LocalPix Legal

This stuff is pretty important so we recommend you read it thoroughly and don’t skip any parts as it may effect you later on.

Our Content License Agreement outlines the available licenses, rights and ownership details, and the permitted uses of each license. The document covers the standard Royalty-free License as well as the Extended License options.

  1. Parties and Background of Agreement
    2. Grant of Sublicense
    3. Prohibited Uses
    4. Payments and Pricing
    5. Ownership and Intellectual Property
    6. Representations and Warranties
    7. Indemnification
    8. Limitations and Disclaimers
    9. Limited Warranty
    10. Term and Termination
    11. Miscellaneous

 

PLEASE READ THIS AGREEMENT (THE “AGREEMENT”) CAREFULLY. THIS AGREEMENT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS AND CONSTITUTES A BINDING AGREEMENT BETWEEN LOCALPIX  AND ANY MEMBER (A “USER MEMBER”) WHO DOWNLOADS A PHOTOGRAPH  OR VIDEO (THE “CONTENT”) FROM THE WWW.LOCALPIX.CA WEBSITE (THE “SITE”). THE USER MEMBER ACKNOWLEDGES AND AGREES THAT, BY USING OR PAYING FOR ANY CONTENT FROM LOCALPIX, THE USER MEMBER SHALL BE BOUND BY AND COMPLY WITH ALL OF THE TERMS OF THIS AGREEMENT, AND THAT THIS AGREEMENT APPLIES TO ANY CONTENT THAT THE USER MEMBER DOWNLOADS. IF YOU DO NOT AGREE WITH ANY OF THE APPLICABLE TERMS, DO NOT OBTAIN OR USE ANY CONTENT FROM LOCALPIX. WE ENCOURAGE YOU TO KEEP A COPY OF THIS AGREEMENT FOR YOUR RECORDS.

This Agreement incorporates by reference the Terms of Use located on the Site (the “Terms of Use”). You acknowledge that you have read, understand and accept the Terms of Use. In the event of a conflict between this Agreement and the Terms of Use, the terms of this Agreement shall govern.

  1. Parties and Background of Agreement

This Agreement is a binding legal agreement between LOCALPIX and any User Member of the Site who desires to download and use Content.

(a) Content on the Site is sublicensed by LOCALPIX from individuals holding a cooperative Membership in LOCALPIX (the “Artist Members”). The Content is owned by such Artist Members. In uploading Content, Artist Members authorize LOCALPIX to grant licenses to use their Content to Member Users, in accordance with the terms and conditions of this Agreement.

(b) For purposes of this Agreement, “you” or “User Member” means either: (a) the individual listed as the registrant of the Membership Account through which the Agreement and the license(s) granted hereunder are entered (a “Registrant”), or (b) if a Registrant is entering into this Agreement and the license(s) granted hereunder are for the benefit of, and/or as an agent on behalf of, Registrant’s employer (“Employer”) and/or a third party (“Principal”) then such Employer or Principal. If a Registrant is entering into this Agreement and the licenses hereunder for the benefit of, and/or as an agent on behalf of an Employer and/or a Principal, then the Registrant: (a) represents and warrants that such Principal and/or Employer has authorized the Registrant to enter into this Agreement, that the licenses granted hereunder are on that Principal’s and/or Employer’s behalf, that such Principal and/or Employer has agreed to be bound hereby and that the Registrant has actual and express authority to act on behalf of and bind such Principal and/or Employer to the terms of this Agreement; (b) the Content (and any use thereof) is solely for the benefit of the Employer and or the Principal and that the Registrant will not use the Content or (any use thereof) for the benefit of any other person or entity without entering into a separate license with LOCALPIX, and (c) the Registrant will comply with the terms and conditions of this Agreement and will be jointly and severally liable for any breach of the terms of this Agreement by the Principal and/or the Employer.

