Membership Agreement
MEMBERSHIP CONTRACT General Provisions 1. This Contract governs your membership in the Stock Sensation community, your special access to the StockSensation.com web site (the "Site") and your right to upload and download (subject to having the necessary credits) photographs, illustrations, audio and video files, code snippets and other Material ("Data Files") from the Site. 2. Stock Sensation reserves the right to change or modify all or any part of this Contract at any time, effective immediately upon posting on the Site. Your continued use of your membership confirms your acceptance of the terms and conditions in this Contract, including any changes or modifications made by StockSensation. If at any time the terms and conditions of this Contract are no longer acceptable to you, you must immediately cease use of the membership and the Site. Use of Content 3. The Site contains information, software, Data Files and other material (collectively the "Content") which is protected by copyright, trademark or other proprietary rights of StockSensation or other third parties (including other members). 4. You may only download Data Files in accordance with the terms of the Royalty Free License Contract. You may not publish, display, distribute, transmit, transfer, sell, copy, modify, create derivative works from, or exploit any Content, except as expressly permitted in this Contract and the Content License Contract. Content consisting of downloadable software may not be reverse engineered unless authorized by the owner of the software's patent or copyright. You may post on the Site any Data Files on the Site that you own, subject to the terms of the Upload Contract. Restrictions on Posting 5. You shall not post anything on the Site which is: (i) libelous, defamatory, abusive, threatening, pornographic, or obscene; (ii) contains viruses, Trojan horses, worms, malicious script or other contaminating or destructive features; (iii) violates third party rights, including any copyright, trademark, patent, trade secret or right of privacy; or (iv) violates any applicable law. Management of Data Files 6. StockSensation cannot review all Data Files uploaded by Members on the Site and is not responsible for the content of such Data Files. StockSensation reserves the right to delete, move or edit any Data File that it thinks does or may violate this Contract or is otherwise unacceptable. You remain solely responsible for all Data Files uploaded under your member name. StockSensation may, in its discretion, correct errors or omissions in any Data Files. No Representation 7. StockSensation does not represent the reliability of any Data File that you may download and any reliance by you upon such Data File is at your own risk. Indemnification 8. You agree to indemnify, defend and hold StockSensation, and its officers, directors, owners, agents, and licensors (collectively, the "StockSensation Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including legal fees) incurred by any StockSensation Party resulting from: (i) any use or alleged use of the StockSensation web site under your member name by any person, whether or not authorized by you; (ii) any Data File uploaded under your member name; or (iii) any breach of your warranties which are contained in this Contract. StockSensation reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case you agree to cooperate with StockSensation's defense of such claim. Cancellation of Service 9. StockSensation reserves the right to restrict, suspend or cancel your Membership at any time for any reason without prior notice or liability. StockSensation may change or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY 11. NEITHER STOCK SENSATION NOR ANY PROVIDER OF DATA FILES OR THEIR RESPECTIVE AGENTS WARRANT THAT THE SITE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES STOCK SENSATION, ANY THIRD PARTY PROVIDER OF DATA FILES OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SITE OR THE DATA FILES. THE SITE AND THE DATA FILES ARE DISTRIBUTED ON AN "AS IS, WHERE IS, AS AVAILABLE" BASIS. NEITHER STOCK SENSATION, THIRD PARTY DATA FILE PROVIDERS, NOR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SITE OR ANY DATA FILES DOWNLOADED THROUGH THE SITE. NEITHER STOCK SENSATION NOR ANY THIRD PARTY DATA FILE PROVIDER WARRANTS THAT ANY DATA FILES AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE AND ANY DATA FILES DOWNLOADED BY YOU IS YOURS. NEITHER STOCK SENSATION, ANY THIRD PARTY DATA FILE PROVIDER NOR THEIR AGENTS SHALL BE LIABLE FOR ANY ACT, DIRECT OR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SITE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Miscellaneous 12. You specifically agree and acknowledge that you have, in addition to the terms of this Contract, reviewed the terms of the Content Licence Contract, the Upload Contract and any other contracts which may be incorporated by reference therein. You further acknowledge that you agree to be bound by the terms of such agreements. 13. This Agreement will be governed under the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein. Each of the parties hereto does expressly submit to the jurisdiction of the Courts in the Province of Nova Scotia. If any provision of this Agreement is held invalid, the remainder shall continue in full force and effect.

