In order to make sure your rights are covered and that Sacred Stock is too, we need you to agree to the Contributor Supply Agreement below. It's a very important part of being a contributing member and outlines the rights, ownership, and obligations to Sacred Stock.
1. Background
2. Definitions
3. Supply of Artistic Content by Contributor
4. Warranty as to Contributor Content
5. Appointment and Role of Sacred Stock
6. Royalty Payments
7. Access to Site and Contributor Content
8. Representations and Warranties
9. Indemnity
10. Term and Termination
11. Disclaimers and Limitation of Liability
12. Applicable Law
13. Miscellaneous
1. Background
(a) Membership Obligations: As a contributing member to Sacred Stock (the “Platform” or “Sacred Stock”), the Contributor is required to execute and deliver this Agreement (the “Agreement”) in favour of Sacred Stock. This Agreement governs the terms by which the Contributor will supply artistic content, on a non-exclusive basis, for license, transmission and distribution through the website located at https://sacredstock.com (the “Site”).
(b) Governing Documents: This Agreement supplements and is in addition to the rights, obligations and responsibilities of the Contributor under any applicable Membership Agreement, the governing documents or rules for contributing members (the “Rules”), and the Terms of Use generally applicable to all users of the Site. Without limiting the foregoing, this Agreement incorporates by reference the Terms of Use located on the Site (the “Terms of Use”) and the Contributor acknowledges that they 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.
2. Definitions
(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 Rules. When used in this Agreement, the following words have the following meanings:
“Accepted Content” means any Content that has been delivered by the Contributor to Sacred Stock and which has been accepted by Sacred Stock, in its sole discretion, as being suitable for inclusion on the Site;
“Rules” has the meaning ascribed thereto in subsection 1(b);
“Content” means original intellectual property to be supplied by the Contributor to Sacred Stock, which may include (without limitation) images, illustrations, and video;
“Content License Agreement” means the agreement which governs the licensing of Content by Sacred Stock to Clients and which may be modified from time-to-time at the sole discretion of Sacred Stock;
“Deactivated Content” means any Accepted Content that is removed from the Site by Sacred Stock and is no longer available for further license by Sacred Stock;
“Descriptive Information” means all descriptions and documents or software relating to Content supplied by the Contributor 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 Sacred Stock, in the manner required by Sacred Stock, to provide a clear association between the caption information and the associated Content;
“Governing Documents” means this Agreement, any Membership Agreement, the Rules, and the Terms of Use generally applicable to all users of the Site;
“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);
“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 Sacred Stock also forms a part and, by way of example only, would include (without limitation) any images, illustrations, and video that include one or more of the same models, locations or concepts;
“Site” has the meaning ascribed thereto in subsection 1(a);
“Terms of Use” has the meaning ascribed thereto in subsection 1(b);
“Client” means a person that licenses Content from the Site pursuant to a Content License Agreement.
3. Supply of Artistic Content by Contributor
(a) Supply by Contributor: The Contributor agrees to provide Content to Sacred Stock, at the Contributor’s sole expense, in accordance with this Agreement and the policies and procedures of Sacred Stock and the Site, including but not limited to any then current submission policy guidelines.
(b) Ongoing Supply Obligations: The success of Sacred Stock and its contributing members will depend on the active participation and contribution of its members. Accordingly, the Contributor agrees to use their best efforts to provide Accepted Content to Sacred Stock on a regular basis throughout the term of this Agreement.
(c) Content: All Content delivered to Sacred Stock pursuant to this Agreement shall: (i) be submitted to Sacred Stock 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 Contributor shall not license or otherwise give or grant any rights to any Related Content except to Sacred Stock pursuant to this Agreement.
(e) Releases: The Contributor will deliver signed model releases and/or property releases, where relevant, to Sacred Stock upon delivery of the respective Content, such releases to be in a form approved by Sacred Stock, and the Contributor will keep all original releases and provide copies to Sacred Stock immediately upon request.