 

  1. Grant of Sublicense

Subject to the terms and conditions of this Agreement, LOCALPIX hereby grants to the User Member a non-exclusive, perpetual, worldwide, non-transferable sublicense to use, reproduce or display the Content in accordance with the sublicense option(s) selected by the User Member as each option is described below. The User Member acknowledges and agrees that, except for the rights specifically sublicensed under this Agreement, the User Member shall not have any right, title or interest in or to, and in any event shall have no ownership of, the Content, including any copyright and other intellectual property rights.

(a) Basic License – Permitted Uses: Subject to the provisions of this Agreement (and any other agreements or policies incorporated herein by reference) as well as the restrictions described under Section 3 (Prohibited Uses), the User Member is granted a non-exclusive sublicense and may reproduce, publicly display, make certain works derived from, and distribute the Content for the uses permitted below, and may distribute such works, subject to the following limits:

(i) advertising, editorial and promotional projects, including hard copy printed materials, product packaging, presentations, advertising, editorial and promotional purpose film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale, license or other distribution) up to 250,000 copies;

(ii) an unlimited number of impressions for the purpose of on-line, electronic, and mobile publications and mobile applications, including web pages and advertising, promotional and editorial projects, to a maximum of 800 x 600 pixels for image or illustration Content and 1280×720 pixels for video content (regardless of the resolution of the Content available for downloading from the Site) (unlimited copies); and

(iii) an unlimited number of impressions, but only in a modified or derivative form, for the purpose of on-line, electronic, and mobile publications and mobile applications, including web pages and advertising, promotional and editorial projects, to a maximum of 1920 x 1080 pixels for image or illustration Content and 1920×1080 pixels for video content (regardless of the resolution of the Content available for downloading from the Site) (unlimited copies).

Unless a User Member has purchased an Extended License or a Product License as described below, the User Member may not do anything with the Content that is not expressly permitted in the preceding paragraphs. For greater certainty, the User Member may not:

  1. use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
  2. use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit, including using or displaying the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters, electronic templates, and other items; and install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users.

(b) Extended License – Permitted Uses: A User Member may acquire an Extended License which permits the User Member, subject to the provisions of this Agreement (and any other agreements or policies incorporated herein by reference) as well as the restrictions described under Section 3 (Prohibited Uses), to use Content for certain permitted purposes. The User Member is granted the rights available under the Basic License, in addition to and as amended by the rights and uses associated with the applicable Extended License. In each case, the User Member will be required to pay an additional fee for such usage under an Extended License. An Extended License may be acquired by the User Member to reproduce, publicly display, make certain works derived from, and distribute the Content for the uses permitted below, and may distribute such works, subject to the following limits:

(i) Unlimited Printing:

  1. unlimited copies of advertising and promotional projects, including hard copy printed materials, product packaging, presentations, advertising and promotional film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (i.e. not for resale, license or other distribution); and
  2. unlimited copies of hard copy prints, posters and other reproductions for personal use, but not for resale, license or other distribution.

(ii) Products for Resale License:

Allows for incorporation of Content into paper, non-paper, print, and electronic products intended for resale. Such products include but are not limited to posters, calendars, stationery items, photo books, stickers, mugs, T-shirts, other apparel, mousepads, games, toys, framed artwork, screensavers, web site or presentation templates, wallpapers, application or other software products, or content used in connection with mobile devices for resale or any other distribution for profit.

 

(iII) Multi-Seat (Unlimited):

Allows for an unlimited number of users to install or use the Content within your organization, provided all such users are either employees or agree with STOCKSY to be bound by this Agreement, and that you remain liable for all use by such additional users.

In addition to the rights granted under each of the license options above, the User Member shall have the right to transfer files containing the Content or permitted derivative works to employees, or have the Content reproduced by subcontractors, provided that such employees and subcontractors agree to abide by the restrictions of this Agreement. The User Member may also convey to a third party (such as a printer) temporary copies of the Content that are integral to the work product and without which the work product could not be completed. Third parties, employees and subcontractors shall have no further or additional rights to use the Content and shall not access or extract it from any other file provided. The User Member may also create a digital library, network configuration or similar arrangement to allow the Content for the purpose of allowing such Content to be viewed by its employees, partners and clients.

