Terms and Conditions

PICSCOUT VISUAL INSIGHTS SERVICE – TERMS AND CONDITIONS

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SERVICE.

BY USING THIS SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS WHICH SHALL GOVERN YOUR RECEIPT OF THE SERVICE (DEFINED BELOW). IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS OR DO NOT WISH TO RECEIVE THE SERVICE, YOU ARE PROHIBITED FROM USING THE SERVICE.

These terms and conditions (the “Terms”) are between you (“You”, “Your” or “Photographer(s)”) and PicScout (Israel) Ltd. (“PicScout”).

These Terms govern Your receipt of the Service (defined below) which shall be rendered to You by PicScout.

1. PicScout. PicScout has developed and maintains the PicScout platform, a repository of digital image fingerprints and their metadata (the “PicScout Platform”), to which image owners and licensees may transfer their digital images and accompanying metadata in order to enable PicScout to render to them the PicScout Visual Insights Service, which utilizes the index stored on the PicScout Platform to locate online usages of their images, therefore enabling You (and other Image rights-holders like You) to locate unauthorized uses of Your proprietary rights in Your Images (the “Tracker Service”). Furthermore, You will have the option to elect that PicScout support Your license compliance efforts through an additional service that assists You by issuing correspondence to unauthorized users with cease and desist notices and an offer for them to purchase the right to make future authorized use of the images in questions, and this additional service provides You further support by the collection of money from any such sales to unauthorized users (the “Authorized Use Verification Service”). The Tracker Service and the Authorized Use Verification Service, shall be jointly referred to herein as the “Service”.

2. Receipt of the Service. PicScout shall provide You with the Service with respect to all digital images and accompanying metadata that You upload to the PicScout Platform (“Images”). You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to You and the right to access the Service is revoked where these Terms or use of the Service is prohibited or to the extent offering, sale or provision of the Service conflicts with any applicable law, rule or regulation. Further, the Service is offered only for Your use, and not for the use or benefit of any third party.

3. The Images. In order to enable provision of the Service, PicScout shall digitally fingerprint Your Images, and shall include and index Your Images and their digital fingerprints in the PicScout Platform. You acknowledge that inclusion of the Images in the PicScout Platform shall be governed by the PicScout Platform Terms and Conditions (the “Platform Terms”) in addition to these Terms. The most recent version of the Platform Terms, and any changes thereto, can be viewed at https://www.picscout.com/terms-conditions/, and are incorporated herein by reference. In the event that any of the terms of the Platform Terms conflict with any of the terms contained in these Terms, these Terms shall control.

4. The Tracker Service. In connection with the Tracker Service, PicScout shall use its image tracking technology to identify usages of Your Images on websites, and PicScout shall make Reports (defined below) available to You in accordance with the Service Level (defined below) selected by You. Each such individual usage of an Image shall be referred to herein as a “Usage”, and each individual report made available to You by PicScout, which may contain either one individual identified Usage or several identified Usages effected on the same website, shall be referred to herein as a “Report”. PicScout aims to monitor websites worldwide, and to provide the Service on a worldwide basis. Accordingly, PicScout shall provide Client the Service in each territory in which the Service becomes available at each point in time. By receiving the Service, You acknowledge and agree that PicScout focuses on the identification of Usages on commercial websites. You will be able to view and access Your Reports by following the directions contained on the email(s) You receive from PicScout, which will include information pertaining to the Service such as a link to PicScout’s Reporting Website (the “Reporting Website”) where You will be able to view Reports.

5. Identifying Unauthorized Usages. You understand and agree that the Service identifies Usages but only You can deem any particular Usage as constituting an unauthorized use of Your proprietary rights in an Image — that is, when a Usage is not properly licensed or otherwise authorized (“Unauthorized Use”). You shall only identify a Usage as an Unauthorized Use after diligent inquiry. By identifying a Usage as an Unauthorized Use, evidenced by Your selection of the Monetization Button (defined below), You represent and warrant that (a) You have conducted diligent and thorough investigation into the Usage and (b) neither You nor another party with sufficient rights in the Image (e.g. Your licensor or an authorized licensee) have authorized such Usage.