(f) Disabling Features and Viruses: The Content to be supplied by the Contributor 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 Contributor 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: Sacred Stock 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. Sacred Stock may remove any such Content and/or suspend (without recourse) the Contributor’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 Contributor Content
(a) Intellectual Property Infringement: Sacred Stock prohibits Infringing Content. The Contributor shall not upload or post onto the Site, or use the Site to transfer, any Infringing Content. Sacred Stock will remove all Infringing Content if properly notified that such Infringing Content infringes on another's intellectual property rights. Sacred Stock reserves the right to remove Infringing Content without prior notice. Sacred Stock may terminate the Contributor’s contributor status and/or access to the Site if the Contributor is determined to have uploaded Infringing Content on more than one occasion.
(b) Warranties of Contributor in Respect of Content: Whenever the Contributor provides Content to Sacred Stock, the Contributor is representing and warranting that:
(i) the Contributor is the sole and exclusive owner of all Content and Descriptive Information delivered to Sacred Stock and of all right, title and interest (including copyright) in them;
(ii) the Contributor 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 Contributor and does not infringe on the copyright or any other rights of any other person;
(iv) the Content has not been licensed to, and 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 and its subsequent reproduction and publication, as contemplated in this Agreement; and
(vi) the Contributor 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 Sacred Stock under this Agreement.
(c) Limitation of Liability: The Contributor agrees that neither Sacred Stock, 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 Sacred Stock
(a) Appointment: The Contributor hereby appoints Sacred Stock as the Contributor’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 Rules. Without limiting the foregoing, the Contributor hereby grants Sacred Stock:
(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 Sacred Stock or its affiliates from time to time; and
(ii) the right to grant perpetual, worldwide and non-exclusive or exclusive licenses or sublicenses to Clients pursuant to a Content License Agreement. The Contributor confirms that they have read, understand and agree with all the provisions of the Content License Agreement as they govern the licensing of the Contributor’s Accepted Content. Without limiting the foregoing, the Contributor expressly acknowledges and agrees that a Client Content License Agreement may include a period from and after the acquisition of Accepted Content by the Client during which Sacred Stock will not grant rights to or further license the Accepted Content (a “Market Freeze Period”) and the Contributor 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 Clients acquired in and to such Accepted Content under a Content License Agreement.
(b) Sacred Stock’s Own Use: Sacred Stock 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 Contributor for use of Accepted Content for such business purposes; however, Sacred Stock will credit and publish the Contributor’s name whenever possible.
(c) Retention of Rights: All rights, including title and copyright, in and to the Contributor’s Content will be retained by the Contributor, and no title or copyright will be transferred or granted in any way to Sacred Stock or to any third party except as provided in this Agreement. Notwithstanding the foregoing, the Contributor 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 Contributor from using any Content for personal use, such as maintaining a portfolio of the Contributor’s work or the sale by the Contributor of prints or other merchandise, provided the Contributor does not license or otherwise grant or give away any rights to the Content.
(d) Responsibility for Clients: The Contributor acknowledges that the Contributor’s Accepted Content may be purchased or licensed by Clients pursuant to the terms and conditions of a Content License Agreement. Sacred Stock cannot take responsibility for Client compliance with the terms of such agreements and the Contributor acknowledges and agrees to the possibility of Content being used in a manner that is not contemplated in this Agreement. Notwithstanding any rights that the Contributor may have to pursue a Client at law, Sacred Stock shall have no liability to the Contributor or any person claiming through the Contributor for any breach by a Client of the terms of the Client’s Content License Agreement. Sacred Stock, at the Contributor’s request and sole expense, will use commercially reasonable efforts to assist in the protection of the Contributor’s intellectual property rights.
6. Royalty Payments
(a) Royalties for Accepted Content: Sacred Stock will pay the Contributor royalties equal to a portion of the fees collected in respect of Accepted Content that is downloaded or otherwise purchased by Clients. Royalty rates may differentiate among various types of Content and among the channels through which the Content is distributed or otherwise in accordance with its terms. Royalty rates are subject to change in the sole discretion of Sacred Stock upon giving the Contributor 30 days’ notice by e-mail at the last address contained in the Contributor’s account information and by posting such changes on the Site.