 

  1. Prohibited Uses

Except as expressly permitted in Section 2 above, the User Member shall have no right to sell or otherwise distribute the Content or any reproductions thereof to any third parties, whether alone or incorporated or together with or onto any item of merchandise or other work of authorship, in any media or format now or hereafter known. The User Member shall have no right to grant further sublicenses. Without limitation to any aforementioned restrictions, the User Member acknowledges, agrees and warrants that he or she shall not:

(a) sublicense, sell, assign, convey or transfer to any third party the Content or any rights thereto under this Agreement or sell, license or distribute Content or any modified Content as stand-alone files or as part of an online database or any other database, or any derivative product containing the Content in such way that would allow a third party to download, extract or access the Content as a stand-alone file;

(b) share the Content with any other person or entity except as expressly permitted under this Agreement;

(c) use the Content in a way that is considered by LOCALPIX in its sole discretion, or under applicable law, that may be considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;

(d) post the Content online in downloadable format, post the Content on an electronic bulletin board or enable the Content to be distributed via mobile telephone devices or shared in any peer-to-peer or similar file sharing arrangement;

(e) download or store the Content on more than one computer at the same time, except that the User Member may make a single backup copy to be stored on media separate from the single permitted computer;

(f) use, reproduce, distribute or display the Content in connection with any goods or services intended for resale or distribution which primary value lies in the Content itself, including, without limitation, mugs, t-shirts, posters, greeting cards, posters or other merchandise, and any of the foregoing in “print on demand” or tangible or electronic formats, as applicable;

(g) use, reproduce, distribute or display the Content (including, without limitation, by itself or in combination with any other work of authorship) in any manner that is libelous or slanderous or otherwise defamatory, obscene or indecent;

(h) remove any notice of copyright, watermark, trademark or other intellectual property right, or other information that may appear on, embedded in, or in connection with the Content in its original downloaded form, it being understood that the User Member shall reproduce any and all such notices in any backup copy of the file comprising the Content that the User Member makes;

(i) incorporate the Content into a trademark, business name, design mark, service mark or logo;

(j) take any action in connection with the Content that violates any law, regulation or statute in an applicable jurisdiction;

(k) use the Content in an editorial manner, without the following credit adjacent to the Content or in audio/visual production credits: “© [Name of Artist Member] / LocalPix”;

(l) take any action in connection with the Content that violates or infringes the intellectual property or other rights of any person or entity, including, without limitation, the moral rights of the creator of the Content and the rights of any person who, or any person whose property, appears in the Content;

(m) use or display the Content in a way that would reasonably imply that the creator of the Content, or the persons or property appearing in the Content (if any) uses or personally endorses any business, product, service, cause, association or other endeavour; or

(n) use any Content that includes an identifiable model over the age of 18 in a manner that depicts such person in a potentially sensitive subject matter, from the perspective of a reasonable person; including, but not limited to sexual activity or implied sexual activity, HIV/AIDS, substance abuse, sensitive health issues, promotion of tobacco use, political endorsements, or any implication that the model engages in activity that is immoral or illegal. The sole exception to this restriction is any content where it is clear that the intended purpose of the image is to convey such a sensitive use.

(o) use any Content that includes a model under the age of 18 in any manner described in (n) above or in any sexual manner, including but not limited to issues of sexual abuse, human trafficking, sexually transmitted infections, abortion, sexual violence, and any sexual activity or contact.

  1. Payments and Pricing

Each time the User Member downloads and licenses Content the User Member agrees to pay all fees and charges associated with the order and that all such fees and charges and additional amounts (including taxes and late fees, as applicable) will be charged to a credit card or other payment method the User Member has selected from his or her Membership Account information. The User Member shall pay to LOCALPIX a sublicense fee in accordance with LOCALPIX’s Standard pricing and payment policies. Without limitation, the User Member is responsible for reporting and payment of any taxes applicable to his or her license and use of Content.

