TERMS AND CONDITIONS
By accepting PicScout’s terms and conditions, you affirm that:
- You are an owner or licensee of images;
- You may upload Your images and corresponding metadata to the ImageIRC™ platform and PicScout will fingerprint and index them, and may present them to users of its ImageExchange™ service;
- PicScout shall, when possible, direct such users to Your website to purchase/license these Images;
- You shall pay PicScout fees as set out in the "Fee" paragraph below time; and
- PicScout will make best efforts to ensure that Every Image Gets it Credit™, however the Services are provided without warranty.
These terms and conditions (the "Agreement") constitute a binding legal agreement between You, an individual or a person acting on behalf of a corporation (“You”), and PicScout (Israel) Ltd., located at 11 Galgaley Haplada St, Herzlia, Israel (“PicScout”), with respect to Your submission of images and image metadata to PicScout in order to enable PicScout to perform services, including displaying Your content to users of PicScout’s ImageExchange™ service in order to attract users to Your website.
PicScout’s Services
"ImageIRC™" is PicScout’s repository that contains image fingerprints and information regarding such images.
"ImageExchange™" utilizes the index stored on the ImageIRC™ to enable PicScout to provide ImageExchange™ users with information regarding images they may have found, such as the identity of the image licensor and a link to the image licensor’s landing page. ImageExchange™ users include both direct users of the ImageExchange™, as well as users of any ImageExchange™-based third party applications.
BY CLICKING THE "SUBMIT" BUTTON, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
After you click the "SUBMIT" button, PicScout may (at its sole discretion) grant You an account via which you can submit content ("Your Account"). Instructions regarding the content submission process are available on PicScout’s website, and may be updated from time to time at PicScout’s discretion. These Terms and Conditions apply to any Images and Metadata submitted by You pursuant to these Terms.
Your Content
You may submit to PicScout from time to time throughout the term of this Agreement: (i) images (your "Image(s)"); and (ii) any metadata regarding your Images, which PicScout recommends should include at least the catalogue number of each Image in your database, photographer’s name, licensor’s name, license type, the landing page for each Image (i.e. the webpage in Your website that contains the Image information and from which the purchasing process may be commenced), keywords, maximum size in which Image is available, and resolution ("Metadata").
You will only submit Images (i) in which You own or have all rights to license as set out in these Terms, and (ii) regarding which the copyright/licensing metadata information provided by You with each such Image is, to Your best knowledge, accurate. PicScout may terminate these Terms and Conditions had it received any information which may provide it with reason to believe that You may have submitted any Images and/or Metadata that do not fulfill the above terms. Moreover, You hereby agree to indemnify PicScout and its affiliates and their respective officers and directors ("PicScout Entities") for any damage, cost or legal fees (including reasonable attorney’s fees) it might incur due to providing its Services hereunder based on any Image and/or copyright/licensing metadata submitted by You in contradiction with these Terms.
PicScout shall, after submission, fingerprint your Images and populate your Images and Metadata in the ImageIRC™. PicScout may, at its sole discretion, not populate in the ImageIRC™ any Image for any reason whatsoever including, without limitation, any Image that contains any obscenity, pornography, profanity or otherwise violates these Terms or any applicable law, or any Image which, upon submission by You, was not accompanied by Metadata in a scope deemed by PicScout as sufficient for being presented to ImageExchange™ users.
You acknowledge that PicScout is not responsible and does not undertake to store Your Images or Metadata, and should not be relied on for storage or backup purposes.
PicScout Representation
PicScout represents that, the ImageIRC™ platform and ImageExchange™ product do not infringe any third party intellectual property rights. For the avoidance of all doubt, such representation does not cover the information displayed by the ImageExchange™ product for which PicScout is not liable.
PicScout hereby agrees to indemnify You for any damage, cost or legal fees (including reasonable attorney’s fees) You may incur directly resulting from a third party claim against You solely on the grounds of a breach by PicScout of its above representation.
