MEMBERSHIP AGREEMENT

1.1

“Membership Agreement” means this document, together with all riders of this document.

1.2

“The Site” means the internet web site located at http://www.mystock.com.

1.3

“Mystock” is Mystock, Inc., the operator of the Site.

1.4

“Member” is the party accessing the membership portions of the Site.

1.5

“Content” means any information, software, photographs, products and services, illustrations, audio files, video files, animations, flash files, data files, databases, graphics, interfaces, code snippets, and other materials available on the Site which is protected by copyright, trademark or other intellectual property rights of MyStock and its affiliates or other MyStock members.

1.6

“Download Credits” means credits purchased or obtained within the membership portion of the Site which serve as the monetary system of the Site. These credits are used to purchase Content made available by MyStock to its Members.

1.7

“Applicable Law” means all controlling applicable federal, state and local statutes, regulations, ordinances and administrative rules and orders (that have the effect of law) as well as all applicable final, non-appealable judicial opinions.

1.8

“Confidential Information” means any and all data, documents, software, information, or materials relating to the management and operation of MyStock that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, products, designs, pricing structures, training or other educational materials, personnel, clients, Content belonging to others and other intellectual property.

1.9

“Member Identification” means the combination of a unique username chosen by the Member and a confidential password used to identify the Member.

1.10

“Indemnities” means any MyStock affiliates, and their respective officers, directors, employees, owners, agents, representatives, licensors and sub licensees.

2.1

You acknowledge and agree that any and all Content, including all trademarks, logos, or trade names as well as the manner in which the Content is presented or appears and all information relating thereto, are the property of MyStock, its licensors or third parties, as indicated.

2.2

Content found on the MyStock.com web site is protected under patent, copyright, trademark, proprietary or other intellectual property laws of the United States and other applicable jurisdictions, and any unauthorized use of such Content may violate such laws or this Agreement. Except as expressly provided herein, no license under any patents, copyright, trademark, proprietary or other intellectual property right is granted or implied by granting access to the Content.

3.1

You acknowledge and agree that you may not sell, transfer, modify, transmit, publish, distribute, reproduce, create derivative works from, perform, or display any of the Content, in whole or in part, except as otherwise expressly permitted in this Membership Agreement or the Terms of Use Agreement and any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement).

3.2

Content is provided to the Site by MyStock and it’s Member contributors. Members may contribute to the Site’s Content by entering into the Contributor’s Agreement. Member supplied Content is subject to the provisions of the applicable Contributor’s Agreement. You may download Content only in accordance with the terms of this Membership Agreement and the Content License Agreement. You acknowledge and agree that no ownership of any Content can be transferred, and the no sale of any Works can be performed on or through the Site. Only the rights expressly licensed in the applicable “Content License Agreement” are granted on or through the Site. You acknowledge and agree that MyStock or it’s licensors retain all ownership rights in and to the Content, and that such Content is covered and protected by copyright, trademark and other intellectual property rights of MyStock or its licensors.

3.3

Confidential Information obtained by the use of the member portions of the Site constitutes proprietary information owned by MyStock or its licensors and you agree that you shall not use or disclose to any other person any such Confidential Information, except as specifically authorized under this Membership Agreement or as required by Applicable Law.

4.1

When becoming a Member of the Site, a unique Member Identification was provided which allows you access to the membership portions of the Site. Your Member Identification is to be kept secret and confidential. You acknowledge and agree that you shall not disclose your Member Identification to any other party. You acknowledge and agree that you will be responsible for each access or use of the membership portions of the Site that occurs in conjunction with your Member Identification, and that MyStock is authorized to accept your Member Identification as conclusive evidence that you have accessed or utilized the membership portions of the Site.

4.2

MyStock reserves the right to delete, move or edit any communication or Content that it may determine violates this Membership Agreement or is otherwise unacceptable as determined solely by MyStock.

4.3

You acknowledge and agree that you shall remain solely responsible for all communications made or Content uploaded under your Member Identification. MyStock shall have the right to correct any errors or omissions in any Content, as it may determine.

5.1

You acknowledge and agree that you will not use the Site for any purpose not permitted by this Membership Agreement.

5.2

You acknowledge and agree to not abuse the communication portions of the Site, including any chat rooms, discussion forums, site mail, or any other exchanges and to refrain from the following:

5.3

You acknowledge and agree that any communication on the Site is considered public not private and that no communication from a third party is endorsed or approved by MyStock.

5.4

You acknowledge and agree not to use the site in any manner that could damage, disable, overburden, or impair the Site or interfere with another user’s enjoyment and use of the Site.

5.5

You acknowledge and agree not to attempt to falsify Member Identification or to attempt to gain unauthorized access to any other Member’s account

6.1

You acknowledge and agree that you will not attempt to enter restricted areas of MyStock’s computer system or perform functions that you are not authorized to perform pursuant to this Agreement.

6.2

If MyStock reasonably suspects that you are attempting to obtain unauthorized access to MyStock’s other systems or information, or are using any of MyStock’s computer systems in any other inappropriate manner, MyStock may, without notice, temporarily or permanently suspend your access to the Site and the Content by deactivating your account.

6.3

These temporary or permanent suspensions will be for a period of time determined by MyStock to be necessary to permit the thorough investigation of such inappropriate activity.

6.4

MyStock may terminate this Agreement immediately without notice if it is determined that you have undertaken such unauthorized activity or if such unusual activity cannot be reasonably explained.