 

  1. Ownership and Intellectual Property

Each Artist Member retains all right, title and interest in and to Content provided by such Artist Member, including but not limited to all copyrights, patent rights, trademarks, trade secrets and all other property rights. The User Member acknowledges and agrees that, except for the licenses granted by this Agreement, no rights in any Content are granted to the User Member. LOCALPIX and/or its Artist Member (as applicable) shall retain the right to use, reproduce or display the Content.

 

  1. Representations and Warranties

In addition to the representations and warranties made by the User Member above, each of LOCALPIX and the User Member hereby represent and warrant that it, or he or she, has the right to enter into this Agreement.

 

  1. Indemnification

The User Member agrees to defend, indemnify and hold harmless LOCALPIX 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 the User Member’s breach of any of his or her representations, warranties or obligations under this Agreement, and from any and all uses of the Content, 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 whether or not intentional. LOCALPIX shall have the right, in its sole discretion, to control the defense of any claim, action or matter subject to indemnification by the User Member with counsel of its own choosing. The User Member shall fully cooperate with LOCALPIX in the defense of any such claim, action or matter. This indemnity will survive the termination of this Agreement.

 

  1. Limitations and Disclaimers

This Section 8 is subject to the limited warranty provided in Section 9 below, and shall not derogate from any of the provisions contained in such Section 9.

THE USER MEMBER AGREES THAT NEITHER LOCALPIX 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 OR NON-USE OF THE CONTENT, EVEN IF SUCH PARTIES HAVE BEEN ADVISED, OR ADVISED OF THE POSSIBILITY, OF SUCH DAMAGES.

THE CONTENT IS PROVIDED “AS IS” AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. LOCALPIX 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 THE PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE QUALITY OF SUCH CONTENT BE DEFECTIVE YOU (AND NOT ANY OF THE INDEMNITEES) ASSUME THE ENTIRE RISK AND COST OF ALL CORRECTIONS. NOTWITHSTANDING ANY OTHER TERM HEREIN, LOCALPIX MAKES NO WARRANTIES, NOR SHALL LOCALPIX BE LIABLE, FOR ANY CLAIMS RELATED TO OR ARISING FROM YOUR USE OF CONTENT WHICH: (I) HAS BEEN MODIFIED BY YOU, (II) HAS BEEN COMBINED BY YOU WITH OTHER CONTENT, PRODUCTS, TEXT, CONTENT OR MATERIALS.

Without limiting the foregoing, the User Member acknowledges that: (i) LOCALPIX generally does not have releases for the trademarks, logos or other intellectual property of other parties that may be depicted in some Content. The procuring of such releases is the responsibility of the User Member; and (ii) LOCALPIX generally does not have releases from property owners, manufacturers or designers of commercial products such as (without limitation) automobiles, aircraft, packaged products, designer clothing, etc. that are depicted in some Content as it is generally not possible for any stock image library or artist to get blanket releases for such products. The procuring of such releases, which may sometimes be obtained on a case-by-case basis, is the responsibility of the User Member.

 

  1. Limited Warranty

(a) Subject to the terms and conditions contained in this Agreement, including without limitation the provisions relating to limitation of liability in this Section 9, LOCALPIX hereby represents and warrants that, notwithstanding anything to the contrary in Section 8 above (Limitations and Disclaimers), the use by the User Member of the Content as provided and as authorized hereunder shall not infringe or violate the intellectual property rights, publicity rights or privacy rights of any third party, and that all necessary model and property releases have been properly obtained in respect of such Content.