6. Activation. Should You deem any Usage(s) in a Report as an Unauthorized Use(s) and choose to authorize and instruct PicScout to commence the Authorized Use Verification Service for such Usage(s) (making the Usage(s) “Pursued Image(s)”), You can do so by selecting the activation button on the applicable Report through the Reporting Website (“Monetize Button”; “Monetization”), and PicScout shall, solely with respect to such selected Usage(s), commence with supporting Your authorized use verification efforts by sending correspondence, on Your behalf, to the individual or entity identified as having performed the Usage(s) (the “Unauthorized User”) in order to validate the existence of a license and/or to issue cease and desist notice and/or to offer that the Unauthorized User purchase the right to future use of the Pursued Image(s) (“Correspondence”). You understand and agree that the Authorized Use Verification Service may be effected by PicScout itself and/or by means of third party PicScout affiliate(s) expressly engaged by PicScout for such license compliance purposes (the “LCS Affiliates”).

   PicScout shall send Correspondence to Unauthorized Users. Correspondence may be sent in the form of one or more e-mails, letters or both.

   The Correspondence shall be in the general form and substance as shall be made available to You for viewing on the Reporting Website following Your selection of the Monetize Button (“Correspondence Templates”). PicScout may update the Correspondence form from time to time. The most up to date general format of the Correspondence can be viewed on the Reporting Website. Please review the Correspondence Templates after selecting the Monetize Button for any Report because You shall be deemed to have pre-approved the Correspondence Templates. IF YOU SELECT THE MONETIZE BUTTON AND THEN YOU DO NOT AGREE WITH THE FORMAT OR LANGUAGE OF THE CORRESPONDENCE TEMPLATE, PLEASE SELECT THE SUBSEQUENT “CANCEL” (OR SIMILARLY NAMED) BUTTON.

   The Correspondence shall contain (a) a license validation and (b) a demand that such Usage is ceased (i.e. that the Pursued Image no longer be used by the Unauthorized User) and (c) an offer that the Unauthorized User purchase the right to future use of the Pursued Image(s). Upon each selection by You of the Monetize button, You shall inform PicScout of the amount to be requested for the future use of the Pursued Images.

   In addition to sending the Correspondence notices set forth above, PicScout shall perform the following services (collectively, the “Collection Services”):

   PicScout will operate an online collection web site on Your behalf (the “Collection Site”), which shall appear as follows: https://settle.lcs.global and will use such Collection Site for the purpose of collecting payment on Your behalf for future use of the Pursued Images and shall remit Your share of the collected payments to You, according to the distribution set forth in Section 11. PicScout will also operate a bank account to which Unauthorized Users can remit payment of said amount, and PicScout shall remit Your share of fees to You, according to the distribution set forth in Section 11. Upon selection of the Monetize Button, You hereby authorize PicScout to collect such payments and operate such bank account and online collection website.

7. Service Fees. In consideration of the Service, You will pay (a) a monthly Service Level fee entitling you to receive Reports as set out in Section 9 herein, (b) upon selection of the Monetize Button, a one-time fee for each Report on which You select the Authorized Use Verification Service, as set out in Section 10, and (c) in accordance with Section 11, a percentage of all amounts which are actually successfully collected from Unauthorized Users as set out in Section 11.

8. Service Level Fee. You shall pay a service level fee (“Service Level Fee”) in accordance with the service level (each a “Service Level”) selected by You, entitling You to receive Reports. The Service Level Fee will be billed to You by PicScout each month in advance. PicScout selects which Usages to report to You at its sole discretion. These fees will be billed to You by PicScout using the payment details provided by You upon registration to the Service (either credit card or PayPal). To this end, please note that the third party clearing system utilized by PicScout for this purpose is compliant with the Payment Card Industry Data Security Standard.

9. Service Levels. The available Service Levels are as follows:

   Level	Number of Reports	Monthly Fee
   1	Up to 1	$8 per month
   2	Up to 5	$15 per month
   3	Up to 10	$20 per month

   Please note the possibility that PicScout, despite its efforts, may not identify Usages of Your Images in any given month (either due to the nature of Your Images or otherwise). In such event Your Service Level Fee shall remain as the charge which corresponds to Your selected Service Level, and You shall not be entitled to a reimbursement.