Using ImageExchange
PicScout will make reasonable commercial efforts to make Your Images and Metadata available to relevant ImageExchange™ users. In such event, PicScout will make reasonable commercial efforts to refer any such ImageExchange™ user to Your landing page (as provided by You during the submission process) in order to enable such user to seek more information on any of the Images being queried. Therefore, such ImageExchange™ users are considered Your potential customers and/ or sales lead ("Leads"). You may, at any time, instruct PicScout to disable Your Images from being displayed by the ImageExchange™ service to Leads, by providing PicScout with 7 business days prior written notice, in which event PicScout shall not be under any obligation to refund Your account. PicScout may elect not to display to Leads any Images which did not include Metadata in a scope deemed sufficient by PicScout as sufficient for being presented to ImageExchange™ users.
Fees
You shall effect payment of the fees by buying credit for Your Account via the PicScout website according to the Fee Terms listed there at the time of credit purchase. As further detailed in the Fee Terms, you shall be charged each time an ImageExchange™ user clicks on the "i" (or similarly named) icon that populates one of Your Images.
The fee rate You shall be charged by PicScout (following Your purchase of credit, and to be deducted therefrom) shall be as posted on the PicScout Website. From time to time, PicScout may amend these rates, and may charge fees or bid on search results. Any such amendments shall be posted on the PicScout Website.
See pricing information.
PicScout shall display Your Images and Metadata to Leads only if You have a positive balance in Your Account, but reserves the right to display Your Images and Metadata to Leads in the absence of a positive balance.
PicScout’s books and records as to clicks and Leads shall be deemed to be accurate.
PicScout may use technological mechanisms to detect fraud, false clicks or attempts to otherwise manipulate the ImageExchange™ service, and may apply additional mechanisms to detect false registrations. However, neither You nor PicScout shall not be liable for any fraudulent clicks on your Images, or any attempt to otherwise manipulate your account or profile.
Grant of License
You agree to grant PicScout a non-exclusive license to fingerprint Your Images, and a license to display Your Images to ImageExchange™ users as part of the ImageIRC™ for use with ImageExchange™.
No Warranty
ANY SERVICE AND/OR ACTION AND/OR OMMISSION THAT IS PROVIDED AND/OR EFFECTED HEREUNDER BY PICSCOUT WITH RESPECT TO CONTENT SUBMITTED BY YOU (INCLUDING, WITHOUT LIMITATION, REGARDING THE FINGERPRINTING AND INDEXING OF YOUR IMAGES AND METADATA, USE OF YOUR CONTENT, PICSCOUT’S PROVISION OR FAILURE TO PROVIDE YOU LEADS, PICSCOUT’S DISPLAY OR FAILURE TO DISPLAY ALL OR PART OF YOUR CONTENT TO ANY IMAGEEXCHANGE USERS, PICSCOUT’S DISPLAY OR FAILURE TO DISPLAY THE IMAGEEXCHANGE™ INFORMATION ICON TO YOUR IMAGES) ARE ON AN "AS IS, AS AVAILABLE, WITH ALL FAULTS" BASIS, AND IS EFFECTED AT YOUR OWN DISCRETION AND RISK. THE PICSCOUT ENTITIES DO NOT REPRESENT THAT THE IMAGEIRC™, IMAGEEXCHANGE™ AND/OR DATA PROVIDED TO IMAGEEXCHANGE™ USERS, ARE COMPLETE OR ACCURATE, AND EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS OR IMPLIED), INCLUDING THE IMPLIED WARRANTIES OF TITLE, COMPLETENESS, ADEQUACY AND ACCURACY OF ANY METADATA PROVIDED TO IMAGEEXCHANGE USERS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, OTHER THAN AS EXPRESSLY STATED ELSEWHERE IN THIS AGREEMENT.
SOME LEGAL JURISDICITONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Limitation of Liability
EXCEPT TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, AND WITH THE EXCEPTION OF PICSCOUT’S ABOVEMENTIONED IDEMNIFICATION OBLIGATION, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE PICSCOUT ENTITIES SHALL NOT BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), INCLUDING BUT NOT LIMITED TO ANY LIABILITY FOR YOUR LOSS OF PROFITS OR GOODWILL, IN ANY WAY RELATED TO PERFORMANCE OF THIS AGREEMENT (ANY COPYRIGHT INFRINGMENT CLAIMS RAISED BY YOU, ANY ERRORS IN OR OMISSIONS IN ANY DATA PROVIDED TO IMAGEEXCHANGE™ USERS WHO QUERY YOUR IMAGES) OR ANY OTHER MATTER RELATING TO OR ARISING FROM PICSCOUT’S USE OF YOUR CONTENT, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, WHETHER OR NOT ADVISED OF SUCH DAMAGES.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AND WITH THE EXCEPTION OF PICSCOUT’S ABOVEMENTIONED INDEMNIFICATION OBLIGATION, IN NO EVENT SHALL THE PICSCOUT ENTITIES' AGGREGATE LIABILITY TO YOU RELATING TO, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS EXCEED THE SUM OF ONE HUNDRED UNITED STATES DOLLARS (US$100). BY SUBMITTING CONTENT, YOU EXPRESSLY AGREE THAT THE LIMITATIONS ON PICSCOUT’S LIABILITY CONTAINED IN THIS AGREEMENT ARE REASONABLE.
