Membership Agreement

The Membership Agreement was last updated on November 7, 2011.
1.1.
The www.Crestock.com website (the "Website") is a searchable collection of images provided by Crestock Corporation ("Crestock") whereby creators of stock images can upload their images for potential licensing to other persons subject to the payment of licensing fees.
1.2.
This agreement (the "Membership Agreement") governs your use of portions of the Website that are not accessible to the general public and enables you to use features and functions that are not available to the general public, including the right to submit commentary to blogs on the Website.
1.3.
This Membership Agreement is in addition to the Website Terms & Conditions. In the event of any inconsistency between this Membership Agreement and the Website Terms & Conditions (which is hereby incorporated into this Membership Agreement), the terms of this Membership Agreement will prevail.
1.4.
You are required to read this Membership Agreement and accept all of its provisions by clicking on the "I have read and agree…" box before you may upload any Image to the Website. By so doing, you confirm that you will abide by and be bound by this Membership Agreement.
2.1.
"Content" means the Images (as defined below), text, logos, trademarks, and all other intellectual property on the Website.
2.2.
"Crestock Account" means a passworded section of the Website that is for your personal use as a further defined in Section 4.1.
2.3.
"Crestock Credits" means the currency purchased from Crestock by its members through the Website and which may be redeemed by Members to purchase a license to use Images (as defined below). Crestock Credits may be purchased with authorized credit cards through the Website.
2.4.
"Image" mean any photograph, illustration, digital art or other form of image on the Website.
2.5.
"Member" or "Membership" means your status as a registered user of the Website with permission to engage in the activities explained in and governed by this Membership Agreement.
2.6.
"User-Generated Content" means text, information, commentary or any other content that is posted to the Website including (without limitation) in its blogs by persons other than Crestock.
3.1.
All Content is the property and copyright of Crestock and/or its licensors. The Content is protected by national copyright laws, international treaty provisions and other applicable laws. The Content may not be copied or retransmitted in any form without the express written permission of Crestock or subject to the terms of a License. All rights are reserved by Crestock and its licensors.
3.2.
Licensing Images. If you wish to use any Image in any way, you must purchase a license from Crestock pursuant to the Image License Agreement on this Website.
3.3.
Unauthorized Use of Images. Unless you have paid for a license from Crestock:
3.3.1.
It is illegal to copy or use any portion of any Image whether (without limitation) by photographic means, scanning, digital copying, saving it to any computer, posting it to any Website, or as reference for another image.
3.3.2.
It is illegal to incorporate all or part of any Image into another image. Changing an Image does not give you any right to use the changed Image. The original Image, however modified or distorted, is still protected by copyright.
3.3.3.
Any unauthorized use, publication or transmission of any Image arising from your activities is an infringement of copyright and you will be responsible for any fees, damages and/or compensation arising from such unauthorized use.
4.1.
By registering on the Website, you will become a Member and will be issued a Crestock Account for the purposes of recording certain information related to your use of the Website and information related to (if and where applicable) your activities as a contributor of Images and/or as a user of Images. You will have access to your Crestock Account 24 hours per day / 7 days per week, except during scheduled maintenance of Crestock's online systems or during unscheduled emergency maintenance.
In registering for Membership, you agree that:
4.2.
you will provide complete, accurate and up-to-date information about yourself to Crestock in the registration process and wherever else it is requested of you on the Website.
4.3.
you will not disclose your Crestock Account password to other persons.
4.4.
you will be responsible for all information you provide to Crestock and for all activity in your Crestock Account;
4.5.
you accept all risks of unauthorized access to the information you provide in registration and any other information you provide to Crestock; and
4.6.
you will immediately notify Crestock in writing of any unauthorized use of your Crestock Account.
As a condition of Membership you warrant to Crestock that:
5.1.
you will only use the Website for lawful purposes;
5.2.
any User-Generated Content that you post to the Website, will not infringe on the copyright nor violate any other rights of any person;
5.3.
you will not use abusive or insulting language, defame, harass, threaten or otherwise behave inappropriately toward any person in any of your User-Generated Content;
5.4.
you will not use the Website to advertise or promote or offer to sell any goods, services, contests, or giveaways nor will you conduct any polls or surveys, or otherwise exploit the Website in a manner that is inconsistent with its purposes as defined or implied in this Membership Agreement;
5.5.
you will not post, publish or upload any User-Generated Content that is pornographic, overtly sexual, obscene, racist, libelous or defamatory; and
5.6.
you will not use the Website nor any of its Content in a manner to compete with Crestock.
6.1.
As a Member, you may purchase Crestock Credits with authorized credit cards through the Website. You may redeem Crestock Credits to purchase a license to use Images pursuant to the Image License Agreement on this Website.
6.2.
Crestock Credits expire three hundred sixty-five (365) days following the date of purchase.
7.1.
You acknowledge and agree that Crestock will at all times have an unrestricted right to monitor and/or modify your Crestock Account.
8.1.
If you wish to contribute images to Crestock for commercial licensing to Members, you must agree to all of the terms and conditions of the Artist Image Upload Agreement on this Website.
9.1.
If you wish to use any Image in any way, you must purchase a license from Crestock pursuant to the Image License Agreement on this Website.
10.1.
Crestock is not responsible for nor does it endorse any User-Generated Content.
10.2.
Notwithstanding Section 10.1, Crestock will at all times have the absolute right in its sole discretion to edit, move or delete any User-Generated Content that Crestock in its sole discretion deems inappropriate for the Website.
11.1.