(b) Subject to subsections (c), (d) and (e) below, LOCALPIX agrees to defend, indemnify and hold harmless the User Member from and against all damages, liabilities and expenses (including reasonable legal fees) arising directly from any actual or threatened lawsuit, claim or legal proceeding (collectively, a “Claim”) commenced by a third party against the User Member arising from a breach of the representations and warranties set forth in subsection (a) above; conditioned upon and provided that the User Member gives LOCALPIX (i) prompt written notice of any threatened Claim known to the User Member or any suit or proceeding actually initiated against the User Member, (ii) full information, assistance and cooperation for the defense or settlement thereof, and (iii) at LOCALPIX’s option, sole control of any defense, settlement or action related thereto; and further provided that the use and/or distribution by the User Member of the Content has been at all times in accordance with the terms and conditions of this Agreement and that the User Member is not otherwise in breach of this Agreement.

(c) LOCALPIX nor any other Indemnitee shall have any liability for, and LOCALPIX’s obligations under subsection (b) above shall not apply to: (i) any damages, liabilities or expenses incurred by the User Member prior to its notification of the Claim to LOCALPIX; and/or (ii) any Claim based on or arising out of: (1) the modification by the User Member of the Content; (2) the combination of the Content with any other work(s); and/or (3) the context in which the Content has been used by the User Member.

(d) EXCEPT FOR ANY LIABILITY WHICH CANNOT BY LAW BE EXCLUDED OR LIMITED, THE INDEMNITEES WILL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY CLAIMING THROUGH YOU FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR YOUR 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 YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT OR THE USE OF ANY CONTENT LICENSED HEREUNDER, EXCEED TEN THOUSAND DOLLARS ($10,000.00) REGARDLESS OF THE NUMBER OR TYPE OF CLAIMS AND REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM LOCALPIX. THE FOREGOING EXCLUSIONS AND LIMITATIONS ARE APPLICABLE NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE.

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 YOU. 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 LOCALPIX and the other Indemnitees, and the sole and exclusive remedy of the User Member, with respect to any breach of the representations and warranties contained in subsection (a) above.

(f) LOCALPIX is relying on the representations and warranties made by Artist Members regarding the Content and their compliance with LOCALPIX’s Member Supply Agreement and the Terms of Use, including the non-infringement of Content, and LOCALPIX does not have the right or ability to control the Content for purposes of the Digital Millennium Copyright Act or any claim of liability made by any third party against LOCALPIX. LOCALPIX does not act as agent for Artist Members who license Content or User Members who use the Content, and, except as specifically set forth in this Section 9, does not guarantee the quality, title, or legality of the Content, or the truth or accuracy of listings associated with the Content. Accordingly, except with respect to claims arising from the breach by LOCALPIX of the warranties set forth in subsection (a) above, you hereby irrevocably and unconditionally release and waive any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, that you may have or assert against LOCALPIX relating to or arising out of the purchase of a license to or the use of the Content.

 

  1. Term and Termination

This Agreement shall continue in perpetuity unless terminated in accordance with this Section 10. LOCALPIX at any time may terminate this Agreement with respect to any Content in the event of any breach by the User Member of any of his or her representations, warranties or obligations under this Agreement. The User Member may at any time terminate this Agreement. Each of LOCALPIX and the User Member shall notify the other in the event it, he or she terminates this Agreement.LOCALPIX shall also have the right, in its sole discretion, to deny the downloading of any Content from the Site. Upon termination of a license for any particular Content, the User Member shall immediately cease using such Content, destroy, or upon the request ofLOCALPIX return the Content toLOCALPIX, delete or remove the Content and all derivative works and related materials (if any), in his or her possession or control and shall ensure that its clients and customers do likewise. Termination of this Agreement shall not relieve the User Member from any payment obligations that may have arisen prior to such termination. Further, the termination of this Agreement shall operate without prejudice to LOCALPIX’s rights, defenses and limitations of liability provided under this Agreement, which rights, defenses and limitations of liability shall survive termination of this Agreement.

 

  1. Miscellaneous

By downloading and using the Content, the User Member acknowledges and agrees that this Agreement and all matters as to his or her access 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 your access 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 you irrevocably attornand 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 LOCALPIX and the User 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. The User Member agrees that he or she 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 LOCALPIX 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.

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

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.

YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS AGREEMENT AND AGREE TO BE BOUND THEREBY. YOU ACKNOWLEDGE AND AGREE THAT EACH TIME YOU 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 THE TERMS OF THIS AGREEMENT AND THE TERMS OF USE. THIS AGREEMENT INCORPORATES THE ENTIRE UNDERSTANDING OF THE PARTIES AND SUPERSEDES ALL PRIOR AGREEMENTS BETWEEN THE PARTIES PERTAINING TO THE SUBJECT MATTER OF THIS AGREEMENT, WRITTEN OR ORAL, AND SUCH PRIOR AGREEMENTS (IF ANY) ARE HEREBY CANCELED.

As most websites do, we collect some personal information from you as a member and user of the LocalPIx website. Because of this, we want to assure you that we have your best interest in mind and we’ve outlined our dedication to protecting your privacy in the document below.

In essence, we will never sell your information to 3rd parties and we will take all necessary measures to ensure that your information is safe and secure.


Collection of Information by LOCALPIX
Information That Will be Provided to LOCALPIX
Email
Cookies and Tracking Technologies
Sharing of Information
Security of Information
Minors
Conditions of Use
Changes to this Privacy Policy

THIS PRIVACY POLICY SETS OUT THE PRACTICES OF LOCALPIX WITH RESPECT TO THE COLLECTION AND USE OF PERSONAL INFORMATION.  this privacy policy may be changed from time to time BY LOCALPIX, AT ITS SOLE DISCRETION. LOCALPIX ENCOURAGES VISITORS TO AND USERS OF THE www.localpix.ca website (the “Site”) TO REGULARLY REVIEW THE CURRENT PRIVACY POLICY.  THE MOST CURRENT VERSION OF THIS PRIVACY POLICY WILL BE LOCATED AT https://localpix.ca./license-agreement

 

1. Collection of Information by LOCALPIX

LOCALPIX will only collect Personal Information (Personal Information being any information that either identifies or can be used to identify, contact, or locate the person about whom the information is about) that is relevant to the purposes of the Site and to enable LOCALPIX to do business with you.

 

2. Information That Will be Provided to LOCALPIX

(a) General: LOCALPIX receives and stores any information you enter on the Site or provide to LOCALPIX in any other way. While you can choose not to provide STOCKSY with certain information, this may limit your ability to use some features available from LOCALPIX.

(b) Registration Information: To use the services provided by LOCALPIX you will be required to register as a member and to complete a registration form that contains certain personal information including your name, phone number, address, email address and links to your social media accounts.  If you are a contributing artist member, you may be asked to provide additional information such as your portfolio. LOCALPIX may also enable you to provide additional information about yourself, such as a bio, or to choose to include photos of yourself in your member profile. By registering with LOCALPIX you consent to the use of your personal information as indicated in this Privacy Policy.  You may correct, amend or update your personal information and change other privacy preferences at any time by signing into your account.

(c)  Billing and Payout Information:  In completing transactions for products and services with LOCALPIX, the following Personal Information will be collected from you:

(i) billing information such as the number, expiration date, card type and billing address of your credit card;

(ii) demographic information such as a company name or type, job title and job description; and

(iii) for artist members, payment information such as a payout method (specific account information).

Although LOCALPIX may need to collect credit card information from its members, such information is collected by way of an encrypted secure socket layer technology (SSL) pass-through. LOCALPIX will not store any member’s credit card information on its systems.

(d) Information Collected Automatically: LOCALPIX will receive and store certain information whenever you interact with LOCALPIX through the Site, including the following:

(i) LOCALPIX automatically receives and records certain “traffic data” on their server logs from your browser including your IP address, LOCALPIX related cookie information, and the page you requested. This traffic data is used by LOCALPIX to help diagnose problems with its servers, analyze trends and administer the Site;

(ii) LOCALPIX may collect and, on any page, display the total counts that page has been viewed, including member profile pages; and

(iii) you should be aware that there are programs offered by certain companies that help you to visit websites anonymously. By using such programs, however, LOCALPIX will not be able to provide you with a personalized experience.

