMATIK or others due to such unauthorized use or breach of security.

9. Indemnification

You agree to defend, indemnify and hold harmless STOCKMATIK and its affiliates, and their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (collectively, “Indemnitees”) from and against all claims, damages, obligations, judgments, losses, liabilities or any other expenses (including attorney fees and disbursements) or other liability arising from your breach of any of your representations, warranties or obligations under these Terms of Use, and from any and all access and use by you of the Site (including any uses under your Membership Account or Membership Name, whether or not authorized by you), including, without limitation, any claims or actions based on infringement or violation of intellectual property rights, libel or slander or other defamation, right of privacy or “false light”, right of publicity or blurring or distortion or alteration of any Content or other material or content whether or not intentional. STOCKMATIK shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by you with counsel of its own choosing. You shall fully cooperate with STOCKMATIK in the defense of any such claim, action or matter.

10. Limitations and Disclaimers

Your use of the Site is entirely at your own risk. You agree that neither STOCKMATIK nor its affiliates, nor any of their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (other than yourself, as applicable), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from any use by you of the Site, even if such parties have been advised, or advised of the possibility, of such damages, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, OR DAMAGES RESULTING FROM ANY (I) ERRORS OR OMISSIONS IN CONTENT, (II) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (IV) ANY BUGS, VIRUSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, OR (V) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR ACCESS OR USE OF THE SITE OR THE CONTENT OR OTHER MATERIALS. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY GIVING RISE TO THE DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. WITHOUT LIMITING THE FOREGOING, YOU SPECIFICALLY ACKNOWLEDGE THAT STOCKMATIK nor its affiliates, nor any of their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (other than yourself, as applicable) SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

THE SITE AND CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. FOR CLARIFICATION PURPOSES, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, STOCKMATIK MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WWW.STOCKMATIK.COM WEBSITE OR THE SERVICES ON THE WWW.STOCKMATIK.COM WEBSITE, OR ANY CONTENT OR OTHER MATERIALS AVAILABLE ON THE WWW.STOCKMATIK.COM WEBSITE, INCLUDING THAT ANY ERRORS OR DEFECTS IN THE SITE OR THE CONTENT OR OTHER MATERIALS WILL BE CORRECTED, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF COPYRIGHT, TRADEMARKS OR OTHER INTELLECTUAL PROPERTY RIGHTS OR FREEDOM OF ANY SERVICES, OR ANY CONENT OR OTHER MATERIALS FROM VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE WITH MALICIOUS, DISRUPTIVE AND/OR DESTRUCTIVE FEATURES.

STOCKMATIK shall have no responsibility for any Content or other material or content uploaded or posted onto the Site, including, without limitation any material or content uploaded or posted by any Member onto the Site in any forum or as any comment to a web log.

11. Term and Termination

The agreement created by these Terms of Use shall continue in perpetuity unless terminated in accordance with this Section 11. STOCKMATIK at any time may terminate the Terms of Use in its sole discretion, including, without limitation, for breach by you of any of your representations, warranties or obligations under these Terms of Use, or for inactivity by you with respect to your access or use of the Site. A User Member may at any time terminate his Membership Account by sending a written termination request to STOCKMATIK at [email protected]. In the event termination is by STOCKMATIK, STOCKMATIK shall notify you of such termination. STOCKMATIK reserves the right, in its sole discretion, to terminate your Membership Account at any time, including, without limitation, deactivating your Membership Name and Membership Password. Termination of a Membership Account shall automatically lead to the termination of the User Member’s Content License Agreement, and vice versa.

Termination of a Membership Account shall not relieve a User Member from any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated. The provisions of Sections 8, 9, 10, 11 and 12 shall survive the termination of the agreement created by these Terms of Use.

12. Miscellaneous

The Site is operated, and administered by STOCKMATIK from its offices within the Province of Alberta, Canada. By accessing or using the Site, you acknowledge and agree that these Terms of Use and all matters as to your access and use of the Site and the Content shall be construed and governed by the laws of the Province of Alberta and the laws of Canada applicable therein. All actions and disputes arising from or relating to these Terms of Use and all matters as to your access and use of the Site and the Content or other materials shall be heard and decided exclusively before the courts located within the Province of Alberta, Canada and you irrevocably attorn and submit to the exclusive jurisdiction of the courts of the Province of Alberta and waive any right you might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.

The relationship between STOCKMATIK and you under these Terms of Use is that of independent contractors. For clarification purposes, the parties are not joint venturers, partners, principal and agent, or employer and employee. Neither party shall have the power to bind or obligate the other in any manner. You agree that you shall be responsible for all use, sales, value-added and similar taxes and duties imposed by any governing authority in any jurisdiction in connection with your access or use of the Site.

No action or non-action of STOCKMATIK to exercise any power, right, privilege or remedy under these Terms of Use shall be construed as a waiver or amendment of these Terms of Use or preclude any other or further exercise of any such power, right, privilege or remedy.

These Terms of Use shall inure to the benefit of, and be binding upon, STOCKMATIK and you, and its and your respective successors and assigns. Nothing in these Terms of Use, express or implied, is intended to confer upon any person or entity, other than STOCKMATIK and you, and its and your respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of these Terms of Use. STOCKMATIK shall have the right, in its sole discretion, to assign any or all of its rights or obligations under these Terms of Use. You shall have no right to assign any of your rights or obligations under these Terms of Use.

Whenever the context so requires, the singular number shall include the plural and vice versa, and the masculine, feminine and neutral genders shall include each other. These Terms of Use shall be construed neither against nor in favour of any party, but rather in accordance with the fair meaning of the language hereof. The invalidity or unenforceability of any part of these Terms of Use shall not affect the validity or enforceability of the balance hereof. The headings contained in these Terms of Use are for convenience of reference only and shall not affect in any way the meaning or interpretation of these Terms of Use.

You acknowledge that you have read and understood THESE TERMS OF USE and agree to be bound thereby. YOU ACKNOWLEDGE AND AGREE THAT EACH TIME YOU ACCESS OR USE THE SITE, ORDER ANY CONTENT, SUBMIT ACCOUNT INFORMATION OR CONDUCT ANY OTHER TRANSACTION IN CONNECTION WITH THE SITE OR CONTENT, EACH SUCH TRANSACTION CONSTITUTES YOUR AGREEMENT AND INTENT TO BE BOUND BY THESE TERMS OF USE.

PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS AND CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND STOCKMATIK UNITED (“STOCKMATIK”), THE OWNER AND OPERATOR OF THIS WEBSITE. BY ACCESSING OR USING THIS WEBSITE IN ANY WAY, YOU AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET FORTH IN THIS DOCUMENT AND IN ANY CHANGES HERETO THAT STOCKMATIK MAY PUBLISH FROM TIME TO TIME (COLLECTIVELY, THE “TERMS OF USE”). WE ENCOURAGE YOU TO KEEP A COPY OF THESE TERMS OF USE FOR YOUR RECORDS