AGREEMENT ACCEPTANCE PROCEDURE: BY CLICKING ON THE ACCEPTANCE BUTTON WHICH FOLLOWS THIS AGREEMENT, YOU INDICATE ACCEPTANCE OF THE TERMS AND CONDITIONS HEREOF. YOU SHOULD THEREFORE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING ON THE ‘I ACCEPT’ BUTTON.

AGREEMENT REJECTION PROCEDURE: IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU SHOULD CLICK ON THE ‘REJECT’ BUTTON.

1. ANALYSIS, IDENTIFICATION AND NOTIFICATION
1.1. Provision of Images. You shall make available to PicScout Ltd. (“PicScout”), from time to time, images (the “Images”) for analysis and identification by PicScout of possible infringements thereof on the internet through the PicScout IMAGE TRACKER service (the “Subscription Services”). You represent and warrant that you have sufficient rights in each of the Images submitted to PicScout to prosecute the infringement thereof, and the Images do not infringement the intellectual property rights of others. You will be registered in the PicScout customer registry, and PicScout will commence the Subscription Services within a reasonable period after you have completed the on-line sign-up form (“Subscription Form”) and full payment has been provided. The Subscription Services are provided based upon the Total Number of Uploaded Images to the PicScout system, as indicated in the Subscription Form. “Total Number of Uploaded Images” is defined as the maximum number of Images that may be uploaded by you to PicScout in accordance with the Annual Subscription Fee paid by you.

1.2. Analysis and Identification of Infringement. PicScout shall monitor the territories you have selected in the Subscription Form for commercial websites that potentially infringe the proprietary rights of the Images (“Infringements”). PicScout shall concentrate its efforts on identifying commercial Infringements of the Images rather than private use thereof.

1.3. Match Report. Upon identification of a possible Infringement, PicScout shall supply you with a report setting forth the possible infringement of an Image (“Match Report”). The Match Report will detail the Image ID of the Image in the PicScout database, and the URL (Uniform Resource Locator) of the webpage containing the possible Infringement. The Match Report will be supplied to you using a user-interface on PicScout’s website, via secured web access.

1.4. Exclusion of Images. In case Images provided by you already exist in the PicScout database, PicScout may notify you and remove such images from your account. The number of Images in your account will be credited accordingly. In case such credit will change your Subscription Services level, PicScout will refund to you within 30 days any difference between the registered Subscription Services level and the current Subscription Services level. In the event that Images provided by you are represented by a stock photography agency, or another agency or entity to whom the prosecution rights for such Images have been assigned (a “Stock Photography Agency”), and such agency is a customer of PicScout, all Match Reports (as defined below) of such images will be provided to the Stock Photography Agency only.

1.5. Notification. You shall notify PicScout, within thirty (30) days from receipt of a Match Report, whether you deem such indicated use as an Infringement of any Image (“Infringing Use Notice”), or whether the use indicated in the Match Report is legally permitted due to license fees being paid to you for such use on the date of identification of Infringement as set forth on the Match Report (“Authorized Use Notice”).

1.6. Pricing Changes . PicScout may change product functionality, fees and other pricing and service levels, and may offer and terminate promotions at its sole discretion from time to time.

2. COMPENSATION
2.1. PicScout shall be entitled to compensation, which includes an Annual Subscription Fee, and compensation for Recaptured Revenues, as are fully set forth below (“PicScout Compensation ”).

2.1.1. Annual Subscription Fee . You will pay to PicScout an annual fee set forth in the Subscription Form.

2.1.2. Recaptured Revenues. PicScout and its legal partner shall be entitled to 50% (fifty percent) of the gross amount collected by you from Infringements reported on any and all Match Reports, for which you have provided PicScout with an Infringing Use Notice (“Recaptured Revenues ”), including, without limitation, any amounts paid to you with regard to the Infringement of Images, whether as retroactive fees, regular fees, settlement agreements, damages obtained from law suits, or otherwise resulting or arising from the Match Report. In case you have legal costs from the litigation of an Infringement, PicScout compensation shall be 30% of any settlement or judicial determination, after legal costs actually incurred (after provision of written evidence of costs). You shall pay the aforementioned amounts to PicScout prior to the end of the calendar month in which you collected the applicable Recaptured Revenues.

2.2. Donation of recaptured revenue . PicScout will donate one third (1/3) of any fees paid to it as Recaptured Revenues to a Photographer Industry Association of choice. The default donation will be made to the Industry Association through which you signed up to the Subscription Service, or, if not relevant, PicScout will donate the fees to an Industry Association of its choice.

