Membership Agreement

Membership Agreement
Effective as of 1st February 2008

This Membership Agreement (“Agreement”) governs the terms by which you can provide photographic, graphic and other media content to other Phlook members (“Members”) through the web site located at www.phlook.com (the “Site”) and by which you can use all the services available to Members, including the licensing of such media content from Members. This Agreement is in addition to the Terms of Use and Privacy Policy that also apply to all non-members using the Site and the Content License Agreement (as defined below). In the event of any inconsistency between this Agreement and the Terms of Use and Privacy Policy, the terms of this Agreement shall govern.

1. This Agreement

a. This is a legal agreement between any member intending to use features available to members including uploading photographs or materials onto or licensing from this Site (“you” or the “Member”) and Phlook LLP (“Phlook”), which operates this Site. Pursuant to this Agreement, the Member (a) appoints Phlook as its agent to publish, license and/or distribute Member Content (as defined below), on the terms and conditions in this Agreement and/or (where applicable in respect of the relevant Member Content) the relevant Phlook content license agreement with purchasers of such Member Content, as may be amended from time to time at Phlook’s discretion (the “Content License Agreement”), and (b) agrees to use all features available in accordance with all applicable terms and conditions including the Content License Agreement .

b. This Agreement contains important provisions that affect your rights and obligations. Kindly read carefully before accepting it. Please print or save a copy for your records.

c. By ticking the correct box at the end of this Agreement and clicking “Sign Up”, you agree to be bound by the terms of this Agreement for each and every use of this Site.

d. This Agreement remains in full force and effect until terminated in accordance with the provisions under “Term and Termination”. If this Agreement is no longer acceptable to you, please follow the termination procedures found thereunder.

2. Member Content and Accounts

a. The Member may provide information, photographs, illustrations, pictures and other material to Phlook for publishing and licensing on the Site (collectively, “Member Content”). Phlook, in its sole discretion, may determine which of such Member Content is suitable for posting on the Site or other means of distribution (“Published Member Content”), and may disallow any other Member Content.

b. In addition to the terms of this Agreement, the parties acknowledge that the provision of all Member 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 Member Content outlined in the Site will be deemed to be a breach of this Agreement.

c. You have a choice of different types of Member accounts, as may be provided by Phlook from time to time, including a paid account and free account. The features of the various types of accounts shall be as provided and/or changed by Phlook from time to time with or without notice to you.

3. Use of Site Content

a. You acknowledge that the Site contains or may contain information, software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets and other material including Member Content (collectively, "Site Content") which is protected by copyright, trademark or other proprietary rights of Phlook and its affiliates or other third parties (including other Members).

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

c. By way of example, and not as a limitation, you agree that when uploading to or communicating via the Site, including in respect of any forums, chat-rooms or other exchanges (a “Forum”) accessed on or through the Site, you shall not do any of the following:

• Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others.

• Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.

• Upload or otherwise transfer files that contain software or other material protected by intellectual property laws (or by rights of privacy or confidentiality) unless you own or control the rights thereto or have received all necessary consents.

• Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.

• Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.

• Falsify the origin or source of software or other material contained in a file that is uploaded.

• Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters.

• Download any file posted by another user of the Site that you know, or reasonably should know, cannot be legally distributed in such manner.

d. You acknowledge that Forums are public and not private communications. Further, you acknowledge that no communication of a third party or Member Content is endorsed by Phlook and no communication of a third party or Member Content may be considered reviewed, screened or approved by Phlook. Phlook reserves the right for any reason to remove without notice any communication, Site Content or other material posted to the Site.

e. You also agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You also agree not to attempt to gain unauthorized access to any other Members’ accounts, computer systems or networks associated with the Site. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

4. Grant of Rights and Affiliates

a. In respect of Member Content that the Member wants to license in accordance with the terms hereof, the Member hereby appoints Phlook as the Member's agent to license Member Content to third parties – and in this respect, For all Member Content, Member grants Phlook the right to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, crop, package, repackage, produce and/or sell images, prints or similar image products or publicly display Member Content to prospective licensees through the Site or other avenues which it may determine from time to time, and the right to grant perpetual, worldwide, exclusive or non-exclusive and non-transferable licenses or sub-licenses to end-users in accordance with the terms of the Content License Agreement that the Member hereby acknowledges having reviewed and approved.

