In order to make sure your rights are covered and that the cooperative is too, we need you to agree to the Member Supply Agreement below. It's a very important part of being a contributing member and outlines the rights, ownership, and obligations to Stocksy United.
3.Supply of Artistic Content by Member
4.Warranty as to Member Content
5.Appointment and Role of the Cooperative
7.Access to Site and Member Content
8.Representations and Warranties
10.Term and Termination
11.Disclaimers and Limitation of Liability
(a) Membership Obligations: As a member of the Cooperative, the Member is required to execute and deliver this Agreement (the “Agreement”) in favour of Stocksy United (the “Cooperative” or “STOCKSY”). This Agreement governs the terms by which the Member as a member of the Cooperative will supply artistic content, on a non-exclusive basis, for license, transmission and distribution through the website of the Cooperative located at www.stocksy.com (the “Site”).
(a) Definitions: In this Agreement all capitalized terms used but not otherwise defined herein shall have their respective meanings assigned to such terms in the Articles or the Bylaws. When used in this agreement, the following words have the following meanings:
“Accepted Content” means any Content that has been delivered by the Member to the Cooperative and which has been accepted by the Cooperative, in its sole discretion, as being suitable for inclusion on the Site;
“Articles” has the meaning ascribed thereto in subsection 1(b);
“Bylaws” has the meaning ascribed thereto in subsection 1(b);
Content” means original intellectual property to be supplied by the Member to the Cooperative, which may include (without limitation) images, illustrations, audio and video;
“Content License Agreement” means the agreement which governs the licensing of Content by the Cooperative to User Members and which may be modified from time-to-time at the sole discretion of the Cooperative;
“Cooperative” means Stocksy United;
“Deactivated Content” means any Accepted Content that is removed from the Site by STOCKSY and is no longer available for further license by STOCKSY;
“Descriptive Information” means all descriptions and documents or software relating to Content supplied by the Member or otherwise required to commercialize the Content and the rights granted in the Content, including but not limited to all caption information reasonably required by the Cooperative in the manner required by the Cooperative, to provide a clear association between the caption information and the associated Content;
“Indemnitees” has the meaning ascribed thereto in subsection 9(a);
“Infringing Content” means any Content, Descriptive Information or other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right;
“Infringing Party” has the meaning ascribed thereto in subsection 9(b);
“Market Freeze Period” has the meaning ascribed thereto in subclause 5(a)(ii);
“Rate Schedule” means the schedule of rates for the download and purchase of Accepted Content by User Members attached as Schedule “A”, as same may be modified, amended replaced from time to time;
“Related Content” means any intellectual property including (without limitation) images, illustrations, audio and video that would reasonably be considered to be part of a series in which any Content delivered to STOCKYS also forms a part and, by way of example only, would include (without limitation) any images, illustrations, audio and video that include one or more of the same models, locations or concepts.
“Site” has the meaning ascribed thereto in subsection 1(a);
“User Member” means a person that licenses Content from the Site pursuant to a Content License Agreement;
3. Supply of Artistic Content by Member
(a) Supply by Member: The Member agrees to provide Content to the Cooperative, at the Member’s sole expense, in accordance with this Agreement and the policies and procedures of the Cooperative and the Site, including but not limited to, any then current submission policy guidelines.
(b) Member’s Ongoing Supply Obligations: The success of the Cooperative and its Members will depend on the active participation and contribution of its Members. Accordingly, the Member agrees to use his or her best efforts to provide Accepted Content to the Cooperative on a regular basis throughout the term of this Agreement.
(c) Content: All Content delivered to the Cooperative pursuant to this Agreement shall: (i) be submitted to STOCKSY on an exclusive basis and shall not have been licensed to, or otherwise be the subject of any other right given or granted to, any person; and (ii) be original creations and expressions of subject matter. No Content or Descriptive Information shall infringe any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defame or cast into disrepute in any manner any third party.
(d) Related Content: The Member shall not license or otherwise give or grant any rights to any Related Content except to STOCKSY pursuant to this Agreement.
(e) Releases: The Member will deliver signed model releases and/or property releases, where relevant, to the Cooperative upon delivery of the respective Content, such releases to be in a form approved by Cooperative, and the Member will keep all original releases and provide copies to the Cooperative immediately upon request.
(f) Disabling Features and Viruses: The Content to be supplied by the Member will not contain any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Site in any way.
(g) Descriptive Information: The Member shall include all necessary Descriptive Information, which Descriptive Information will be complete and accurate in all material respects and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to such Content.
