Services Agreement

This Picmonic Services Agreement (the “Agreement”) is a legal agreement between you, as either an individual or an authorized representative of your organization (“User”) and Picmonic Inc., a Delaware corporation (the “Company”) for the use of the software, associated content, and computer programs provided by the Company, and any third party software or content licensed through the Company (“Third Party Content”), all related documentation, and any other software subsequently provided by the Company, and any customizations made to software provided by the Company (collectively, the “Services”). By clicking “I Accept” or otherwise using the Services, you acknowledge that you have read and understand this Agreement and you agree to be bound by the terms of this Agreement. If you do not click “I Accept” to agree to the terms of this Agreement, you will not be granted access to use the Services. If you do not wish to be bound by the terms and conditions of this Agreement, do not click “I Accept.” Your clicking “I Accept” constitutes acceptance of all of the terms and conditions of this Agreement. From time to time, the Company and User shall collectively be referred to herein as “parties” and individually as a “party.”

In consideration of the mutual benefits derived by each party, the parties agree to the following terms and conditions:

Pursuant to the terms and conditions of this Agreement, the Company hereby agrees to provide User a non-exclusive, non-transferable, and non-assignable right for the User, using uniquely assigned access user IDs and passwords, to use the Services; provided, however, that such right does not, among other things, include the right to assign, share, sell, rent, lease or otherwise transfer your right to use the Services, or permit anyone to republish, in whole or in part, any portion of the Services and associated content. IN THE EVENT THE COMPANY BELIEVES, IN ITS SOLE AND ABSOLUTE DISCRETION, THE SERVICES ARE BEING USED BY MULTIPLE USERS AT THE SAME TIME, THE COMPANY RESERVES THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO (a) ENFORCE PAYMENT BY EACH OF SUCH OTHER UNAUTHORIZED USERS FOR THE RIGHTS TO THE SERVICES ON THE SAME TERMS AND CONDITIONS OF THIS AGREEMENT, AND (b) TERMINATE SUCH USER ACCOUNT, THIS AGREEMENT, AND ACCESS TO THE SERVICES BY USER AND ANY UNAUTHORIZED USERS WITHOUT NOTICE OR REFUND. Use of the Services provides User the use of and access to Company content, including images, sounds, videos, and data (the “Content”), and User agrees and understands that User’s use of such Services shall not hold the Company liable for any breach of relevant local, state or federal regulations caused by User’s negligent use of the Company’s Services. Except as may be expressly provided in writing by the Company, the use of the Services for any other purpose other than as set forth in this Agreement is not permitted.

The Company is authorized to license certain Third Party Content and to provide access to such Third Party Content to the User through the Services pursuant to the terms and conditions of this Agreement.

User agrees and understands that the right to use the Services granted hereunder and all rights therein are the proprietary property of the Company or the Company is licensed to use such Third Party Content, and such proprietary rights shall remain vested in the Company. User agrees and understands that it will not publish, distribute via the Internet or any other public computer based information system, create derivative works of, transfer, sell, lease, disclose or otherwise make the Services available to any third party. User further agrees that it shall not at any time challenge or contest the validity or ownership of such Content and that nothing in this Agreement shall be construed to limit any proprietary rights of the Company in the Content.

User agrees and understands that the Services use copyrighted material, trademarks, or other proprietary information including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire substance of the Content is protected under the United States copyright laws. The copyright in all material within the Services is held by the Company or its licensors. User shall not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the Services in whole or in part. Except as expressly permitted by the Company, nothing within the Services may be copied, reproduced, distributed, modified, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopy, recording, or otherwise, without the prior written permission of the Company or the copyright owner. This Agreement terminates automatically if you breach any of these terms. Upon termination, you must immediately destroy any downloaded and printed materials. In addition to termination for breach of the aforementioned terms, the Company reserves the right to terminate your account and subscription at any time for any reason.

The trademarks of the Company shall remain the proprietary property of the Company and User shall not have any right to use any trademark of the Company without the prior written consent of the Company.

User agrees and understands that by submitting any materials, feedback, or other information to the Company, User grants the Company a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display such materials or other information alone or as part of other works in any form, media, or technology whether now known or hereafter developed without territorial or time limitations, and to sublicense such rights.

This Agreement grants to User the right to use only the specific Content to which User has subscribed. User shall not access the Content to which User has not subscribed.

All initial subscription fees must be paid in full by User prior to any obligation of the Company to perform under this Agreement. Payment of the subscription fees shall be in such amounts and at such times as set forth by the Company through its Services documentation and information provided to User in either paper or electronic format, and as authorized by User through the subscription process. Failure to pay any fees including, but not limited to, subscription fees, may result in the invalidation of all user IDs and passwords associated with the User’s right to use the Services. Such user IDs and passwords will be reactivated upon payment in full by User of the applicable fees.