10. Authorized Use Verification Activation Fee. You shall pay ten dollars (US$10) for each Report on which You select the Monetize Button (“Monetization Fee”). For the avoidance of all doubt, this amount is not reimbursable and will remain due and payable regardless of whether any amounts are actually successfully collected from the applicable Unauthorized User. Each time the Authorized Use Verification Service is activated, the ten dollar ($10) fee will be billed to you by PicScout, using the payment details provided by You upon registration to the Service (either credit card or PayPal).

11. Payments from Unauthorized Users. All Revenue (defined below) shall be divided between You and PicScout as set out below, after the deduction of any bank and credit card fees that may be borne by PicScout in collecting the Revenue for Your Images:

    You – 40%

    PicScout – 60%

    “Revenue” shall mean any and all revenues that are actually received by PicScout on Your behalf from Unauthorzied Users of Pursued Images as a result of the Authorized Use Verification Service during the Term, and after termination to the extent arising from selection of the Monetization Button effected by You during the Term. Revenue includes all Your revenues from the sales and/or licensing of the Pursued Images and, if applicable, from the sale and/or licensing of a package of other Images of Yours to such Unauthorized User (that may or may not include the Pursued Image detailed in the Report which revealed the Unauthorized User’s wrongdoings) as a direct result of PicScout’s Correspondence with the Unauthorized User on Your behalf in connection with the Authorized Use Verification Service.

12. Payment Method; Tax. PicScout will invoice you for the Service Level Fees on an upfront monthly basis. In addition, each time You effect select the Monetize Button, PicScout will invoice you for corresponding Monetization Fee within 48 hours. With respect to Revenue, PicScout shall collect the applicable amounts from Unauthorized Users and remit to You that portion of any actually collected Revenue to which You are entitled hereunder. Any such amounts shall be remitted to You within 90 days following PicScout’s actual receipt of the applicable Revenue. Please note that, notwithstanding the aforesaid, PicScout shall remit to You Your portion of the actually collected Revenue during the aforesaid timeframe provided that the amount to be remitted to You has reached the minimum transfer increment of US$500 (Five hundred US Dollars). You shall bear and be responsible for the remittance of any and all sales, use, excise, import or export, value-added or other taxes, duties, levies, or other governmental charges arising out of the Revenue, and shall pay same to the appropriate authorities. In the event that You fail to pay any due and payable Service Level Fee(s) or Monetization Fee(s) charged on Your Images, PicScout shall have the right to offset from Your portion of the Revenue, the outstanding amount of the aforesaid fees.

13. License. You hereby grant to PicScout, for the Term of the Agreement, an irrevocable (subject to Your right to opt-out of the Service as set out herein) right and license to incorporate the Images into the PicScout Platform and to make use of the Images solely in the manner and to the extent reasonably necessary in order for PicScout to render to You the Service, or as otherwise set out in the Terms, including, without limitation, to digitally fingerprint, store and index the Images and their digital fingerprints in the PicScout Platform, and to identify Usages of the Images on the internet. Further, for Pursued Images, and with respect to those individuals and entities deemed by You as Unauthorized Users by Your selection of the Monetize Button, You hereby grant PicScout a right and license to act on Your behalf solely as reasonably necessary and in the manner set forth in these Terms in order to effect the Authorized Use Verification Service and the collection of payments from Unauthorized Users for their right to make future use of the Pursued Images including, without limitation, by issuing Correspondence and operating the Collection Site, such actions to be effected by PicScout itself and/or by means of an LCS Affiliate.

14. Intellectual Property. PicScout acknowledges that Your Images and any other information provided by or on your behalf hereunder are Your proprietary property (“Photographer IP”) and agrees to use the Images solely as set out in these Terms. Notwithstanding the aforesaid, You acknowledge and agree that PicScout shall have full right and title, notwithstanding any Opt-Out or termination of these Terms, to any data, analyses or other information generated by PicScout as a result of PicScout’s rendering of the Service, excluding Photographer IP, (“Generated Information”) provided that PicScout shall only use any such Generated Information on an aggregate, anonymous basis. For the avoidance of all doubt, Generated Information shall not include any personally identifiable information.