(h) Accepted Content: The Cooperative reserves the right to decide whether any Content is appropriate or suitable for inclusion on the Site, including but not limited to whether the Content complies with this Agreement, or whether the Content contains violations other than copyright and intellectual property law infringement, such as, but not limited to, pornography, obscene or defamatory material. The Cooperative may remove any such Content and/or suspend (without recourse) the Member’s access for uploading such material in violation of this Agreement at any time, without prior notice and at its sole discretion.
4. Warranty as to Member Content
(a) Intellectual Property Infringement: The Cooperative prohibits Infringing Content. The Member shall not upload or post onto the Site, or use the Site to transfer, any Infringing Content. The Cooperative will remove all Infringing Content if properly notified that such Infringing Content infringes on another's intellectual property rights. The Cooperative reserves the right to remove Infringing Content without prior notice. The Cooperative may terminate the Member’s Membership in the Cooperative and/or the Member’s access to the Site if the Member is determined to have uploaded Infringing Content on more than one occasion.
(b) Warranties of Member in Respect of Content: Whenever the Member provides Content to the Cooperative, the Member is representing and warranting that:
(i) the Member is the sole and exclusive owner of all Content and Descriptive Information delivered to the Cooperative and of all right, title and interest (including copyright) in them;
(ii) the Member has the exclusive right, with full power, to sell or license the Content as contemplated in this Agreement;
(iii) the Content is an original creation by the Member and does not infringe on the copyright or any other rights of any other person;
(iv) the Content has not been licensed to, or is not otherwise the subject of any rights given or granted to, any other person;
(v) all necessary permissions and releases have been obtained in order to permit the licensing of the Content its subsequent reproduction and publication, as contemplated in this Agreement; and
(vi) the Member has not given or granted to any other person any right to or interest in any Content which conflicts with any of the rights granted to the Cooperative under this Agreement.
(c) Limitation of Liability: The Member agrees that neither the Cooperative, nor any of its directors, officers, employees, members, partners, affiliates 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 any Content or Descriptive Information, or any error, omission or other matter relating to a model or property release respecting Content or Descriptive Information.
5. Appointment and Role of the Cooperative
(a) Appointment: As a member of the Cooperative, the Member hereby appoints the Cooperative as the Member’s exclusive distributor to sell, license, or sublicense Accepted Content to third parties worldwide and to collect and remit funds in connection with such transactions on the terms set forth in this Agreement and the Bylaws. Without limiting the foregoing, the Member hereby grants the Cooperative:
(i) the exclusive worldwide right to market and sublicense the right to copy, use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, broadcast, crop, modify, alter, create derivative works of, package, repackage and produce prints or similar image products or publicly perform or display Content to prospective licensees in any and all media now in existence or that may in the future be introduced whether through the Site, through other venues owned or operated by the Cooperative or its affiliates from time to time; and
(ii) the right to grant perpetual, worldwide and non-exclusive or exclusive licenses or sublicenses to User Members pursuant to a Content License Agreement. The Member confirms that he or she has read, understands and agrees with all the provisions of the Content License Agreement as they (by inference) govern the licensing of the Member’s Accepted Content. Without limiting the foregoing, the Member expressly acknowledges and agrees that a Content License Agreement of a User Member may include a period of 12, 24, or 36 months from and after the acquisition of Accepted Content by the User Member during which STOCKSY will not grant rights to or further license the Accepted Content (a “Market Freeze Period”) and the Member shall therefore strictly comply with the provisions of Subsections 3(c) and 3(d) of this Agreement and will not reproduce or display any Accepted Content in any manner that is or could be inconsistent with the rights of User Members acquired in and to such Accepted Content under a Content License Agreement.
(b) Cooperative’s Own Use: The Cooperative may post, reproduce, modify, display, make derivative works or otherwise use any Accepted Content for its own business purposes relating to the promotion of the Site, the Content and the licensing of Accepted Content. No compensation shall be due to the Member for use of Accepted Content for such business purposes however the Cooperative will credit and publish the Member’s name whenever possible.
(c) Retention of Rights: All rights, including title and copyright, in and to the Member’s Content will be retained by the Member, and no title or copyright will be transferred or granted in any way to the Cooperative or to any third party except as provided in this Agreement. Notwithstanding the foregoing, the Member waives all "moral rights" (as defined in the Canadian Copyright Act) for all Accepted Content and all similar rights existing under the applicable law of any jurisdiction in which any Accepted Content is used or licensed. This Agreement shall not restrict the Member from using any Content for personal use, such as maintaining a portfolio of the Member’s work or the sale by the Member of prints or other merchandise, provided the Member does not license or otherwise grant or give away any rights to the Content.