Use of PicScout’s Trademarks and Intellectual Property
PicScout grants you a non-exclusive non-transferable, revocable, license to use for the term of this Agreement, the PicScout logo and “ImageExchange™” trademark as such appear and solely in accordance with the PicScout Trademark Guidelines that appear on PicScout’s website. You hereby grant PicScout the right, solely for marketing and publicity purposes including on PicScout’s website, to name You as a PicScout customer and contributor of images to the ImageIRC™ for the purposes of the ImageExchange™ product and, solely to that extent, you hereby grant PicScout a non-exclusive, non-transferable license to use Your name and logo.
Copyright
PicScout operates a clear copyright policy in relation to any content which is alleged to infringe the copyright of a third party. Details of that policy can be found on PicScout’s website.
Term and Termination
This Agreement shall remain valid for an unlimited duration until it is terminated by either party as set out in this section. Upon such termination, all license grants to use content and trademarks as set out in this Agreement shall terminate.
This Agreement shall terminate automatically if You violate any of this Agreement, PicScout publicly posts a written notice of termination on PicScout’s website, or PicScout sends notice of termination to You.
PicScout may terminate its services to the general public, for any reason whatsoever, or for no reason at all, by posting a written notice on its website or blog site, or by sending You an email, 14 days in advance of termination.
You may terminate this Agreement by providing PicScout with prior written notice of termination, effect ten calendar days after PicScout’s receipt of Your written notice.Sections titled "No Warranty", "Governing Law, Jurisdiction", "No Waiver or Delay", "Assignment", "Amendment" and "Miscellaneous" will survive any termination of this Agreement.
Governing Law
This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of laws principals.
Jurisdiction
Any suit, action or proceeding arising out of or relating to this Agreement shall only be instituted in the County of New York, State of New York, USA. The parties agree to personal jurisdiction in any action brought in any court, Federal or State, within the County of New York, State of New York USA having subject matter jurisdiction over the matters arising under this Agreement. Each party waives any objection which it may have now or hereafter to the laying of the venue of such action or proceeding and irrevocably submits to the jurisdiction of any such court in any such suit, action or proceeding. Notwithstanding anything to the contrary contained in this section, either party may at any time seek injunctive or similar relief from any court of competent jurisdiction.
No Waiver or Delay
No delay or omission to exercise any right or remedy accruing to a party hereto upon any breach or default by the other under this Agreement shall not constitute a waiver of such right or provision. To the extent permitted by applicable law, the provisions of this Agreement shall be severable and no provision shall be affected by the invalidity or unenforceability of any other provision.
These Terms, together with any other legal notices published by PicScout on its website, constitute the entire understanding between You and PicScout relating to the subject matter hereof.
Assignment
Neither party hereto shall sell, assign, transfer, subcontract or otherwise convey any of its rights or obligations under this Agreement without the prior written consent of the other party, and any attempt to do so without consent shall be void; provided, however, that such consent shall not be required if the assigning party assigns this Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets, or if the assigning party assigns this Agreement to any of its affiliates. Subject to these limitations, this Agreement shall be binding on the successors and assigns of the parties hereto.
Amendments
PicScout may update and modify, from time to time, these Terms including fees, rates and any other applicable conditions. You can find the most recent version of this Agreement on PicScout’s website. Any such changes shall become effective ten days after emailing you and posting a new version online.
Miscellaneous
By accepting this Agreement, You represent to PicScout that you are competent to enter into these Terms.
Furthermore, You hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE TERMS AND CONDITIONS SET FORTH HEREIN.
Last Revised: June 8, 2010