(b) Payments of Royalties: Sacred Stock will issue monthly payments to the Contributor at the end of each calendar month provided that the cumulative royalties balance then owing to the Contributor exceeds one hundred United States Dollars (U.S. $100.00). In all cases, payment of royalties to the Contributor 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 Contributor, 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 Contributor to Sacred Stock, whether under this Agreement or otherwise. Sacred Stock is entitled to set-off against any amount owing to the Contributor, all amounts to which Sacred Stock is or may be entitled under this Agreement or otherwise, including 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 Contributor under this Agreement.
(c) Limitation on Payments: The Contributor acknowledges and agrees that Sacred Stock will not be required to pay royalties to the Contributor if Sacred Stock 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 Contributor is otherwise in breach of any of the provisions of this Agreement.
(d) Administration Fee: Sacred Stock will be entitled to further charge and deduct an administrative fee in respect of all payments made to the Contributor.
7. Access to Site and Contributor Content
(a) Contributor Account: The Contributor will be issued an account identified by an assigned username and password for accessing and uploading Content to the Site.
(b) Access and Passwords: The Contributor acknowledges and agrees that they will be responsible for each and every access or use of the Site, including for uploading any Content, through the Contributor’s account. Sacred Stock is authorized to accept the Contributor’s username and password as conclusive evidence that the Contributor wishes to upload Content pursuant to this Agreement and Sacred Stock shall have no liability or responsibility to monitor the provision of Content under the Contributor’s username and password.
(c) Managing Content: Sacred Stock is entitled, in its sole discretion, to accept or decline any Content. Sacred Stock 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, and the Contributor hereby agrees to forfeit any fees payable in respect of such Content to Sacred Stock or as it may direct. Sacred Stock 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 Sacred Stock may review Content for the purposes of determining whether it will be Accepted Content, Sacred Stock cannot review all Content uploaded to the Site and shall not be responsible for the content, quality, or consequences of the Contributor uploading such Content. Any screening of Content performed by Sacred Stock to determine Accepted Content is done as a courtesy only.
(d) Credit for Accepted Content: Sacred Stock shall use commercially reasonable efforts to credit the Contributor as the source of Accepted Content, but shall have no liability for lack of credit. The Contributor 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 Contributor shall be prohibited from licensing or granting any rights to any Deactivated Content for so long as: (i) the Deactivated Content has Related Content which has been submitted to Sacred Stock; or (ii) the Deactivated Content is subject to a Market Freeze Period pursuant to a Client’s Content License Agreement; in either case the obligations of the Contributor under this Agreement shall continue to apply with respect to the Deactivated Content. Further, in order to allow Sacred Stock to conclude or renew any permitted licensing of Accepted Content (including but not limited to any applicable Market Freeze Period) following deactivation, Sacred Stock 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) Contributor Representations and Warranties: In addition to any other representations and warranties contained in this Agreement, the Contributor further represents and warrants as follows:
1. the Contributor meets the qualifications for participation set out in the Rules;
2. the Contributor has the legal capacity and authority to enter into this Agreement; and
3. by entering into this Agreement the Contributor 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.
9. Indemnity
(a) Indemnification: The Contributor agrees to defend, indemnify and hold harmless Sacred Stock 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 and disbursements) or other liability arising from: (i) any use or alleged use of the Site or provision of Content under the Contributor’s account by any person, whether or not authorized by the Contributor; (ii) any communication made or Content uploaded under the Contributor’s account; (iii) any breach by the Contributor 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: Sacred Stock reserves the right, at the Contributor’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Contributor, and in such case, the Contributor agrees to cooperate with Sacred Stock’s defense of such claim. Sacred Stock 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 Contributor. The Contributor releases Sacred Stock from any and all claims arising out of or in connection with a determination by Sacred Stock to proceed or not to proceed against any Infringing Party. Any monetary recovery Sacred Stock 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 Sacred Stock 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), be divided between the Contributor and Sacred Stock pursuant to Section 6. If Sacred Stock elects not to proceed against an Infringing Party, the Contributor shall have the right to proceed; any monetary recovery the Contributor may receive intended to compensate for lost licensing fees or including statutory damages shall, after deduction of all costs and expenses incurred in gaining such recovery, be divided between the Contributor and Sacred Stock pursuant to Section 6.
10. Term and Termination
(a) Duration: This Agreement will remain effective until terminated. This Agreement shall be deemed immediately terminated upon the withdrawal or termination of the Contributor’s contributor status pursuant to the Rules.