b. In addition, Phlook may use Member Content for its commercial purposes relating to the promotion of the Site and its distribution programs, and expand the market for the licensing of such Member Content including, without limitation, the use of the Member Content and the Member's registered and unregistered trademarks relating to Member Content for marketing, sales and promotional efforts whether on the Site or through third parties. No compensation shall be due to the Member for such use.

c. You also agree to allow Phlook to enable both members and non-members (to be known for the purposes highlighted in this clause as “Affiliates”) to embed Member Content on their personal, non-commercial website(s). If you intend to license such embedded Member Content to third parties in accordance with the terms of the relevant Content License Agreement, Phlook shall collect monies from such third parties and pay such commission to the Affiliates that Phlook may determine or change from time to time, with or without notice to the Affiliates. If you choose to become an Affiliate, you agree to embed Member Content only on your personal, non-commercial website(s) which do not use the Member Content as a primary means of obtaining advertising revenue or as a material part of its design. You also agree that Phlook may, at its sole discretion, without giving any reason to you, disallow you from embedding any Member Content on any website.

d. Except to its affiliated and associated companies or as specifically permitted in this Agreement, Phlook may not distribute Member Content to any third party for the purposes of resale or re-license, it being understood that nothing herein shall restrict Phlook from providing access to the Site or Published Member Content to prospective buyers through an application program interface or other utility so long as all purchases are subject to the Content License Agreement.

5. Intellectual Property Matters

a. By using the Site and uploading Member Content, the Member represents and warrants that it owns or has obtained all proprietary rights reasonably necessary for it to enter into this Agreement, use this Site and upload and license Member Content in accordance with the terms of this Agreement, the Content License Agreement and all relevant terms, policies and procedures found on this Site, including copyright, in and to the Member Content.

b. The Member acknowledges that Phlook prohibits any Member 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.

c. The Member agrees that neither Phlook nor any of its directors, officers, employees, 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 Member Content by Phlook or any third party purchasing the Member Content and shall indemnify Phlook from and against the same.

6. Model Release and Property Release

a. If the same is legally required and your Member Content contains images of people or persons, you represent and warrant that you shall and have obtained valid and binding written consent (“model release”) from all required parties that contain the necessary consents or releases from such people or persons for the uses for such Member Content contemplated in this Agreement or the Content License Agreement. You also represent and warrant that where required by applicable law, you shall and have also obtained a valid and binding written consent relating to any identifiable property (“property release”) contained in the Member Content from all required parties that contain the necessary consents or releases for the uses contemplated in this Agreement or the Content License Agreement.

b. The Member hereby acknowledges and agrees that it is solely the Member’s responsibility, and not that of Phlook or any of its employees, agents or representatives, to determine if a model release or property release is legally required. Whether such releases are legally required may depend on many factors and circumstances specific to each individual image including the laws of the country where you are located, the laws of the country of residence of the person(s) in your Member Content or the laws of the country where the property is located. Phlook classifies images of recognizable persons/property/landmark/designer/logo/artist's work, with no release(s) under the “Editorial” classification, and images with release(s) under the “Commercial” classification, but it is your sole responsibility to accurately and truthfully indicate if you have obtained the relevant release(s) for your Member Content.

7. Compensation

a. Phlook agrees to pay a portion of the fees collected in respect of Published Member Content that is licensed, purchased, used, downloaded or otherwise obtained by end-users according to rates that may be published on the Site, as it may be modified, from time to time (the “Rate Schedule”) for the licensing of Member Content recorded by Phlook. The parties acknowledge that the Rate Schedule may differentiate among various types of Member Content. The Rate Schedule is subject to change in the sole discretion of Phlook in the ordinary course of its business without prior notice by posting such changes on the Site. If at any time the Rate Schedule is not acceptable to the Member, you may refrain from providing additional Member Content or terminate this Agreement in accordance with its terms.

b. Phlook will endeavor to make payment of fees in respect of purchased downloads of Published Member Content when Published Member Content is purchased by end-users (who may be members or non-members) using such means and procedures as may be determined by Phlook at its sole discretion and as stated on the Site. Phlook will collect payment from end-users and pay fees to Members in US Dollars or such other currency as Phlook may determine from time to time.

c. In all cases, payment of fees to the Member 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 Content License Agreement; (iv) where applicable, fees payable to financial institutions for the processing of any credit card, debit card, e-cheque or alternative payment method; and (v) any amounts owing by the Member to Phlook under this Agreement or otherwise. Without limiting the generality of the foregoing, Phlook is entitled to set-off against any amount owing to Member, all amounts to which Phlook is or may be entitled under this Agreement or otherwise at law, 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 Member under this Agreement.