2.3. Refund . If you decide within 14 calendar days following your on-line registration that you do not wish to continue the Subscription Service, you may obtain a full refund of the fees paid. To cancel your subscription and obtain a refund, send an e-mail to helpdesk@PicScout.com with the following information: (a) insert “IMAGE TRACKER Refund Request” in the subject line, and (b) in the message, provide your full name, User ID and the credit card number used for registration. Refund requests will be honored only if received by PicScout no later than 14 calendar days following you on-line registration. Recaptured Revenues will not be refundable.

3. LEGAL ACTIONS & AUDIT
3.1. Legal actions. You shall notify PicScout on a timely basis of any and all legal actions taken with regard to an Infringement reported in any Match Report for whom you have given PicScout an Infringement Notice, including, without derogating from the above, oral or written demands for compensation, law suits and progress thereof, and/or settlements of any dispute. PicScout shall keep all information provided under this section confidential, until such information becomes public knowledge.

3.2. Fines or awards against you. PicScout shall not be responsible for any fines or awards awarded against you as a result of litigation proceedings or other actions carried out by you with regard to Infringements, which shall be borne by you solely.

3.3. Outsourcing of Legal Services. You may choose to prosecute an Infringement yourself, or you may transfer the handling of an Infringement to an attorney who will be assigned by PicScout or selected by you from a list of attorneys prepared by PicScout.

3.4. Audit . You shall keep complete and up-to-date books of accounts in accordance with general accepted accounting principles enabling the PicScout Compensation to be calculated. An annual report calculating the PicScout Compensation shall be submitted to PicScout within one hundred twenty (120) days after the end of each calendar year during the term hereof. Once a year, upon at least thirty (30) days written advance notice, and during reasonable working hours, PicScout shall be entitled to audit your financial books at your premises. The scope of the audit shall be limited to information necessary to calculate amounts owed by you to PicScout. PicScout shall keep all audit information confidential and may make use of the information only with regard to claims it may have against you. The cost of the audit shall be borne by PicScout; provided, however, that if an error greater than two percent (2%) in the payments by you over any twelve (12) month period will be found, you will bear the full cost of the audit.

4. TERM AND EARLY TERMINATION
4.1. Term. Unless otherwise specified in the Sign Up Form, the initial term for Subscription Services will be one year. PicScout reserves the right to terminate this Agreement without notice upon rejection of any card charges.

4.2. Effect of Termination. This Agreement and all Subscription Services will cease at the conclusion of the Agreement term defined in Section 4.1, unless the subscription is renewed as provided in that section, provided however, that you shall still be required to pay PicScout Compensation with respect to Infringements identified during the term of the Agreement. PicScout may also terminate the subscription at any time at its sole discretion, and, except in the case of material breach by you, shall refund to you the prorated Annual Service Fees paid for the period during which PicScout will not provide Subscription Services. Such refund will be you sole and exclusive remedy for early termination. Upon termination of this Agreement, the data on your account, including the usage reports will be deleted and your Images will be deleted from PicScout systems
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4.3. DISCLAIMER. IT IS EXPRESSLY AGREED THAT PICSCOUT PROVIDES THE SERVICE “AS IS” AND DOES NOT PROVIDE ANY WARRANTY AS TO THE SERVICE, AND ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, SATISFACTORY QUALITY, ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY OTHER MATTER PERTAINING TO THIS AGREEMENT, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. WITHOUT DEROGATING FROM THE FOREGOING, PICSCOUT DOES NOT WARRANT THAT IT WILL IDENTIFY ANY IMAGES OR INFRINGEMENTS OF IMAGES OR THAT THE IMAGES REPORTED ON ANY MATCH REPORT DO, IN FACT, INFRINGE THE PROPRIETARY RIGHTS OF THE IMAGES. WITH RESPECT TO INFORMATION CONVEYED THROUGH THE INTERNET, YOU UNDERSTAND THAT CURRENT TECHNOLOGY DOES NOT ALLOW FOR COMPLETE TRANSMISSION SECURITY, AND YOU ASSUME THE RISK THAT DATA MAY BE INTERCEPTED BY THIRD PARTIES.