15. No Warranty. PICSCOUT DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE SERVICE, AND EXPRESSLY DISCLAIMS ANY WARRANTIES REGARDING THE FOLLOWING: THE INCLUSION, FINGERPRINTING, INDEXING, STORAGE OR USE OF THE IMAGES IN THE PICSCOUT PLATFORM; THE SERVICE, REPORTS AND THE COMPLETENESS AND ACCURACY THEREOF; AND REGARDING THE SUCCESS OF COLLECTION, OR ANY ACTIONS TAKEN OR STATEMENTS MADE BY PICSCOUT OR LCS AFFILIATE OR OTHER THIRD PARTY (WHETHER OR NOT ENGAGED BY PICSCOUT) TOWARDS UNAUTHORZIED USERS ON YOUR BEHALF WHILE RENDERING THE AUTHORIZED USE VERIFICATION SERVICE.

16. Representations & Warranties; Indemnity. In addition to all representations and warranties contained in the Platform Terms, by receiving any portion of the Service, You hereby represent and warrant (a) You have all applicable rights, title and license to the Images to the extent necessary to enable You to accept these Terms and to provide the Images to PicScout for use in accordance with these Terms and the Service and to grant the licenses set forth herein without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights; (b) You have the right to prosecute claims of proprietary rights infringements of the Images; (c) for any and all Reports for which You select the Monetize Button, such Usages are Usages which, to the best of Your knowledge after a diligent check, indeed constitute infringements of Your proprietary rights in the Image in question. You agree to defend, indemnify and hold harmless PicScout, its affiliates, and its and its affiliates’ respective officers, directors, employees, contractors and agents, from any expenses, liabilities, damages, judgments, settlements, awards or costs (including reasonable attorneys fees) incurred by them resulting from claims based on a breach of Your representations and/or warranties, or Your use of the Service including, without limitation, based on actions (or omissions) taken by PicScout or an LCS Affiliate or other third party (whether or not engaged by PicScout) on Your behalf or by You with respect to the Pursued Images, solely to the extent not incurred due to gross negligence or willful misconduct by PicScout.

17. Limitation of Liability. Without derogating from Section 16 above, and except to the extent that any exclusion or limitation of liability is void, prohibited or unenforceable by applicable law, in no event shall PicScout be liable concerning the subject matter of these Terms, regardless of the form of any claims or action, for any (a) indirect, punitive, incidental, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits or goodwill, or (b) except for payment of monies owed, aggregate liability in excess of PicScout’s portion of Revenue from Your Pursued Images in the six (6) calendar months prior to the events that gave rise to the claim.

18. Termination. Your receipt of the Service may be terminated at any time (“Termination”) (a) by PicScout’s provision to You of a written termination notice; or (b) by Your request to PicScout sent to contact@picscout.com clearly conveying Your desire to opt-out of the Service (“Opt-Out”). For clarity, You can Opt-Out of receiving the Service for all Your Images but not for specific Image(s) only. Termination of the Service will take effect as of the end of the calendar month following the month in which the Opt-Out or Termination notice is duly provided, however if there are any active collection processes in progress at the time notice of Termination is provided, said Termination shall become effective six (6) months following provision of termination notice, it being agreed that during said six (6) month period no additional images of Yours shall be transferred by You to PicScout for provision of the Service. In addition, either You or PicScout may suspend performance and/or terminate Your receipt of the Services if You or PicScout, as applicable, materially breach any provision of these Terms (including payment) and fails to cure that breach within fifteen (15) calendar days after receiving written notice of the breach. Notwithstanding the above, Termination (or termination due to material breach by You), will not deprive PicScout of the right to receive any compensation due to them for the Service rendered during the period in which You received the Service (“Term”), nor shall it deprive You of the right to receive any Revenue collected for Authorized Use Verification Service initiated during the Term. Following Termination, PicScout shall continue to remit to you any Revenue due to you in accordance with this Agreement. Any fees paid hereunder are non-refundable. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of Images, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