 

3. Email

(a) Email Communication from LOCALPIX: LOCALPIX will use your email address to notify you of LOCALPIX-related news, products, offers, surveys or promotions or of actions that have been performed to the Site.  If you do not want to receive such notifications from LOCALPIX, you will be able to log into your member account and disable certain email options or click the unsubscribe link at the bottom of the email you received from LOCALPIX.

(b) Sharing of your Email Address: LOCALPIX will not provide your email address to a third party except as described in Section 5 below (Sharing of Information).

 

4. Cookies and Tracking Technologies

Cookies are alphanumeric identifiers that the Site transfers to your computer’s hard drive through your Web browser to enable LOCALPIX’s systems to recognize your browser and tell LOCALPIX how and when pages in the Site are visited and by how many people. LOCALPIX cookies do not collect personal information, and LOCALPIX does not combine information collected through cookies with other personal information to tell LOCALPIX who you are or what your screen name or email address is.  Most web browsers can either alert you to the use of cookies or allow you to fully disable cookies. LOCALPIX recommends that you leave the cookies activated as rejecting cookies may affect your ability to use the Site.

 

5. Sharing of Information

LOCALPIX will not rent or sell your Personal Information to anyone and LOCALPIX will share your Personal Information only as described below:

(a)  Personnel of LOCALPIX: The personnel and authorized consultants and/or contractors of LOCALPIX may have access to user information if necessary in the normal course of LOCALPIX’s business.

(b)  Agents and Other Service Providers:  One or more outside credit card processing companies will be used by LOCALPIX to bill you for the goods and services offered by LOCALPIX. LOCALPIX will also share Personal Information with certain companies that will perform services on behalf of LOCALPIX from time to time.  We require any company with which we may share Personal Information to protect that data in a manner similar to this Privacy Policy and to limit the use of such Personal Information to the performance of the services being provided to LOCALPIX.

(c)  Protection of LOCALPIX and Others: LOCALPIX may release personal information when it believes in good faith that release is necessary to: comply with any law, order rule or regulation; to enforce the Terms of Use and other policies of LOCALPIX from time to time; or to protect the rights, property, or safety of LOCALPIX, its members, its employees, or others. For example, LOCALPIX may exchange information with other companies and organizations for fraud protection and credit risk reduction.

(d)  Member Profile Information: Information collected during registration and visits to the Site, such as your full name and location, may be displayed to other LOCALPIX users in your member profile. The member profile area allows you to give other LOCALPIX members additional information about yourself, but you control what Personal Information is included and displayed.

(e)  With Your Consent:  Except as noted above, we will contact you when your Personal Information is shared with third parties or used for a purpose incompatible with the purpose(s) for which it was originally collected.  You will be able to opt out to prevent the sharing of this information, however, opting out may impact your ability to use the Site and the services provided by LOCALPIX.

 

6. Security of Information

(a)  Passwords: Your LOCALPIX member account information is protected by a password for your privacy and security. You should protect against unauthorized access to your password and to your computer by using a strong alpha-numeric password and by logging off once you have finished using a shared computer.

(b)  Access by LOCALPIX Employees:  Only employees of LOCALPIX who need personal information to perform a specific job (for example, a customer service representative) are granted access to your member account information. All of LOCALPIX’s employees will be kept up to date on our privacy and security practices.

(c)  Encryption of Sensitive Data: When you enter sensitive information (such as a credit card number) through our Site, LOCALPIX encrypts that information using secure socket layer technology (SSL).  As noted above, collection of credit card information from LOCALPIX’s members is collected by way of an encrypted secure socket layer technology (SSL) pass-through and LOCALPIX will not store any member’s credit card information on its systems.

(d)  Disclaimer:  Although LOCALPIX will use commercially acceptable methods to protect all Personal Information submitted to it, you should be aware that no method of transmission over the Internet, or method of electronic storage, is completely secure. LOCALPIX cannot guarantee the absolute security of such Personal Information.