(d) Responsibility for User Members: The Member acknowledges that the Member’s Accepted Content may be purchased or licensed by User Members pursuant to the terms and conditions of a Content License Agreement. The Cooperative cannot take responsibility for the compliance by User Members of the terms of such Content License Agreements and the Member acknowledges and agrees to the possibility of Content being used in a manner that is not contemplated in this Agreement. The Member also agrees that notwithstanding any rights that the Member may have to pursue a User Member at law, the Cooperative shall have no liability to the Member or any person claiming through the Member for any breach by a User Member of the terms of the User Member’s Content License Agreement. The Cooperative, at the Member’s request and sole expense, will use commercially reasonable efforts to assist in the protection of the Member’s intellectual property rights.
6. Royalty Payments
(a) Royalties for Accepted Content: The Cooperative will pay the Member royalties equal to a portion of the fees collected in respect of Accepted Content that is downloaded or otherwise purchased by Member Users according to the Rate Schedule. The Rate Schedule may differentiate among various types of Content and among the channels through which the Content is distributed or otherwise in accordance with its terms. The Rate Schedule is subject to change in the sole discretion of the Cooperative upon giving the Member 30 days’ notice by e-mail at the last address contained in the Member’s membership information and by posting such changes on the Site.
(b) Payments of Royalties: The Cooperative will issue monthly payments to the Member at the end of each calendar month provided that the cumulative royalties balance then owing to the Member exceeds one hundred United States Dollars (U.S. $100.00). In all cases, payment of royalties to the Member will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) legal and other reasonable fees incurred in enforcing this Agreement or the agreements contemplated herein; (iv) cancellations or refund of a license where the original sale has been reported to the Member, including but not limited to where due to a fraudulent transaction; (v) overpayment of royalties in a prior period; and (vi) any amounts owing by the Member to the Cooperative, whether under this Agreement or otherwise. Without limiting the generality of the foregoing, the Cooperative is entitled to set-off against any amount owing to the Member, all amounts to which the Cooperative is or may be entitled under this Agreement or otherwise, including patronage returns payable by the Cooperative to its Members and withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of the Member under this Agreement.
(c) Limitation on Payments: The Member acknowledges and agrees that the Cooperative will not be required to pay royalties to the Member if the Cooperative is restrained or otherwise prevented from using rights granted under this Agreement relating to Content because those rights are found to be an infringement or contravention of the intellectual or other property rights of a third party or if the Member is otherwise in breach of any of the provisions of this Agreement.
(d) Administration Fee: The Cooperative will be entitled to further charge and deduct an administrative fee in respect of all payments made to the Member by way of wire transfer.
7. Access to Site and Member Content
(a) Member Name: The Member will be issued an account identified by an assigned Member Name and password for accessing and uploading Content to the Site.
(b) Access to Site and Passwords:The Member acknowledges and agrees that he or she will be responsible for each and every access or use of the Site, including for uploading any Content, through the Member’s account. The Member agrees that the Cooperative is authorized to accept the Member’s Member Name and password as conclusive evidence that the Member wishes to upload Content pursuant to this Agreement and the Cooperative shall have no liability or responsibility to monitor the provision of Content under the Member’s Member Name and password.
(c) Managing Content: The Cooperative is entitled, in its sole discretion, to accept or decline any Content. The Cooperative reserves the right to delete, move, refuse to accept or edit any Content or Descriptive Information that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its sole discretion, and the Member hereby agrees to forfeit any fees payable in respect of such Content to the Cooperative or as it may direct. The Cooperative shall have the right but not the obligation to correct any errors or omissions in any Content or Descriptive Information, as it may determine in its sole discretion. Notwithstanding that the Cooperative may review Content for the purposes of determining whether it will be Accepted Content for the purposes of this Agreement, the Cooperative cannot review all Content uploaded to the Site. The Cooperative shall not be responsible for the content, quality, or consequences of the Member uploading such Content. The Member acknowledges that any screening of Content performed by the Cooperative to determine Accepted Content is done as a courtesy only.
(d) Credit for Accepted Content: The Cooperative shall use commercially reasonable efforts to credit the Member as the source of Accepted Content, but shall have no liability for lack of credit. The Member acknowledges and accepts and therefore waives any right to object to the fact that it is common business practice for commercial uses that the creator of Content is not credited and that, in accordance with and subject to the terms of a Content License Agreement, Content may be modified, used in connection with sensitive topics and may be used or modified in ways that may be controversial.
