Account Registration

THIS AGREEMENT made as of the -th day of -, 200-;
(the "Company")
(the "Photographer")
A. The Company carries on the business of marketing professional photography via the Internet on behalf of photographers.
B. The Photographer is in the business of taking and selling professional photography.
C. The Company agrees to market select photography of the Photographer, and the Photographer agrees to have the Company market select photography on behalf of the Photographer.
NOW THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as set forth below.
1.1 Subject to the terms and conditions of this Agreement, the Company agrees to publish photography, as selected by the Photographer, in a low-resolution jpeg format on the Company's website (the "Photographs").
1.2 The Company will offer users (the "Users") on-line services such as reprint order processing and other services that may be amended from time to time at prices that are set by the Photographer and communicated in writing to the Company (the "Orders").
1.3 Orders for reprints will be communicated by the Company to the Photographer within forty-eight (48) hours.
1.4 The Photographer shall be responsible for the timely processing and shipping of all orders directly to the users in accordance with the terms of the Orders, and in any event, within twenty-one (21) days of receipt of the order.
1.5 The Photographer shall notify the Company of any returns, refunds, or fee disputes by any User.
1.6 The Photographer is solely responsible for the images displayed. The company will not adjust, crop, or watermark any images. All images will be resized locally before uploading by the imbedded uploader.
1.7 The Photographer shall notify the Company of any Orders shipment, change in price, and any other information as outlined in the notification procedures in this Agreement.
2.1 The Users shall pay the Company in advance, by credit card, for all Orders.
2.2 The Company will retain Fifteen percent (15%) of the gross order payment (not inclusive of any shipping fees and taxes) as a sales commission, an e-commerce transaction fee of three percent (3%) of the gross order (inclusive of any shipping fees and taxes) for a payment processing fee (the "Payment Processing Fee") plus $0.50 per transaction credit card fee.. Credit card fees are subject to change at any time.
2.3 The balance, after the payment of the Commission, E-Commerce Fee and the Payment Processing Fee will be submitted to the Photographer, minus any charge backs that may be due to the Company for prior orders, upon the Photographer's notification to the Company that the Orders have been shipped to the Users.
2.4 All sales taxes on each of the Orders will be remitted by the Company for photographers in
2.5 The Photographer shall notify the Company in a timely fashion of each and every jurisdiction in which taxes are due.
2.6 The Company shall not be liable for any shortfall between taxes collected on the Orders and taxes due by the Photographer.
2.7 In the event that the Users requests a refund for any reason, the E-Commerce Transaction Fee and the Payment Processing Fee collected by the Company will not be refunded to the Photographer.
2.8 The company will make payment to the photographer on the 1st of each month for the previous month's sales, less all commissions and fees. If the 1st of the month falls on a weekend or a holiday payment will be issued on the first business after that weekend or holiday

2.9 The photographer will provide the company with a valid credit card to ensure payment of all chargeback fees. No payments will be issued by the company until a valid credit card is provided to the company. By accepting this agreement the photographer authorizes Show My Photos to process the credit card provided for any outstanding amount if there is less money owed to the photographer than is owed in chargeback fees to the company by that photographer at the end of a billing period.
3.1 The Photographer shall at all times remain the owner of the Photographs.
4.1 The Photographer represents and warrants that:
(a) the Photographer has the right and unrestricted ability to grant the license to the Company as set forth in Article 3;
(b) The Photographs will not infringe upon any copyright, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory, or based on the common law.
4.2 The Photographer agrees to indemnify the Company form any and all damages, costs, claims, expenses, or other liability, including full indemnity for any legal fees, arising from or relating to the breach or alleged breach by the Photographer of the representations and warranties set forth in Article 4.
5.1 Neither party shall be liable to the other for indirect or consequential damages, including without limitation, any damage or injury to business earnings, profits, or goodwill suffered by any person arising from this agreement, or the termination of this agreement, even if advised of the possibility of such loss.
5.2 In no case shall either party be liable for any amount in excess of the amounts paid under this Agreement.
6.1 The relationship between the Photographer and the Company is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship.
6.2 The Photographer shall at all times be deemed the seller of all reprints and any other products or services sold through the Company's website.
6.3 The Photographer will not be entitled to any of the benefits which Company may make available to its employees, including, but not limited to, group health or life insurance, profit-sharing, or retirement benefits.
7.1 The Photographer agrees to hold the Company's confidential information in strict confidence and not to disclose such confidential information to any third parties.
7.2 Confidential Information shall be defined to include:
(a) concepts and ideas relating to the development and distribution of content in any medium or to the current, future, and proposed products or services of the Company or its subsidiaries or affiliates;
(b) trade secrets, drawings, inventions, know-how, software programs, and software source documents;
(c) information regarding plans for research, development, new service offerings, or products, marketing and selling, business plans, business forecasts, budgets, and unpublished financial statements, licenses and distribution arrangements, prices, and costs, suppliers and customers; and
(d) Existence of any business decisions, negotiations, or agreements between the parties.
7.3 Confidential Information shall not include:
(a) anything that has been made part of the public domain at the time that it was communicated to the Photographer by the Company;
(b) anything that has entered the public domain through no fault of the Photographer subsequent to the time that it was communicated to the Photographer by the Company;
(c) anything that was in the Photographer's possession free of any obligation of confidence at the time it was communicated to the Photographer by the Company;
(d) anything that was rightfully communicated to the Photographer free of any obligation of confidence at the time it was communicated to the Photographer by the Company;
(e) anything that was developed by employees or agents of the Photographer independently of and without reference to any information communicated to the Photographer by the Company; and
(f) Anything that was communicated by the Company to an unaffiliated third party free of any obligation of confidence.
7.4 The Photographer may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law.
7.5 All Confidential Information furnished to the Photographer by the Company is the sole and exclusive property of the Company or its supplies or customers.
7.6 Upon request by the Company, the Photographer agrees to promptly deliver to the Company the original and any copies of Confidential Information.
7.7 This Article shall survive the expiry of this Agreement for 3 years.
8.1 The initial term of this Agreement is for one (1) year from the Effective
Date set forth above, unless earlier terminated as provided in this Agreement (the "Initial Term").
8.2 After the Initial Term, this agreement will automatically renew on its anniversary date, for one (1) year terms, unless the Company provides fifteen (15) days written notice prior to any such anniversary date that the Agreement shall not renew.
8.3 The Company may terminate this Agreement with or without cause, at any time upon fifteen (15) days prior written notice to the Photographer.
8.4 The Company may also terminate this Agreement immediately upon a material breach of Article 7 or Article 9 of the Agreement herein.
9.1 The Photographer shall not upload, post, or transmit to the Company website material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful, racially or ethically offensive, or sexually explicit.
9.2 The Company shall be the sole judge of decency and may refuse to publish any Photographs at its sole discretion.
9.3 The Photographer shall indemnify the Company from any and all damages, costs, claims, expenses, or other liability, including all lawyer fees, arising from or relating to the breach or alleged breach by the Photographer of the provisions of Article 9.
9.4 The Photographer will also abide by the provisions as posted on the Company's website as amended from time to time.
10.1 The Photographer may not subcontract or otherwise delegate its obligations under this Agreement without the express written consent of the Company.
11.1 Arbitration: Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Ontario Arbitration Act. The number of arbitrators shall be one, the place of arbitration shall be the City of
Toronto, the language used in the arbitral proceedings shall be English, and the governing law of this Agreement shall be the substantive law of Ontario.