(b) Transition Period: Upon the termination of this Agreement, the grant of authority given to Sacred Stock shall cease provided that:
1. Sacred Stock shall remove Accepted Content from the Site and distribution partners within sixty (60) days of termination;
2. notwithstanding termination, in order to allow Sacred Stock to conclude or renew any permitted licensing of Accepted Content (including but not limited to any applicable Market Freeze Period) following termination, Sacred Stock 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 Sacred Stock after termination, and Sacred Stock will be entitled to retain its regular fee from such payments and will remit any royalty payments due to the Contributor 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 Contributor will be paid within sixty (60) days following termination and the minimum threshold for payment will not apply; and
4. Sacred Stock will erase digital files, as applicable, following termination but will not return nor provide any digital files to the Contributor following termination.
(c) Set-Off Rights: Upon termination, Sacred Stock will be entitled to retain all amounts owing to the Contributor 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 Contributor’s account.
(d) Rights Not Affected: The termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by Sacred Stock pursuant to this Agreement and a Content License Agreement and the obligations of the Contributor in Subsection 5(a)(ii) shall survive termination for so long as any Accepted Content is subject to a Market Freeze Period. Further, termination shall operate without prejudice to Sacred Stock's rights, defenses and limitations of liability provided under this Agreement and all other Governing Documents, which shall survive termination.
11. Disclaimers and Limitation of Liability
(a) THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY SACRED STOCK “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. SACRED STOCK 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 CONTRIBUTOR agrees that neither SACRED STOCK nor its affiliates, nor any of their respective officers, directors, employees, members, owners, agents, representatives, licensors and (sub)licensees (other than THE CONTRIBUTOR, 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 HEREUNDER, EVEN IF SACRED STOCK 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 CONTRIBUTOR OR ANY OTHER THIRD PARTY CLAIMING THROUGH THE CONTRIBUTOR FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, STATUTORY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR RELATING TO THIS AGREEMENT AND/OR THE CONTRIBUTOR’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 INDEMNITEES' TOTAL MAXIMUM AGGREGATE LIABILITY TO THE CONTRIBUTOR OR ANY THIRD PARTY CLAIMING THROUGH THE CONTRIBUTOR 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. 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 Sacred Stock and the other Indemnitees, and the sole and exclusive remedy of the Contributor.
12. Applicable Law
(a) The Contributor acknowledges and agrees that this Agreement and all matters as to their access, delivery and use of the Site and/or the Content shall be construed and governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. All actions and disputes arising from or relating to this Agreement and all matters as to the Contributor’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 British Columbia, Canada and the Contributor irrevocably attorns and submits to the exclusive jurisdiction of such courts and waives any right to claim lack of personal jurisdiction or inconvenience of forum.
13. Miscellaneous
(a) The Contributor specifically agrees and acknowledges that they have, 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 Contributor 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 Sacred Stock, by Sacred Stock posting amendments on the Site. The continued provision of Content by the Contributor or the failure to terminate this Agreement within thirty (30) days of the posting of any such amendment by Sacred Stock will be deemed to be acceptance of the amendment(s) and such amendment(s) will be incorporated by reference into this Agreement.
(c) The relationship between Sacred Stock and the Contributor under this Agreement is that of independent contractors. 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 Sacred Stock 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, Sacred Stock and the Contributor, and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity, other than Sacred Stock and the Contributor, and their respective successors and assigns, any rights, remedies, obligations or liabilities. Sacred Stock shall have the right, in its sole discretion, to assign any or all of its rights or obligations under this Agreement. The Contributor shall have no right to assign any of their 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.
(g) THE CONTRIBUTOR acknowledges that THEY HAVE read and understood this Agreement and agree to be bound thereby. THE CONTRIBUTOR ACKNOWLEDGES AND AGREES THAT EACH TIME THEY UPLOAD ANY CONTENT, SUBMIT ACCOUNT INFORMATION OR CONDUCT ANY OTHER TRANSACTION IN CONNECTION WITH THE SITE OR CONTENT, EACH SUCH TRANSACTION CONSTITUTES THE CONTRIBUTOR’S 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.