(e) Deactivated Content: The Member shall be prohibited from licensing or giving or granting any rights to any Deactivated Content for so long as:
(i) the Deactivated Content has Related Content which has been submitted to STOCKSY; or
(iii) the Deactivated Content is subject to a Market Freeze Period pursuant to a User Member’s Content License Agreement,
in either of which cases the obligations of the Member under this Agreement shall continue to apply with respect to the Deactivated Content. Further, in order to allow the Cooperative to conclude or renew any permitted licensing of Accepted Content (including but not limited to any applicable Market Freeze Period) following deactivation, the Cooperative will retain electronic or digital archive copies of such Deactivated Content on its servers (or other active media to enable download) following termination, but will not promote, publish or offer such Deactivated Content to any other party for any other purposes whatsoever.
8. Representations and Warranties
(a) Member Representations and Warranties: In addition to any other representations and warranties of the Member contained in this Agreement, the Member hereby further represents and warrants as follows:
1. the Member meets the qualifications for Membership set out in the Bylaws;
2. the Member has the legal capacity and authority to enter into this Agreement; and
3. by entering into this Agreement the Member will not be in breach of any prior or extant representation agreement or licensing agreement with any stock image library, licensee, representative, agency, or other person in the world.
(a) Indemnification: The Member agrees to defend, indemnify and hold harmless the Cooperative and its affiliates, and their respective directors, officers, employees, members, owners, agents and licensees of Content (collectively, the “Indemnitees”) from and against all claims, damages, obligations, judgments, losses, liabilities or any other expenses (including attorney fees ad disbursements) or other liability arising from: (i) any use or alleged use of the Site or provision of Content under the Member’s Member Name by any person, whether or not authorized by the Member; (ii) any communication made or Content uploaded under the Member’s Member Name; (iii) any breach by the Member of this Agreement; or (iv) any claim threatened or asserted against any Indemnitee to the extent such claim is based upon a contention that any of the Content used within the scope of this Agreement infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual property rights of any third party. This indemnity will survive the termination of this Agreement.
(b) Control of Disputes/Litigation: The Cooperative reserves the right, at the Member’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, and in such case, the Member agrees to cooperate with the Cooperative's defense of such claim. The Member further agrees that the Cooperative shall have the right to determine whether and to what extent to proceed against a licensee or other third party (an “Infringing Party”) for any violation of a Content License Agreement or alleged infringement of other rights of the Member. The Member hereby releases the Cooperative from any and all claims that the Member might have, either directly or indirectly, arising out of or in connection with a determination by the Cooperative to proceed or not to proceed against any Infringing Party in any instance. The Cooperative hereby agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any such Infringing Party, to the extent such monies are intended to compensate the Cooperative for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis) incurred by or on behalf of the Cooperative in connection with such action, be divided between the Member and the Cooperative pursuant to the provisions of the Royalty Payments section above. If the Cooperative elects not to proceed against an Infringing Party, the Member shall have the right to proceed against such Infringing Party for such license violation or infringing action. The Member hereby agrees that any monetary recovery the Member may receive as a result of any legal action taken against any such Infringing Party, to the extent such monies are intended to compensate the Member for lost licensing fees or include statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis), be divided between the Member and the Cooperative pursuant to the provisions of the Royalty Payments section above.
10. Term and Termination
(a) Coterminous with Membership: This Agreement will remain effective until terminated. This Agreement shall be deemed to be immediately terminated upon the withdrawal or termination of the Member from Membership in the Cooperative pursuant to the Bylaws.
(b) Transition Period: Upon the termination of this Agreement, the grant of authority given to the Cooperative shall cease provided that:
1. the Cooperative shall remove Accepted Content from the Site and distribution partners within sixty (60) days of the termination of this Agreement;
2. notwithstanding termination, in order to allow the Cooperative to conclude or renew any permitted licensing of Accepted Content (including but not limited to any applicable Market Freeze Period) following termination, the Cooperative will retain electronic or digital archive copies of Accepted Content on its servers (or other active media to enable download) following termination, but will not promote, publish or offer such Accepted Content to any other party for any other purposes whatsoever;
3. the licensing of Accepted Content may result in payments to the Cooperative after termination, and the Cooperative will be entitled to retain its regular fee from such payments and will remit any royalty payments due to the Member pursuant to Section 6. Notwithstanding the minimum threshold for payment of royalties in Section 6, upon termination of this Agreement, all royalty amounts outstanding to the Member will be paid to the Member by the Cooperative within sixty (60) days following termination and the minimum threshold for payment will not apply;
4. the Cooperative will erase digital files, as applicable, following termination but the Cooperative will not return nor provide any digital files to the Member following termination.