4.4. LIABILITY LIMITATIONS . PICSCOUT WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM LOSS OF DATA OR USE, LOST PROFITS, INTERRUPTION OF BUSINESS, OR ANY OTHER INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES. IN NO EVENT WILL PICSCOUT'S LIABILITY TO YOU EXCEED THE TOTAL AMOUNT PAID TO PICSCOUT FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT WITHIN ANY 12 MONTH PERIOD.

4.5. Acknowledgement. Because many factors beyond PicScout's control may affect the quality and accessibility of the image analysis process (for example a substantial distortion of the image), and because image recognition technology is continually developing, your use of the Subscription Service is at your own risk, and you fully acknowledge that failure to detect an image with the Subscription Service is not an assurance that such image does not exist on a website. Accordingly, and in addition thereto, you agree to indemnify PicScout, and its agents, officers and directors and hold PicScout and its agents, officers and directors harmless against any claims, losses, liability, and any other expenses, including attorney's fees, that relate to your use of the Subscription Service, including, without limitation, (i) claims that PicScout’s analyses and use of an Image with respect to the Subscription Services infringes the intellectual property rights of a third party, and (ii) claims from third parties against PicScout relating to Images to which you do not have rights thereunder, or have insufficient rights to with respect thereto to obtain the Subscription Services for such Images.

4.6. Viruses. You shall use your best efforts to ensure that Images uploaded to PicScout are and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code.

5. FURTHER OBLIGATIONS OF PICSCOUT PicScout acknowledges that the Images are your proprietary property and/or certain other parties and agrees (i) to use the Images solely for the purposes of this Agreement, and (ii) not to disclose or transfer the Images or the analysis thereof to any other party without the your prior written consent, provided however, that if any Image is claimed to be owned by another customer of PicScout, PicScout may so inform such other party to enable resolution of such matter between the parties.

6. CONTACT DETAILS; NOTICES
6.1. Contact Details. You shall provide contact details in the Subscription Form (“Contact Details”) which may include all or some of the following information based on the subscription type: your name, address, phone number, e-mail address, and such other reasonable information including, without limitation, copyright information for images you submit. You may change you Contact Details as often as desired, provided such changes are made electronically through the PicScout web site. You represent that (i) the Contact Details are accurate and not misleading, and (ii) you have full power and authority to allow PicScout to use the Contact Details in the PicScout Registry as provided herein.

6.2. Notices. Any notice required or allowed hereunder shall be in writing and shall be deemed to have been conclusively given or made on the day upon which such notice is personally delivered or, if sent by registered mail postage prepaid, then as of the date of its receipt, or if transmitted by facsimile on the first (1st) business day following the facsimile transmission, or if by other electronic means (such as e-mail), when actually received.
The contact details of the parties for the sake of giving notices shall be: PicScout:
11 Galgalei Haplada St
P.O.B 12611
Herzelia 46733
Israel
You :
The Contract Details submitted in the Subscription Form

7. ARBITRATION; GOVERNING LAW
The parties agree to settle any dispute in an arbitration proceeding by a mutually agreed arbitrator. The terms and conditions for such arbitration will be agreed to by the parties and the arbitrator. Where the parties fail to reach agreement as to the selection of an arbitrator or the terms of the arbitration, within twenty one (21) days after a request for nomination of an arbitrator has been made, the parties shall seek an arbitration by an experienced arbitrator in accordance with the rules and procedures of the American Arbitration Association in New York, New York, USA and agree to the terms of arbitration as will be set by the American Arbitration Association. This Agreement, and the interpretation and enforcement thereof, shall be governed by the laws of the State of New York. (without regard to the conflicts of laws principles thereof).

8. RELATIONSHIP OF PARTIES
The parties acknowledge and agree that PicScout is an independent contractor and that this Agreement shall not create the relationship of employer and employee, a partnership, or a joint venture between the parties.

9. ENTIRE AGREEMENT
This Agreement supersedes in full all prior discussions and agreements between the parties and constitutes the entire agreement between the parties relating to the subject matter hereof. This Agreement may be modified or supplemented only by a written document signed by an authorized representative of each party.

10. ASSIGNMENT
PicScout may freely assign its rights and obligations under this Agreement. You may not transfer this Agreement or the Subscription Services to any other person or entity, or grant any rights therein to others.

11. SEVERABILITY.
If any provision of this Agreement is determined to be void or unenforceable by a court of competent jurisdiction, every other provision of the Agreement shall remain in full force and effect.

QUESTIONS.
If you have any questions concerning this agreement, please contact PicScout's Customer Care group via email at helpdesk@PicScout.com .