picturesofplaces.com is owned and operated by MindTravellers Inc.

Last Updated: September 2008

MEMBER AGREEMENT (LIMITED AND NON-EXCLUSIVE)

This Agreement governs the terms by which members provide photographic and other media content to "picturesofplaces.com", on a non-exclusive basis through the Website located at www.picturesofplaces.com (the "Site"). This Agreement is in addition to the Terms of Service applicable to the Site. In the event of any inconsistency between this Agreement and the said Terms of Service, the terms of this Agreement will govern.

Preamble of the Agreement:

This is a legal agreement between any person intending to upload data or materials onto the Site (in this Agreement referred to as "you" or the "Member") and Mindtravellers Inc. ("Mindtravellers") the owner and operator of the Site. The Member wishes to appoint Mindtravellers as its non-exclusive agent to display and distribute Content (as defined below) produced by the Member on the terms and conditions set forth in this Agreement. Upon accepting the terms of this Agreement, you may make Content available to Mindtravellers by following the "upload" or "submission" procedures identified on the Site. Each upload or submission of Content will be governed by the terms and conditions of this Agreement. This Agreement contains many important provisions that affect your rights and obligations. By indicating your Agreement as part of the membership registration process, you thereby agree to be bound by the terms of this Agreement. We encourage you to print a copy of this Agreement for your records. This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you must follow the termination procedures set forth below under "Term and Termination".

Member Eligibility:

Persons under the age of 13 may not register as members or post any information including pictures or text on picturesofplaces.com. Persons age 13 to 18 should seek permission from their parents or guardians before registering as members.

Provision of Content to the Site:

The Parties acknowledge that the Member may, from time to time, provide information, photographs, and other material (collectively, the "Content") to Mindtravellers using the Upload procedures of the Site or such other procedures as the Parties may mutually agree. Mindtravellers, in its sole and absolute discretion, may, but is and will not be obligated to, determine which of such Content is suitable for posting on the Site or other means of distribution, and only such Content as it so deems suitable will be considered "Accepted Content" for the purposes of applicable provisions of this Agreement. In addition to the terms of this Agreement, the Parties acknowledge that the provision of all Content is subject to the policies and procedures outlined in the Site, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to acceptable Content outlined in the Site will be deemed to be a breach of this Agreement.

Grant of License, Responsibility, and Authority:

The Member hereby appoints Mindtravellers as the Member's non-exclusive agent to display and distribute Content to third parties via the site. For all Content, the Member grants Mindtravellers the right to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, resize, crop, distribute or display Content to users of the site. The Parties agree that all rights, including without limitation, title and copyright, in and to the uploaded Accepted Content will be retained by the Member, and no title or copyright is transferred or granted in any way to Mindtravellers or any third party except as provided in this Agreement. In connection with Content, you further agree that you will not (a) Submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, gives rise to civil liability, violates any law, or is otherwise inappropriate; (b) Publish falsehoods or misrepresentations that could damage Mindtravellers or any third party; (c) Post advertisements; and, (d) Impersonate another person. Submitted pictures, photographs and images must not include watermarks that interfere with the unobstructed enjoyment of the photo. Minimal photographer and copyright information on the corner or edge of a photo may be acceptable. Member profiles, and descriptions and titles of pictures may not include last names, telephone numbers, or street addresses.

Intellectual Property Matters:

The Member acknowledges that Mindtravellers prohibits any Content or any 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 to be uploaded to the Site. By uploading Content, you are warranting that you own all proprietary rights, including without limitation copyright, in and to the Content. The Member agrees that neither Mindtravellers nor any of its directors, officers, employees, partners, affiliates or agents will be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use, any Content.

Passwords:

You acknowledge and agree that you will be responsible for each and every access or use of the Upload or submission portions of the Site that occurs in conjunction with your Member Name (or username) and your password, and that Mindtravellers is authorized to accept your Member Name and password as conclusive evidence that you wish to upload Content pursuant to this Agreement. Mindtravellers will have no liability or responsibility to monitor the provision of Content under your member name and password.

Managing Content:

Mindtravellers does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such communications or Content. Notwithstanding the foregoing, Mindtravellers reserves the right to delete, move, refuse to accept, or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its sole and absolute discretion. Mindtravellers will have the right, but not the obligation, to correct any errors or omissions in any Content, as it may determine in its sole and absolute discretion. You acknowledge that any screening of Content performed by Mindtravellers to determine Accepted Content is done as a courtesy only.

NOTICE:

You acknowledge that any Content you provide pursuant to this Agreement that becomes Accepted Content may be viewed and downloaded by other persons and site users with the intention that such viewers will adhere to the terms of the picturesofplaces.com "Terms and Conditions". Mindtravellers cannot take responsibility for the compliance by viewers or site users of the terms of such agreements, and you acknowledge and agree to the possibility of Content being used in a manner that is not contemplated in this Agreement or the Content License Agreement. You also agree that, notwithstanding any rights you may have to pursue the licensees of such Content at law, Mindtravellers will have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting Accepted Content. Mindtravellers will use commercial efforts to assist in the protection of your intellectual property rights, at your request and expense.

Confidential Information:

The Member acknowledges that the Confidential Information (defined below) which it obtains through the entering into of this Agreement, the use of the Site and the provision of Content constitutes valuable, confidential, proprietary information of Mindtravellers and its licensors, and agrees that during the term of this Agreement and thereafter it will not, without the express written consent of Mindtravellers, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement. For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of Mindtravellers, its affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to, their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Site content belonging to others and other intellectual property.