(c) Set-Off Rights: Upon termination, the Cooperative will be entitled to retain all amounts owing to the Member for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for managing and terminating the Member’s Membership in the Cooperative.
(d) Rights Not Affected: Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by the Cooperative pursuant to this Agreement and a Content License Agreement and the obligations of the Member in Subsection 5(a)(ii) shall survive the termination of this Agreement for so long as any Accepted Content of the Member is subject to a Market Freeze Period pursuant to a User Member’s Content License Agreement. Further, the termination of this Agreement shall operate without prejudice to the Cooperative's rights, defenses and limitations of liability provided under this Agreement and all other Governing Documents, which rights, defenses and limitations of liability shall survive termination of this Agreement.
11. Disclaimers and Limitation of Liability
(a) THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY THE COOPERATIVE “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. THE COOPERATIVE DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
(b) THE MEMBER agreeS that neither THE COOPERATIVE nor its affiliates, nor any of their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (other than THE MEMBER, as applicable), shall be liable for any damages, whether direct, incidental, indirect or consequential, arising from, UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO THE MEMBER HEREUNDER, EVEN IF STOCKSY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
(c) EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, THE INDEMNITEES WILL NOT BE LIABLE TO THE MEMBER OR ANY OTHER THIRD PARTY CLAIMING THROUGH THE MEMBER FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR THE MEMBER’S USE OR INABILITY TO USE THE SITE OR THE CONTENT, WHETHER FRAMED AS A BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, IN TORT, CONTRACT, OR OTHERWISE. IN NO EVENT WILL THE INDEMNITIES' TOTAL MAXIMUM AGGREGATE LIABILITY TO THE MEMBER OR ANY THIRD PARTY CLAIMING THROUGH THE MEMBER ARISING FROM THIS AGREEMENT OR THE USE OF ANY CONTENT LICENSED HEREUNDER, EXCEED ONE THOUSAND DOLLARS ($1,000.00) REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS AND REGARDLESS OF THE NUMBER OF TIMES THAT ACCEPTED CONTENT IS LICENSED. THE FOREGOING EXCLUSIONS AND LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.
(d) CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO THE MEMBER. IN SUCH JURISDICTIONS, THE LIABILITY OF THE INDEMNITEES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
(e) The foregoing states the entire liability and obligation of the Cooperative and the other Indemnities, and the sole and exclusive remedy of the Member.
12. Applicable Law
(a) The Member acknowledges and agrees that this Agreement and all matters as to his or her access, delivery and use of the Site and/or 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 this Agreement and all matters as to the Member’s access, delivery and use of the Site and/or the Content or other materials shall be heard and decided exclusively before the courts located within the Province of Alberta, Canada and the Member irrevocably attorns and submits to the exclusive jurisdiction of the courts of the Province of Alberta and waive any right the Member might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.
(a) The Member specifically agrees and acknowledges that he or she has, in addition to the terms of this Agreement, reviewed the terms of the Governing Documents and any other agreements which may be incorporated by reference therein or herein, and to the extent of their incorporation in this Agreement, the Member agrees to be bound by them.
(b) This Agreement can be amended by the written agreement of the parties or, at the sole option of STOCKSY, by STOCKSY posting amendments on the Site. The continued provision of Content by the Member or the failure to terminate this Agreement within thirty (30) days of the posting of any such amendment by STOCKSY will be deemed to be acceptance of the amendment(s) by the Member and such amendment(s) will be incorporated by reference into this Agreement.
(c) The relationship between the Cooperative and the Member under this Agreement 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.
(d) No action or non-action of the Cooperative to exercise any power, right, privilege or remedy under this Agreement shall be construed as a waiver or amendment of this Agreement or preclude any other or further exercise of any such power, right, privilege or remedy.
(e) This Agreement shall inure to the benefit of, and be binding upon, the Cooperative and the Member, and its and the Member’s respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than the Cooperative and the Member, and its and the Member’s respective successors and assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement. The Cooperative shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Member shall have no right to assign any of his or her rights or obligations under this Agreement.
(f) 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. This Agreement 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 this Agreement shall not affect the validity or enforceability of the balance hereof. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.