8. Passwords

a. To enjoy the benefits of being a Member, you must register and provide certain data. In consideration of Phlook permitting you to use this Site, in providing and maintaining such data, you represent and warrant that: (a) the information about yourself is true, accurate, current, and complete (apart from optional items) (the "Registration Data") and (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Phlook has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Phlook has the right to suspend or terminate your account and refuse any and all current or future access to and use of this Site.

b. Upon registering, you will receive a password and user ID. You are responsible for maintaining the confidentiality of the password and user ID, and for all activities that occur under your password or user ID. You may only maintain one user ID and password at any one time and may not use multiple user IDs or passwords. Your password and user ID are for your own use only. You agree to (a) immediately notify Phlook of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Phlook cannot and will not be liable for any loss or damage arising from your failure to comply with this requirement.

9. Review or Management of Member Content

a. Phlook does not and cannot review all communications or Member Content uploaded to the Site and is not responsible for the content, quality, or consequences of you uploading such communications or Member Content. Notwithstanding the foregoing, Phlook reserves the right to delete, move, refuse to accept or edit any communication or Member 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 discretion, and you hereby agree to forfeit any fees payable in respect of such Member Content to Phlook or as it may direct. Phlook shall have the right but not the obligation to correct any errors or omissions in any Member Content, as it may determine in its sole discretion. You acknowledge that any screening of Member Content performed by Phlook to determine Published Member Content is done as a courtesy only.

b. You acknowledge that your Member Content that you choose to license and that becomes Published Member Content may be purchased or licensed by members with the intention that such licensees will comply with the Content License Agreement. Phlook does not and cannot take responsibility for the compliance by purchasers and licensees with the terms of such agreements, and you acknowledge and agree to the possibility of Member 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 Member Content at law, Phlook shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement relating to Published Member Content. Phlook will use commercial efforts to assist in the protection of your intellectual property rights, at your request and expense.

10. Confidential Information

a. The Member acknowledges that the Confidential Information (defined below) which it obtains by entering into this Agreement, using the Site and the provision of Member Content constitutes valuable, confidential and proprietary information of Phlook and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of Phlook, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.

b. 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 Phlook, its members, 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, identities or personal information of any kind pertaining to members, clients, methodologies, Site content belonging to others and other intellectual property.

11. Representations and Warranties

The Member hereby represents and warrants as follows:

1. It has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Member 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 Member Content or any other intellectual property or technology that would conflict with this Agreement;

2. No portion of the Member Content contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Member Content is 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 Member Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Member Content or the Site in any way;

3. The Member Content will include all necessary descriptive information to enable its effective marketing on the Site, which information will be complete and accurate in all material respects and will not include false, misleading or inapplicable elements intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to such Member Content; and

4. The Member Content delivered to Phlook represents original creations and expressions of subject matter, and no Member Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, is vulgar, obscene, inappropriate or offensive in anyway, or defames or casts into disrepute in any manner any third party.

12. Indemnity

You agree to indemnify, defend and hold Phlook and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Member Content (collectively, the “Phlook 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 Phlook Party as a result of or in connection with: (i) any use or alleged use of the Site or provision of Member Content under your User ID by any person, whether or not authorized by you; (ii) any communication made or Member Content uploaded under your User ID; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any Phlook Party to the extent such claim is based upon a contention that any of the Member Content used within the scope of this Agreement and the Content License Agreement infringes any copyrights, trade secrets, trademarks, right of privacy or publicity, or other intellectual or proprietary property rights of any third party.

Phlook 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 co-operate with Phlook's defense of such claim.