Representations and Warranties:

The Member hereby represents and warrants to Mindtravellers as follows: (a) The member has the authority to enter into this Agreement, is the sole and exclusive owner of the Content, has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement; (b) No portion of the Content as delivered to Mindtravellers from time to time, contains or will 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; (c) The Content will include all necessary descriptive information to enable its effective display on the Site, which information will be complete and accurate in all material respects; and, (d) The Content delivered to Mindtravellers hereunder represents original creations and expressions of subject matter, and no Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party; (e) Content delivered to Mindtravellers hereunder will be that sent by the Member to the "Member's Upload Area"

Indemnity:

You agree to indemnify, defend and hold Mindtravellers and its affiliates, and their respective directors, officers, employees, shareholders, agents (collectively, the “Mindtravellers Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Mindtravellers Party as a result of or in connection with: (a) Any use or alleged use of the Site or provision of Content under your Member Name by any person, whether or not authorized byyou; (b) Or resulting from any communication made or Content uploaded under your Member Name; (c) Any breach by you of this Agreement; or (d) Any claim threatened or asserted against any Mindtravellers Party 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 or other intellectual property rights of any third party. Mindtravellers 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 Mindtravellers defense of such claim.

Term and Termination:

This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to Mindtravellers using membershelp@picturesofplaces.com or such other means of written notice acceptable to Mindtravellers which enables confirmation of your identity and your intention to terminate. Mindtravellers may terminate this Agreement immediately for any reason by giving notice by e-mail at the last address contained in your personal information. Either Party may terminate this Agreement upon written notice effective immediately upon receipt if the other Party; (a) Liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way; or, (b) Makes an assignment for the benefit of creditors; or, (c) Files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which will remain in force for a period of thirty (30) days or more; or, (d) Is adjudicated insolvent or bankrupt; or, (e) Is in breach of this Agreement.

Effect of Termination:

Upon the termination of this Agreement, the grant of authority given to Mindtravellers hereunder shall cease subject to the following conditions; (a) Mindtravellers will remove Accepted Content from the Site within thirty (30) days of the termination of this Agreement; and (b) Notwithstanding termination, Mindtraveller's will have the right to continue displaying Accepted Content until it is removed from the Site. Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement will not alter or affect the rights granted to licensees or sub-licensees by Mindtravellers pursuant to this Agreement. Termination of this Agreement will operate without prejudice to the Mindtravellers rights, defenses and limitations of liability provided under this Agreement or the Terms of Use, which rights, defenses and limitations of liability will survive any termination of this Agreement. In addition, the provisions of this Agreement relating to; Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, will survive termination of this Agreement and continue in full force and effect.

DISCLAIMER OF WARRANTIES:

THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, IS PROVIDED BY MINDTRAVELLERS "AS IS" WITHOUT REPRESENTATION, 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. MINDTRAVELLERS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. MINDTRAVELLERS DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.

LIMITATION OF LIABILITY:

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. IN NO EVENT WILL MINDTRAVELLERS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES 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 AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF MINDTRAVELLERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IN ANY EVENT, MINDTRAVELLERS TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER WILL BE LIMITED TO IN ANY EVENT WILL NOT EXCEED ONE HUNDRED ($100.00) CANADIAN. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF MINDTRAVELLERS OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Applicable Law:

The Site is administered by Mindtravellers from within the Province of Alberta, Canada. The Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of the Province of Alberta, you acknowledge and agree that this Agreement will be governed under the laws of the Province of Alberta and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of the Courts of the Province of Alberta, Canada with respect to the subject matter of this Agreement. This Agreement 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 email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site. You agree to waive any right you may have to; (a) Trial by jury; and, (b) To commence or participate in any class action against Mindtravellers related to the Site or this Agreement. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, will be submitted to arbitration in Edmonton, Alberta, pursuant to the rules of the Arbitration Act (Alberta) in effect at the time arbitration is demanded. If Mindtravellers is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse Mindtravellers for its legal fees, costs and disbursements if Mindtravellers is successful.

General Terms:

You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. Mindtravellers failure to insist upon or enforce strict performance of any provision of this Agreement will not be construed as a waiver of any provision or right. This Agreement is personal to you and is not assignable by you without Mindtravellers prior written consent. Mindtravellers may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms. If all or part of any provision of this Agreement is wholly or partially unenforceable, the Parties or, in the event the Parties are unable to agree, a court of competent jurisdiction, will put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision. This Agreement can be amended by the written agreement of the Parties or by Mindtravellers posting amendments on the Upload portion of the Site, or by sending an e-mail to the member. Continued provision of Content or failure to terminate this Agreement within thirty (30) days of the posting of such amendment will be deemed to be acceptance of the amendment by the Supplier and it will be incorporated by reference into this Agreement.

Contact:

If you have concerns relating to this Agreement, please contact Mindtravellers at membershelp@picturesofplaces.com.

Acknowledgement:

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAVE HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF MINDTRAVELLERS AGREEING TO PROVIDE A MEANS FOR THE DISPLAY AND DOWNLOADING OF YOUR ACCEPTED CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND MINDTRAVELLERS, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND MINDTRAVELLERS RELATING TO THE SUBJECT OF THIS AGREEMENT.