19. Confidentiality. With the exception of anonymous, aggregated PicScout Generated Information, You and PicScout agree that all proprietary business information that You, on the one hand, and PicScout, on the other, receive, learn or obtain from and about each other in connection with these Terms, constitute “Confidential Information”. The receiving party (“receiving party”) will hold in confidence and not disclose or, use (except in performing its obligations pursuant to these Terms and as expressly permitted herein) the other party’s Confidential Information. However, a receiving party shall not be obligated under this paragraph with respect to information that (i) the receiving party can document is or becomes readily publicly available without restriction through no fault of the receiving party; (ii) was, at the time of disclosure under this Agreement, already rightfully known to the receiving party without any restriction on its disclosure; (iii) is independently developed by the receiving party without the use of or reference to the disclosing party’s Confidential Information or breach of this Agreement, as can be evidenced by the receiving party; (iv) is or subsequently comes into the possession of the receiving party from a third party without violation of any contractual or legal obligation and without any restriction on its disclosure.

20. Force Majeure. PicScout (and the LCS Affiliates, as applicable) shall not be liable for damages for any delay or default in its obligations hereunder if such delay or default is caused by conditions beyond its reasonable control, including but not limited to acts of God, catastrophes, government restrictions, wars, acts of terrorism, insurrections, strikes, fires, floods, special events cancellation, failure of equipment or transmission difficulties or work stoppages.

21. Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principals. Any dispute in connection with these Terms that arises between You and PicScout that cannot be amicably resolved shall be, subject to Section 22, finally submitted to the exclusive jurisdiction of the applicable courts of New York, New York.

22. Arbitration; Class Action Waiver – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.

    1. Arbitration.You agree that all disputes between You, on the one hand, and PicScout (and/or LCS Affiliate(s)), on the other hand, (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these Terms, your use of the Services, and/or rights of privacy and/or publicity, will be resolved by binding, individual arbitration in New York, New York under the Streamlined Arbitration Rules and Procedures (“Rules”) of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules, AND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. As an alternative, You may bring your claim in Your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You may bring claims only on your own behalf. Neither You nor we will participate in a class action or class-wide arbitration for any claims covered by this agreement. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.

    2. Severability.If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this section will be null and void. This section will survive the termination of Your relationship with us.

23. Miscellaneous. These Terms are the entire agreement between You and us with respect to the Service and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and PicScout with respect to the Service. PicScout shall notify You of any changes in these Terms. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable. The failure of PicScout to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. These Terms are personal to You, and are not assignable, transferable or sublicensable by You except with the prior written consent of PicScout. PicScout may assign, transfer or delegate any of our rights and obligations hereunder without Your consent. No partnership, joint venture, or employment relationship is created as a result of these Terms and no party has any authority of any kind to bind the other in any respect. Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to contact@picscout.com. The failure of PicScout to enforce any part of these Terms shall not constitute a waiver of PicScout’s right to later enforce that or any other part of these Terms. Waiver of compliance in any particular instance does not mean that PicScout will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, PicScout must provide You with written notice of such waiver through PicScout’s authorized representatives. The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.