The rights to use the Services granted pursuant to this Agreement shall terminate upon breach of this Agreement by User. User agrees and understands that the Company may terminate this Agreement at any time, with or without cause. Upon termination of this Agreement for any reason, User agrees and understands that the rights to use the Services granted under this Agreement shall terminate, and User’s right to use and access the Content shall automatically expire without notice or refund.

The Company does not directly or indirectly practice medicine or law, dispense medical or legal services, provide medical or legal advice, or otherwise convey medical or legal opinions. User agrees and understands that the Company assumes no liability for the accuracy or completeness of the Content.

Indemnification by User. User shall indemnify, defend and hold harmless the Company and its affiliates, officers, directors, employees, agents, successors and assigns (“Company Indemnified Parties”), from and against all claims, demands, liabilities, damages and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to (a) User’s breach of any terms of this Agreement; and (b) personal bodily injuries, including death, resulting from the gross negligence and reckless conduct in providing or delivering medical treatment, advice or other services by User, or any employee, agent, principal, shareholder, officer or director of User. In no event shall User be liable to the Company or any Company Indemnified Party for any damages caused by the acts or omissions of the Company or any Company Indemnified Party.

Indemnification by Company. The Company shall indemnify, defend and hold harmless User and its affiliates, officers, directors, employees, agents, successors and assigns, from and against all claims, demands, liabilities, damages and costs including, without limitation, its reasonable attorneys’ fees and other costs of defense, arising from or relating to (i) the Company’s breach of any terms of this Agreement; and (ii) any claim that the Services, as delivered by the Company to User, infringes a valid United States copyright or patent.

INFORMATION AND MATERIALS IN THE SERVICES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. THE INFORMATION AND MATERIALS PROVIDED IN THE SERVICES SHOULD BE USED SOLELY FOR EDUCATIONAL PURPOSES AND IS NOT A SUBSTITUTE FOR EXAMINATION BY A PROFESSIONAL OR THE ADVICE OF ANY TYPE OF PROFESSIONAL, INCLUDING MEDICAL OR LEGAL PROFESSIONALS. USER AGREES THAT ACCESS TO THE SERVICES MAY BE SUSPENDED IN THE CASE OF TECHNICAL ERRORS, VIRUSES, INTERNET AND MOBILE NETWORK ERRORS, AND THE LIKE. YOU AGREE AND UNDERSTAND THAT PICMONIC SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR SUCH SUSPENSIONS OF ACCESS TO THE SERVICES.

User agrees and understands that (a) any use of the Services is not a substitute for professional judgment and does not relieve User from exercising the appropriate standard of care and skill and professional judgment; (b) information offered by the Services in any particular situation does not constitute a recommendation or advice by the Company or any of its advisors, generally, and User shall not rely on the Services for such purpose; and (c) User assume responsibility for its actions undertaken in connection with the use of the Services in its professional capacity.

The Company warrants to User that the Services will be performed in all material respects in accordance with the description included in the documents and information provided to User that set forth the specifications of the Services, whether in paper or electronic format, for the term of this Agreement. User shall promptly notify the Company in writing of any alleged defect or non-conformity it discovers during the term of this Agreement and provide such information as the Company may request to replicate the defect or non-conformity. The warranty shall be void, and the Company shall not be obligated to correct or cure any defect or non-conformity resulting from (a) any modification of the Services not performed by or on behalf of the Company; (b) any misuse of the Services or damage caused by User; or (c) any alleged defect, error or non-conformity reported to the Company that cannot be reproduced or replicated. Representations and warranties with respect to any Third Party Content are limited solely to those granted directly by the licensor of such Third Party Content in the terms and conditions of the respective license agreements.

The warranty set forth above in Paragraph 14 of this Agreement is exclusive and in lieu of all other warranties and the Company disclaims any and all other warranties, express or implied, with respect to the Services or any part thereof including, without limitation, any and all implied warranties, non-infringement, merchantability or fitness for a particular purpose. In addition, the Company expressly disclaims any warranty or representation to any person other than User with respect to the Services or any part thereof. The Company does not warrant that the operation of the Services will be uninterrupted or error-free.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE SERVICES, EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE OF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY USER FOR THE ACCUSED SERVICES, OR FIVE HUNDRED DOLLARS, WHICHEVER IS LESS.

The Company may amend any term of this Agreement at any time by providing notice to User. Upon clicking “I Accept,” User accepts to all such amendments to this Agreement.

This Agreement shall be governed, construed, and enforced in accordance with the laws of the state of Arizona. This Agreement constitutes the entire agreement between User and the Company regarding the Services. No modifications of this Agreement shall be valid unless made in writing signed by the parties. User agrees to comply with all applicable state and federal laws governing the use of the Services.

Neither party shall be liable for any failure or delay in the performance of its obligations under this Agreement for any cause beyond its reasonable control including, without limitation, acts of God, fire or other disaster or telecommunications, power or Internet failure. The occurrence of any such event shall toll the time period provided in this Agreement for performance by the affected party.

BY CLICKING “I ACCEPT” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN.

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