11.2 Expanded Meanings: Unless the context otherwise necessarily requires:
(a) words used herein importing the singular number only shall include the plural and vice versa, and words importing the use of any gender shall include all genders;
(b) the terms "in writing" or "written" include printing, typewriting, or any electronic means of communication by which words are capable of being visually reproduced at a distant point of reception, including by telecopier;
(c) references to the "parties" herein shall mean the parties to this Agreement; and
(d) references herein to any agreement or instrument, including this Agreement, shall be deemed to be references to the agreement or instrument as varied, amended, modified, supplemented or replaced from time to time, and any specific references herein to any legislation or enactment shall be deemed to be references to such legislation or enactment as the same may be amended or replaced from time to time.
11.3 Entire Agreement: This Agreement, including the Schedules, together with the agreements and other documents to be executed and delivered pursuant hereto, constitutes the entire agreement among the parties with respect to the transactions contemplated hereby and supersedes all other prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties with respect to the transactions contemplated hereby and there are no warranties, representations, covenants or other agreements among the parties except as specifically set forth herein.
11.4 Amendment of Agreement.
No supplement, modification or waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby.
11.5 Waiver: No waiver of any of the provisions of this Agreement shall be valid unless in writing and no such waiver shall constitute nor be deemed to constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
11.6 Applicable Law: This Agreement shall be construed in accordance with the laws of the
Province of Ontario and the federal laws of Canada applicable therein.
11.7 Currency: Unless otherwise indicated, all monetary amounts in this Agreement are expressed in Canadian
11.8 Agreement Headings and Table of Contents: The division of this Agreement into Articles, Sections, Subsections, Schedules and other subdivisions, the provision of a table of contents and the insertion of headings, is for convenience of reference only and shall not affect or be utilized in the construction or interpretation hereof. Unless otherwise stated, all references herein to Articles, Sections, Subsections and Schedules are to those in or to this Agreement.
11.9 Severability: Any Article, Section, Subsection, Schedule or other subdivision or any other provision of this Agreement which is, is deemed to be, or becomes void, illegal, invalid or unenforceable shall be severable herefrom and ineffective to the extent of such voidability, illegality, invalidity or unenforceability, and shall not invalidate, affect or impair the remaining provisions hereof, which provisions shall be severable from any void, illegal, invalid or unenforceable Article, Section, Subsection, Schedule or other subdivision or provision hereof and shall remain enforceable according to their terms.
11.10 Time of Essence: Time shall be of the essence in this Agreement.
11.11 Enurement: This Agreement shall ensure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
11.12 Counterparts: This Agreement may be executed in one or more counterparts, which so executed shall constitute an original and all of which together shall constitute one and the same agreement.

IN WITNESS WHEREOF the parties have duly executed this Agreement.
Company Name
Per: )
Authorized Signatory )
Name: Name
Title: -

Company Name
Per: )
Authorized Signatory )
Name: Name
Title: -

D, SEALED AND DELIVERED by - in the presence of:

Witness )
Address ) Name

Occupation )

I accept or I decline