Updated August 11, 2016

WEB BADGES TERMS AND CONDITIONS

1. PicScout and its affiliate, License Compliance Services, (together, “PicScout”) provide you a limited license to use the “Powered by PicScout” badge and the “Protected by LCS” badge (the “Badge(s)”) on your website subject to these terms and conditions.
2. You can use either of the Badges individually or both Badges together, as appropriate, on your website.
3. PicScout provides you this right to use the Badges as a free service, and provides the HTML codes for you to add the Badges to your website at no charge.
4. You may use the Badges solely as designed, displayed, intended and promoted on PicScout’s website. Do not animate, rotate, or otherwise distort any of the designs of the Badges.
5. The Badges are intended solely for use and display in HTML on the World Wide Web. Do not use them in advertising or promotional materials, products, labels, packaging or any other printed material.
6. Do not use the Badges in any way that might suggest that PicScout endorses or is responsible for the content of your website. This license to use the Badges does not imply that additional protection of your website content is provided to you by PicScout.
7. Your use of the Badges acknowledges PicScout’s ownership of the Badges and the included trademarks and such use inures to the benefit of PicScout. PicScout grants you no rights in the Badges and the included trademarks other than described herein. Any other use may be considered an infringement.
8. You may not use the Badges or any PicScout trademark on a webpage which contains subject matter which PicScout may deem, at its sole discretion, in poor taste or to be disparaging to PicScout or its products or services. Further, the Badges shall not be used and displayed on a website that contains content which is, in PicScout’s sole discretion, potentially illegal, a violation of trademark rights and/or copyright, or which may subject PicScout to liability, or violate these terms and conditions. PicScout reserves the right to monitor or view content on websites which have the Badges placed upon them at any time for the purpose of ensuring compliance with these terms and conditions.
9. The Badges shall not be used and displayed on a website that promotes hatred or harm towards anyone or any party, group or organization, or on a website that contains obscene, pornographic, or profane content, nor on a website to promote the protection of content which has been obtained illegally or without permission. The Badges shall not be used and displayed on a website in a manner that violates applicable law, and shall not be used and displayed on a website displaying content which is prohibited by the laws of the USA or country where the website host is physically located or incorporated.
10. The Badge shall not be used in conjunction, directly or indirectly, with any advertising not belonging to PicScout.
11. The “Powered by PicScout” badge must be configured on your website as an active link back to the PicScout web page at http://www.PicScout.com. The “”Protected by LCS” badge must be configured on your website as an active link back to the License Compliance Services web page at http://www.lcs.com. These connections must be direct and without any interference, redirects or advertising not belonging to PicScout.com or LCS.com. You are not permitted to link the Badges to other pages on your website or to third-party web sites.
12. PicScout further reserves the right, at its sole discretion, to modify this license or the Badges themselves. You will have ten (10) calendar days after electronic notice to conform to the new changes. Notwithstanding the aforesaid, PicScout reserves the right to stop delivering the Badges and to revoke this license at any time at PicScout’s sole discretion without first notifying you. In no instance shall PicScout be liable for the removal of the Badges.
13. PicScout, its affiliates, and their respective officers, directors, employees, contractors and agents shall not be held responsible, liable or included in any legal action taken against you as a result of the installation of the Badge(s) on your website. You agree to defend, indemnify and hold harmless PicScout, its affiliates, and their respective officers, directors, employees, contractors and agents, from any expenses, liabilities, damages, judgments, settlements, awards or costs (including reasonable attorneys fees) incurred by them resulting from claims arising from the installation of the Badge(s) on your website.
14. PicScout provides you this license to use the Badges “as is” without any warranty. PicScout makes no statement of claim regarding the performance, function, coding etc. of a website once the Badge(s) HTML code(s) has/have been installed on your website. PicScout, its affiliates, and their respective officers, directors, employees, contractors and agents shall not be held responsible or liable for any issues which may result when the Badges are installed on your website.