7.1

Members may engage in uploading Content to the Site with the following guidelines and procedures:

7.2

In the event that a Member downloads any Content you have contributed to MyStock, a royalty payment is deposited into the contributing Member’s account according to the “Royalty Payment Pricing Structure” available for review in the Member account section of the Site. The royalty amount is determined on a number of factors including, but not limited to, the size of the Content downloaded, the type of license purchased, and the Member’s current status. Member royalty accounts may be withdrawn after the Member’s account reaches an amount above $100 USD. The withdrawal of funds from royalty accounts is initiated by the Member by requesting a withdrawal from the Member account section of the Site.

7.3

Content may downloaded by any Member provided they pay the appropriate licensing fee and agree to the “Content License Agreement”. Payments may be made to MyStock in the following ways:

7.4

Download Credits are available for purchase by Members of the Site which are available in bulk discount packages. Download Credits are not refundable and can not be redeemed for Cash. Payments for Download Credit packages may be made by entering credit card information and purchasing the credit package for the associated package fee. Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the Download Credit package, you authorize MyStock to charge the designated credit card, or other credit account you designate as determined by MyStock, for the total amount of the purchase.

8.1

You acknowledge and agree to indemnify, defend and hold harmless MyStock and any of its Indemnities from and against all claims, expenses (including attorney fees) or other liability incurred by any MyStock Party in connection with:

8.2

MyStock 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 MyStock in the defense of any such claim, action or matter.

9.1

This Membership Agreement shall continue in perpetuity until terminated by the Member or by MyStock.

9.2

Member termination of the Membership Agreement may be accomplished by one of the following:

9.3

MyStock reserves the right to suspend or terminate your right to access the membership portions of the The Site at any time and for any reason, at its discretion, without any prior notice.

10.1

Upon termination of the Membership agreement:

10.2

Termination of the Membership Agreement shall not relieve you 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.

10.3

All other agreements entered into by MyStock and the Member, such as Content License Agreements or Contributor’s Agreements, shall continue in perpetuity and shall survive the termination of the Membership Agreement.

10.4

All other agreements entered into by MyStock and the Member, such as Content License Agreements or Contributor’s Agreements, shall continue in perpetuity and shall survive the termination of the Membership Agreement.

11.1

The Site, as well as all Content of the Site, are provided “As is” without any representations or warranties, expressed or implied, including warranties of merchantability or fitness for a particular purpose.

11.2

MyStock does not represent or warrant that The Site or the Content found on The Site will meet your requirements.

11.3

MyStock does not represent or warrant that The Site or the Content found on The Site will not infringe on any copyright, trademarks, or any other intellectual property rights. Such representation is made by the Member and is bound by the Contributor’s License Agreement.

11.4

MyStock does not represent or warrant that The Site or the Content found on The Site will be free from viruses, worms, trojan horses, contamination, or other code with malicious, disruptive, or destructive intent or features.

12.1

You represent and warrant that you assume all responsibility and risk for use of The Site including without limitation the Content or any other information contained therein.

12.2

In no event shall MyStock or any of it’s directors, officers, employees, shareholders, partners, licensors 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, suite or other proceeding arising under or out of this Membership Agreement, including without limitation your 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 MyStock has been advised of the possibility of such damages, where the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise.

13.1

You represent and warrant that you are at least 18 years of age and of sufficient legal age in your respective jurisdiction to use the Site and to enter into legal obligations and to be legally responsible for any liability you may incur as a result of the use of the Site. You acknowledge and agree to be responsible for all uses of the Site by your Member Identification by yourself or others, including without limitation, minors living with you. You agree to supervise all usage by minors of the Site using your Member Identification.

14.1

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to any conflict of laws principles. By accessing the Site, you acknowledge and agree that this Membership Agreement will be governed under the laws of the State of Georgia and the federal laws of The United States of America applicable therein.

14.2

If MyStock is obligated to go to court to enforce any of its rights, or to collect any fees, you acknowledge and agree to reimburse MyStock for any legal fees, costs and disbursements incurred in such obligations if MyStock is successful. You acknowledge and agree to submit to the personal jurisdiction of such court and waive any right you might otherwise have to claim lack of personal jurisdiction or inconvenience of forum.

15.1

The MyStock.com web site can be accessed from countries around the world and may contain references to Content, including products and services,that are not available in your country. These references do not imply that MyStock intends to market, promote, or distribute such Content, including products and services, in your country.

15.2

The MyStock.com web site is controlled, operated, and administered by MyStock from its offices within the United States of America. MyStock makes no representation that the web site, or the Content available therein, are appropriate or available for use at other locations outside the United States, and access to the web site from countries or territories where the web site or any of its Contents are illegal is prohibited. If you access the web site from a location outside the United States, you are responsible for compliance with all local laws.

16.1

You acknowledge and agree that you have, in addition to the terms of this Membership Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.

16.2

MyStock’s failure to insist upon or enforce strict performance of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right.

16.3

If any provision or part thereof of this Membership Agreement is wholly or partially 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. This Agreement is personal to you and is not assignable by you without MyStock’s prior written consent. MyStock may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

17.1

You acknowledge that you have read this Membership Agreement and agree to be bound by its terms and conditions.

17.2

You acknowledge and agree that it is the complete and exclusive statement of the agreement between you and MyStock, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and MyStock relating to the subject of the Membership Agreement.

18.1

The relationship between MyStock and you under this Membership 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. 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 use of the the Site.