Download Agreement
CONTENT LICENSE CONTRACT This Contract is between you and Stock Sensation (also sometimes referred to herein as "we", "us" and "our"). By downloading Content (as defined below) from this website, you agree to be bound by the terms of this contract with respect to such Content. Do not download Content if you do not accept these terms. This is a license, not a sale. You are permitted to use Content. We or our Members continue to own the intellectual property rights in the Content. Third parties who wish to use any Content must download it from the Stock Sensation website themselves. 1. This Contract governs your use of Stock Sensation's Content (namely, the photographic images, illustrations, animations, Flash files, or other material that you download from the Stock Sensation website in conjunction with entering into this Contract ("Content")). 2. You are hereby granted a perpetual, non-exclusive, non-transferable license to use Content on the terms and conditions contained in this Contract. You may only engage in expressly permitted activity with respect to Content. All other rights in and to the Content and accompanying materials, including, all intellectual property rights relating thereto, are retained by Stock Sensation or its Members, as the case may be. ALLOWED USES: 3. You may: (a) install Content in only one location; (b) physically transfer any Content and its archives from one location to another, provided that it may only be used in one location at a time; (c) make a single copy of Content solely for back-up purposes; you must reproduce all proprietary notices on this single back-up copy; (d) use any Content in the following applications: (i) advertising and promotional collateral and printed materials; (ii) online or electronic publications, including web pages to a maximum of 640 x 480 pixels @ 72 dpi; (iii) prints and reproductions for personal use; (e) create a Derivative Work (namely an original work within the meaning of the Copyright Act (Canada) which incorporates but is not substantially similar to the Content) by incorporating the Content into your own work; (f) use a Derivative Work in the same manner as permitted in section 3(d) above, and in items for resale; and (g) transfer files containing Content or Derivative Works to your clients, printers, or ISP for the purpose of reproduction, provided that such parties shall have no further rights to use the Content. PROHIBITED USES: 4. You may not provide a copy of Content, or any portions thereof, to anyone or allow anyone to gain access to the Content, or any portion thereof, except as permitted above. You may not do anything with Content that is not expressly permitted. You may not: (a) use any Content in design template applications for resale; (b) display any Content on websites designed to induce sales of "print on demand" products, including postcards, mugs, t-shirts, posters and other items; (c) use Content in any posters or other items for resale; (d) use Content or any part thereof as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo; (e) incorporate Content in any product that results in a redistribution of the Content; (f) use Content in a fashion that may be considered to be pornographic, obscene, defamatory or libelous in nature; (g) use any image in the Content that depicts a person to endorse a business, product or service; (h) use any image in the Content that depicts a person in a potentially sensitive subject matter; (i) if source code is contained within the Content or accompanying materials, reverse engineer, decompile, or disassemble any part of the source code; (j) remove any notice of copyright, trade-mark or other proprietary right from any place where it appears in the Content or its accompanying materials; (k) sub-license, sell, rent, lend, or otherwise distribute any Content; (l) post a copy of any Content on a network server or web server for use by other users; or (m) transfer the rights to any Content or accompanying materials, except as specifically provided for in this Contract. ADDITIONAL ROYALTY: 5. You agree that in the event that you or a Related Party (as defined in the Income Tax Act (Canada)) either individually or in combination reproduce the Content, or any part thereof, in excess of 100,000 times, you will pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 100,000 reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or websites. 6. You agree to notify StockSensation in the event that you (or a combination of you and Related Parties) reproduce any Content, or any part thereof, in excess of 100,000 times. Such notice must be sent to StockSensation every month in which the Content, or any part thereof, which you have reproduced over the term of this Contract in excess of 100,000 times is reproduced. Each such notice must contain the number of reproductions made in a particular month, provided that when you send the first such notice to StockSensation you need only disclose those reproductions made in combination by you and Related Parties which are in excess of 100,000. 7. StockSensation will invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt. TERM: 8. This Contract is effective until terminated. You can terminate this Contract by destroying the Content, and any related Derivative Works, and any copies of it or accompanying materials, and ceasing to use the Content, and any Derivative Works related thereto. This Contract will also terminate upon your failure to comply with the terms herein. You agree, upon termination of this Contract, to destroy all copies of any Content, and any related Derivative Works, to cease using the Content, and any related Derivative Works, and to confirm to StockSensation in writing that you have complied with these conditions. 9. Termination of this Contract does not relieve you of your responsibilities to pay any amounts due to StockSensation or your obligations not to use the Content, or any related Derivative Works, other than as permitted under this Contract. REPRESENTATIONS AND WARRANTIES: 10. The StockSensation website acts as an exchange of Content between those who provide Content to the website (our Members) and those who wish to use such Content. Accordingly, StockSensation makes no representation or warranty that any Content provided is royalty free. 11. Statements regarding any rights and ownership of the Content are provided as a reference only and questions regarding the usability for any purpose or proposed use should be directed to the party who provided the Content to our website. 12. THE CONTENT AND ANY ACCOMPANYING MATERIALS ARE PROVIDED "AS IS" WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. StockSensation DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT YOURS. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT StockSensation) ASSUME THE ENTIRE COST OF ALL NECESSARY CORRECTIONS. LIMITATION OF REMEDIES & LIABILITY: 13. StockSensation's entire liability and your exclusive remedy, with respect to any claims arising out of your use of Content or accompanying material, or out of your actions in downloading Content, are as follows: (a) You may, upon request to StockSensation, be permitted to download the Content again, at a location StockSensation will provide for you; (b) If you continue to be unable to download the Content, StockSensation will refund the fee actually paid by you in respect of the use of such Content, provided StockSensation determines that you have been unable to download such Content successfully. 14. IN NO EVENT SHALL StockSensation OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS CONTRACT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. 15. THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS CONTRACT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OF THE CONTENT IN ANY MANNER WHATSOEVER IS TO BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO STOCK SENSATION UNDER THIS CONTRACT IN RESPECT OF THE USE OF THE CONTENT. INDEMNIFICATION: 16. You agree to indemnify and hold StockSensation harmless against all claims or liability asserted against StockSensation arising out of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Contract. GENERAL: 17. If any provision or part of this Contract is unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. 18. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Contract. JURISDICTION & ARBITRATION: 19. This Contract will be governed under the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). This Contract will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use. 20. Any disputes arising out of, or in connection with this Contract, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Halifax, Nova Scotia, pursuant to the applicable legislation in effect at the time arbitration is demanded. 21. If Stock Sensation is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Stock Sensation for its legal fees, costs and disbursements if Stock Sensation is successful. 22. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTRACT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE CONTRACT BETWEEN YOU AND STOCK SENSATION, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR CONTRACT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND STOCK SENSATION RELATING TO THE SUBJECT OF THIS CONTRACT.