PICSCOUT WIDGET TERMS OF USE

1. PicScout offers you free use of the PicScout “Search Button” widget (the “Widget”) for embedding on your website subject to the terms and conditions found herein. Please read these terms and conditions of use of the Widget (hereinafter the “Terms”) carefully before embedding the Widget on your website. You are not required to agree to the Terms. However, if you reject the Terms, you do not have any right to embed the Widget. If you embed the Widget on your website, you will be deemed to have accepted the Terms and entered into a legally binding contract with PicScout (Israel) Ltd. (“PicScout”, “we”, and sometimes “us”). If you agree to these Terms on behalf of a business, you represent and warrant that you have authority to bind that business to these Terms, and your agreement to these Terms will be treated as a binding agreement on behalf of the business embedding the Widget on its website. In such event, “you” and “your” shall refer herein to that business.
2. Subject to these Terms, PicScout grants you a worldwide, non-exclusive, non-transferable, non-sublicensable right and license to download the Widget and embed it on your website. Except as expressly specified in these Terms, you may not (a) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works or improvements from the Widget or any portion thereof, or attempt to discover any source code, protocols, or other trade secrets in the Widget; (b) obtain or attempt to obtain unauthorized access to the PicScout Platform; (c) use, export, or re-export the Widget in violation of applicable laws or regulations; (e) sell, lease, loan, distribute, transfer, or sublicense the Widget or access thereto or derive income from the use or provision thereof, whether for direct commercial or monetary gain or otherwise; (f) use the Widget in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms; (g) use the Widget for any enterprise or commercial purposes for which the Widget was not, in PicScout’s sole discretion, designed. Without derogating from the generality of the foregoing, you will furthermore not remove any backlinks from the Widget software code.
3. Please note that you may not charge users of the Widget on your website for their use of the Widget.
4. Do not display the Widget on your website in any way that might suggest that PicScout endorses or is responsible for the content of your website.
5. You agree that PicScout, its affiliates and licensors own all right, title and interest in and to the Widget and that the content available through the Widget is the property of the respective copyright holders, and that, other than as expressly set out in these Terms, no license is granted to you with respect to the Widget or the content accessible by means of the Widget, including without limitation all intellectual property rights therein. You will not remove, delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on or incorporated in the Widget or any content accessible by means of the Widget.
6. PicScout is not obliged to offer any technical or maintenance support for the Widget. PicScout may offer upgrades or updates to the Widget in its sole discretion. PicScout may change, suspend, or discontinue any aspect of the Widget at any time without notice to you. PicScout may also impose limits on certain features and services or restrict your access to parts or all of the Widget, related content and services without notice or liability.
7. The Widget is currently provided to you without charge. PicScout reserves the right to charge fees for future use of or access to the Widget or PicScout content and services at PicScout’s sole discretion.
8. You agree that you are responsible for all third party software, hardware, and services used in connection with the Widget. Any third party software, hardware, and services (whether required or optional) that you use in conjunction with the Widget, is the sole responsibility of such third party, and is subject to the terms, conditions, warranties and disclaimers provided by such third party.
9. Use of the Widget and any data, content or services accessed through them is at your sole risk and these offerings are provided “as is.” Any content accessed or otherwise obtained through your use of a Widget is at your own discretion and risk, and you will be solely responsible for any results from the download or use of any material, content or information.
10. PicScout expressly disclaims all warranties of any kind, whether express or implied, relating to the Widget, data, content, or services accessed from, or the accuracy, timeliness, completeness, or adequacy of the Widget and any data, content, or services accessed from them including the implied warranties of title, merchantability, satisfactory, quality, fitness for a particular purpose, and non-infringement. No advice or information, whether oral or written, obtained from PicScout or elsewhere will create any warranty or condition not expressly stated in this agreement.
11. You represent and warrant that (i) you have all the rights, power and authority (including without limitation all required third party licenses or permissions) to engage in the activity contemplated by these Terms; (ii) the site where you incorporate the Widget will not contain material which is unlawful, obscene, harmful, threatening, harassing, defamatory or hateful, that invades the privacy of any third party or violates any third party’s intellectual property rights or is otherwise objectionable in the opinion of PicScout; and (iii) you are responsible for all activity related to or content provided on your site, and PicScout disclaims any and all liability relating thereto.
12. You agree to defend, indemnify and hold PicScout and its officers, directors, and employees harmless from any loss, liability, costs or expenses, including reasonable attorneys’ fees, arising from or incurred as a result of (i) any third party claims, to the extent that such claims relate to or are based on your breach of these Terms; (ii) your embedding, posting or use of any Widget; and (iii) your site and any claim that it or any content therein infringes any third party’s intellectual property rights.
13. IN NO EVENT WILL PICSCOUT BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR THE USE OR DISTRIBUTION OF THE WIDGET, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT PICSCOUT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. SOME JURISDICTIONS MAY NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU.
14. These Terms remain in force for as long as the Widget is used by you. These Terms terminate automatically if (i) you violate any term hereof; or (ii) PicScout publicly posts a written notice of termination on PicScout.com; or (iii) PicScout sends a written (including email or text message) notice of termination to you directly.
15. PicScout reserves the right to monitor or view content on websites which have the Widget placed upon them at any time for the purpose of ensuring compliance with these Terms.
16. The failure by either party to enforce any of the provisions of these Terms will not constitute a waiver of future enforcement of that or any other terms.
17. If any provision contained in these Terms is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.
18. PicScout may revise and update these Terms at any time. Your continued usage of the Widget will mean you accept those changes.
19. These Terms constitute the entire agreement between you and PicScout and govern your use of the Widget, superseding any prior agreements between you and PicScout with respect to the Widget or thereto connected content or services.