 

7. Minors

You must be 18 years and older to register to use the Site and so LOCALPIX has no intention of soliciting or collecting Personal Information from anyone under that age. If LOCALPIX learns that it has collected information from a minor under the age of 18, LOCALPIX will delete that information as quickly as possible. If you are under the age of 18, do not enter any information on our Site.

 

8. Conditions of Use

If you decide to visit the Site, your visit and any possible dispute over privacy is subject to this Privacy Policy and our Terms of Use, including limitations on damages, arbitration of disputes, and application of Alberta law.

 

9. Changes to this Privacy Policy

LOCALPIX may amend this Privacy Policy from time to time, at its sole discretion. If LOCALPIX makes changes to the Privacy Policy, LOCALPIX will notify you by posting an announcement on the Site so you are always aware of what information we collect, how we use it, and under what circumstances if any, it is disclosed. You will be deemed to have been made aware of, and will be subject to, any material changes to this Privacy Policy after such notice has been posted.  Use of information collect by LOCALPIX will be subject to the Privacy Policy in effect at the time such information is used, regardless of when the information was collected.

This Privacy Policy is effective as of March 25, 2013

LOCALPIX takes the privacy of its members seriously.  If you have any questions or concerns about this Privacy Policy you are encouraged to contact us at support@localpix.ca

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 LOCALPIX, 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 STOCKSY 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.localpix.ca 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.localpix.ca website, access to web mail, forums and training materials, if any, and any and all other services offered by LOCALPIX on or through the www.localpix.ca website (the www.localpix.ca 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 LOCALPIX, 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. LOCALPIX 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, LOCALPIX 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 LOCALPIX 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), LOCALPIX 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 STOCKSY. 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 LOCALPIX. 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 LOCALPIX 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 LOCALPIX at support@localpix.ca. 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 LOCALPIX to locate the material;

(d) information reasonably sufficient to permit LOCALPIX 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 LOCALPIX 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. LOCALPIX 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.

LOCALPIX 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 LOCALPIX 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 LOCALPIX). LOCALPIX 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 LOCALPIX 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 LOCALPIX shall have no responsibility for any material or content on websites from which you may be hyperlinked or otherwise be directed to the Site. LOCALPIX does not control such third party websites and the existence of any such hyperlinks does not imply any endorsement or affiliation with LOCALPIX.

You acknowledge and agree that LOCALPIX 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 LOCALPIX may also store personal information about you on its computers within or outside Canada. By using this Site you acknowledge and agree that LOCALPIX 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 LOCALPIX, its members, users or the general public. LOCALPIX will take precautions to protect your personal information, however, LOCALPIX cannot guarantee that such personal information will be confidential and secure. LOCALPIX 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 LOCALPIX’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 LOCALPIX 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 LOCALPIX, and the Membership Password selected by you and approved by LOCALPIX 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 LOCALPIX may rely on the use of your Membership Account, Membership Name or Membership Password as conclusive evidence that you have used the Site. LOCALPIX 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 LOCALPIX or others due to such unauthorized use or breach of security.

 

9. Indemnification

You agree to defend, indemnify and hold harmless LOCALPIX 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. LOCALPIX 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 LOCALPIX 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 LOCALPIX 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 LOCALPIX 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, LOCALPIX MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE WWW.LOCALPIX.CA WEBSITE OR THE SERVICES ON THE WWW.LOCALPIX.CA WEBSITE, OR ANY CONTENT OR OTHER MATERIALS AVAILABLE ON THE WWW.LOCALPIX.CA 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.

LOCALPIX 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. LOCALPIX 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 STOCKSY at agent@stocksy.com. In the event termination is by LOCALPIX, LOCALPIX shall notify you of such termination. LOCALPIX 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 LOCALPIX 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 LOCALPIX 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 LOCALPIX 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, LOCALPIX 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 LOCALPIX 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. LOCALPIX 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 LOCALPIX, 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 LOCALPIX 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