Disclaimer. Use of the Website is at your sole risk. Except as otherwise stated in this Membership Agreement, the Website is provided on an "as is", "as available" basis without representations, warranties or conditions of any kind, either express or implied, including but not limited to representations, warranties or conditions of title or implied warranties or conditions of merchantability or fitness for a particular purpose or compatibility with any computer hardware or other equipment, operating system or software program. Crestock makes no representation or warranties that the use of the Website will be uninterrupted or error-free.
11.2.
Crestock's Limitation of Liability. To the maximum extent permitted by law, in no event will Crestock be liable for any indirect, punitive, incidental, special or consequential damages, whether foreseeable or unforeseeable, based on claims (including, but not limited to, claims for damages for loss of profits or loss of business opportunities, delay or inability to use the Images or the Website, mistakes, omissions, interruptions, deletion or corruption of files, errors, defects, delays in preparations or transmissions) arising out of or in any way connected with the use of the Website whether based on contract, tort, strict liability or otherwise.
11.3.
No malicious content. All content which you post to the Website will be free of any virus, worm, or other device or mechanism that could be used to modify, delete, damage, interfere with or disable the Website or any of its Content or any other computer system or hardware in any way.
11.4.
Your activity on the Website. You will not use the Website in any manner that could damage, impair the performance of or otherwise interfere with the normal operation of the Website.
11.5.
Indemnification by you. You will indemnify and hold harmless Crestock, its licensors, and Agents and its and their respective directors, officers, agents and employees from any and all claims, liabilities, damages, demands, losses or expenses arising out of or in connection with: your use of the Website; any breach by you of this Membership Agreement; your infringement of any third party intellectual property rights; or any act or omission by you which results in: (a) loss, damage, interference with or disruption to, the Website; (b) use of the Website for any illegal purpose; or (c) use of the Website to achieve any unauthorized or prohibited access to computer systems and data.
11.6.
Age of Majority. You represent and warrant to Crestock that you have attained the age of majority in your jurisdiction and have the full right and authority to enter into this Membership Agreement.
12.1.
This Membership Agreement will remain in effect until terminated.
12.2.
You may terminate this Membership Agreement at any time by e-mailing notice or termination to legal@crestock.com. The notice must include sufficient information from your Crestock Account to enable Crestock to validate your identity. Upon such termination you will forfeit any Crestock Credits remaining in your Crestock Account.
12.3.
Crestock may terminate this Membership Agreement at any time without prior notice or liability to you.
12.4.
Crestock reserves the right to terminate this Membership Agreement if there is no activity in your Crestock Account for three hundred sixty-five (365) days.
13.1.
This Membership Agreement may be amended at anytime by Crestock by a notice posted to your Crestock Account (the "Notice"). The date any such Notice is posted to your Crestock Account is referred to herein as the "Notice Date"
13.2.
The Notice will include an explanation of the changes that have been made and/or a hyperlink to a summary of the principal changes.
13.3.
If you disagree with any such change, you may terminate this Membership Agreement pursuant to Section 12.2. However, the amended Membership Agreement will be binding on you until your notice of termination is received by Crestock.
14. General
14.1.
Ownership of the Website. The Website is owned and operated by Crestock.
14.2.
Governing Law. This Membership Agreement will be governed by the laws in force in the Province of Ontario and the applicable laws of Canada (excluding the application of its conflicts of law rules) and the parties agree to the exclusive jurisdiction of the federal and provincial courts located in the City of Toronto, Ontario; except
14.2.1.
in the case of copyright infringements that occur in the U.S.A., this Membership Agreement will be governed by the laws in force in the State of New York and U.S. federal laws (excluding the application of its conflicts of law rules) and the parties agree to the exclusive jurisdiction and venue of the Federal District Court of the Southern District of New York located in New York, NY.
14.2.2.
For greater certainty, the United Nations Convention on Contracts for the International Sale of Goods does not govern this Membership Agreement.
14.3.
If any provision of this Membership Agreement violates the law of the applicable jurisdiction and is unenforceable, that provision will be severed and the balance of this Membership Agreement will remain in force.
14.4.
Assignment
14.4.1.
This Membership Agreement is personal to you and may not be assigned by you without Crestock's prior written consent.
14.4.2.
Crestock may freely assign this Membership Agreement or any of its rights under this Membership Agreement to any of its subsidiaries or affiliates. If all or substantially all of the assets of Crestock are or are to be acquired by a third party, the benefit of this Membership Agreement and all rights of Crestock hereunder may be assigned to that third party by Crestock and that third party will be bound by all the terms and conditions of this Membership Agreement. No such assignment will relieve Crestock of any of its covenants and obligations under this Membership Agreement. You hereby consent to any such assignment.
14.5.
Privacy Policy. Crestock recognizes the importance of your right to privacy and the sensitivity of personal information. Our Privacy Policy, which is incorporated into this Membership Agreement, outlines the personal information we collect, how we manage your personal information and how we safeguard your privacy.
14.6.
The headings provided in this Membership Agreement have been inserted for convenience of reference only and do not affect the Terms and Conditions in any way.
14.7.
Entire Agreement. This Membership Agreement constitutes the entire agreement with respect to the subject matter hereof and merges and supersedes all prior and contemporaneous communications, written or oral. Only this Membership Agreement will be binding on Crestock. This Membership Agreement may only be modified in writing by an officer of Crestock.
14.8.
Contact Information. Any questions about Crestock or this Membership Agreement should be directed to:
General Information
Crestock Corporation
3 Concorde Gate, 4th Floor
Toronto, Ontario
Canada M3C 3N7
E-mail: help@crestock.com
15.1.
You acknowledge and confirm to Crestock that you have read and understand this Membership Agreement and you agree to be bound by its terms and conditions.