13. Term and Termination

a. You may terminate this Agreement at any time by removing your Member Content, ceasing to upload Member Content on the Site and terminating your account. Phlook may also terminate this Agreement for any reason by giving you seven (7) days notice by e-mail at the last address contained in your membership information (“Member’s Email”).

b. Either party may terminate this Agreement upon e-mail notice effective immediately upon delivery if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) 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, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement. Notice to the Member may be sent to the Member’s Email and notice to Phlook may be sent to info@phlook.com.

c. In addition, Phlook may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of Phlook, any material misrepresentation made as to the capacity, identity or copyright ownership of Member Content or the Member provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact the Member based on the information provided through the Site as part of the account profile of such Member.

14. Effect of Termination

a. Upon the termination of this Agreement, the grant of authority given to Phlook shall cease subject to the following conditions: (i) Phlook shall remove Published Member Content from the Site within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, Phlook shall have the right to continue licensing Published Member Content until it is removed from the Site; and (iii) regardless of the expiration or termination of this Agreement, Phlook will continue, in accordance with this Agreement, to pay compensation due to the Member in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.

b. Upon termination, Phlook will be entitled to retain all amounts owing to the Member 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 establishing, managing and terminating your account.

c. Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement shall not alter or affect the rights granted to licensees or sub-licensees by Phlook pursuant to this Agreement.

d. Termination of this Agreement shall operate without prejudice to Phlook's rights, defenses and limitations of liability provided under this Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Review or Management of Member Content, Confidential Information, Representations and Warranties, Indemnity, No Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.

15. NO WARRANTIES

a. TO THE FULLEST EXTENT PERMITTED BY LAW, PHLOOK MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND REGARDING THIS SITE, PRODUCTS OR SERVICES ON THIS SITE AND/OR ANY MATERIAL PROVIDED ON THIS SITE, ALL OF WHICH ARE PROVIDED ON AN "AS IS" BASIS ONLY. PHLOOK DOES NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THIS SITE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, TERMS AND CONDITIONS, INCLUDING ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A GENERAL OR PARTICULAR PURPOSE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMITTED BY THE LAW. PHLOOK DOES NOT WARRANT THAT THIS SITE, ITS SERVERS OR ANY E-MAIL SENT FROM PHLOOK ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

b. SOME TERRITORIES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO TO THAT EXTENT THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.

16. LIMITATION OF LIABILITY

a. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED HEREIN.

b. IN NO EVENT SHALL PHLOOK 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 PHLOOK 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. IN ANY EVENT, PHLOOK'S 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 SHALL BE LIMITED TO THE FEES COLLECTED BY PHLOOK FOR THE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE HUNDRED ($100.00) SINGAPORE DOLLARS.

d. 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 PHLOOK OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

17. Governing Law and Jurisdiction

a. This Site is controlled and operated by Phlook from the Republic of Singapore. However, it can be accessed from all countries around the world. As each of these jurisdictions has laws that may differ from those of Singapore, you acknowledge and agree that this Agreement will be governed under the laws of the Republic of Singapore (without reference to its conflict of laws principles). 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.

b. You hereby irrevocably submit to the exclusive jurisdiction of the courts of the Republic of Singapore, with respect to the subject matter of 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, shall be submitted to the courts of the Republic of Singapore.

c. 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 in your account.

d. If Phlook is obligated to go to court to enforce any of its rights, or to collect any fees, you agree to reimburse Phlook for its legal fees, costs and disbursements if Phlook is successful.

18. General

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

b. You agree that all communications between us relating to this Site will be made by electronic mail and that for all purposes, a communication by electronic mail is to be considered communication in writing. Phlook’s main contact email is set out on our home page. For certain different purposes, you will need to use different electronic mail addresses to contact some of our departments. We will contact you using the email you provided in your member account.

c. Phlook's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

d. This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without Phlook's prior written consent. Phlook may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

c. A person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap 53B) to enforce any of its terms.

If all or part of any provision of this Agreement is wholly or partially unenforceable, Phlook shall, by email notice to you or by posting on the Site, 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.

19. Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF PHLOOK AGREEING TO PROVIDE A MEANS FOR THE PUBLICATION, SALE OR LICENSE OF YOUR PUBLISHED MEMBER 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 PHLOOK, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND PHLOOK RELATING TO THE SUBJECT OF THIS AGREEMENT.