Welcome to PiCommerce! By signing up to PicCommerce (the "Service") or using the Service, You accept and agree to be bound by the following terms and conditions (the "Agreement") with Albumeyes Corp., its subsidiaries and affiliated companies ("Albumeyes"). If You do not agree with these terms and conditions, do not use the Service
“You” means the entity whose details have been filled in the registration request.
If you are registering to the Service on behalf of an entity or business, you represent that you have the authority to bind such entity or business to this Agreement.
- 1.Description of Service. PiCommerce (the "Service") is a service provided by Albumeyes. The Service enables You to offer visitors of Your Site (the “Customers”) a choice of similar items from Your catalogue based on image search (for example, if a Customer is interested in a certain shirt but in a different color, then upon clicking on an icon in the PiCommerce toolbar on Your Site, entering a Query through the API, and receiving the Result, You can offer the Customer a similar shirt from Your catalogue).
The "Site" means the web site or sites on which You place the PiCommerce toolbar and/or widget which enable Your customers to enter a search query ("Query"). Albumeyes shall process the Queries and provide your user with search results ("Results"). You may not modify the Results, or perform any other action with respect to the Results which may harm Albumeyes’ reputation or goodwill, nor may You engage in any action or practice that reflects poorly on Albumeyes or otherwise disparages or devalues Albumeyes's reputation or goodwill. We do not endorse the Results, and You expressly agree that any disclaimer by Albumeyes regarding this fact will be published in Your website in the manner described in _________.
To enable Albumeyes to provide You the Results You must:
- I.Register to the Service. In the registration request You must provide current, accurate identification, contact, and other information that is required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and You are responsible for all activities that occur thereunder
You agree that Albumeyes may store and use Your registration information, including names, phone numbers, and e-mail addresses of Your employees, agents and representatives, anywhere Albumeyes does business. To the extent needed in the furtherance of the Agreement, Albumeyes may disclose some of Your personal information to relevant 3rd parties who will assist Albumeyes in the performance of the Service.
- II.Enable Albumeyes from time to time to web crawl Your Site and index the content in it (the “Content”). By registering to the Service or using it, You expressly agree to Albumeyes’ web crawling and indexing of Your Site. If You wish to prevent Your Site from being web crawled and indexed You should use a robots.txt file, which specifies what can and cannot be indexed on your web server, and You should place such file at the top level directory of Your domain. For more information.
- III.Place the PiCommerce toolbar on Your Site.
- IV.Provide the Queries through the API in accordance with the technical specifications that Albumeyes will post on its web site, or provide You from time to time.
- V.You are responsible for providing all hardware and software required to perform Your obligations under the Agreement, including but not limited to the following: (a) implementing and maintaining the Site, (b) implementing and maintaining the API between the Site and the Service, and (c) receiving a Query from a Customer and transmitting the Query to Albumeyes.
- 2.Proper Use and Limited Right. You agree that You will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations.
You represent and warrant that Your Site shall not contain any pornographic, hate-related or violent content or contain any other material, products or services that violate or encourage conduct that would violate any criminal law, or that violate the privacy, publicity or other rights of third parties. You further agree not to use the Service in connection with any offensive content.
Your right to use the Service is a limited non-exclusive, non-assignable, non-transferable, non-sub-licensable, and Internal Use right. The right to use the Service shall become void with the expiration (or termination) of this Agreement. No implied licenses or implied rights are granted by Albumeyes under this Agreement, and any rights not expressly granted to You hereunder are expressly reserved by Albumeyes.
“Internal Use” means use other than use in an outsourcing, timesharing, service bureau and similar modes of use.
- 3.Your Content. You represent and warrant: (i) that throughout the term during which You are provided with the Service (the “Term”) You shall own or have sufficient legal right to the Content; (ii) that and Albumeyes’ use of the Content as set out herein does not Infringe the copyright, trademark, trade secret, or other intellectual property or proprietary right of others, nor does it violate applicable law or other rights of any third party; (iii) Your Content is not false; and (iv) Your Site does not contain any virus, Trojan horse, worm, time bomb, cancelbot, or other disabling device or other harmful component intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
You hereby grant Albumeyes the right to store, use, reproduce, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish the Content. This right will survive termination of the Term.
- 4.Ownership. Albumeyes retains all right, title and interest in and to the Service, the API, and its Trademarks, including all intellectual property rights (including, all patent rights, copyrights, trademarks, trade secrets, service marks, related goodwill, and confidential and proprietary information relating thereto) embodied in or associated with the Service API, and Trademarks. This Agreement does not convey any proprietary interest to You with respect to the Service, the API, or the Trademarks, and Your sole rights in the Service, the API and Trademarks are those which are expressly granted herein, and only to the extent and time in which they are granted. Nothing in this Agreement shall be constructed as limiting Albumeyes in any way from using or providing software and/or Services that are similar to those set out in this Agreement to any third party.
“Trademarks” mean Albumeyes’ trademarks and logos and other Albumeyes’ branding elements.
- 5.Trademarks. Albumeyes hereby grants You a nontransferable, nonsublicenseable, nonexclusive license during the Term to display the Trademarks on Your Site only in accordance with Albumeyes trademark guidelines found in _________ and only for the purpose of advertising the fact that You use the Service. Albumeyes may modify, amend or add to the Tradenames or the Albumeyes trademark guidelines from time to time and Albumeyes will post changes to the guidelines on the Albumeyes’ website.
You hereby grant to Albumeyes a nontransferable, nonexclusive license during the Term to advertise that You are using the Service. Nothing in the Agreement shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party's trademarks. All use by You of the Trademarks (including any goodwill associated therewith) shall inure to the benefit of Albumeyes. At no time during or after the Term shall You challenge or assist others to challenge the Trademarks of Albumeyes (except to the extent such restriction is prohibited by law) or the registration thereof by Albumeyes, nor shall You attempt to register any trademarks (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Albumeyes.
- 6.Fees and Payment. In consideration of the Services You agree to pay to Albumeyes the amounts set out in ________in accordance with the payment terms therein. Albumeyes reserves the right to amend and modify these prices with immediate effect.
- 7.Suspension, Service Termination, and Availability. Albumeyes reserves the right in its sole discretion to refuse, suspend, or terminate the Service to You at any time without notice and for any reason (for example, (i) if You fail to pay any applicable fees, (ii) if You breach or otherwise fail to comply with this Agreement, or (iii) in the event Albumeyes is reasonably notified by a third party that Your use of or the continued provision of the Service is likely to violate applicable law or third parties’ rights or result in harm to the systems or networks used to provide the Service).
Upon the termination of the Agreement for any reason (i) all license rights granted toYou herein shall terminate and (ii) You shall immediately stop your use of the Service and delete any and all Trademarks from Your Site
You acknowledge and agree that the Service may be unavailable from time to time to limited durations, for various reasons, including for the following reasons: dependence on maintenance, service updates, server downtime, 3rd party actions or abuse by other users.
- 8.Indemnification. You will defend, indemnify and hold Albumeyes its employees, agents and representatives harmless from and against all claims, damages, losses and expenses, including court costs and reasonable fees and expenses (“Claim”), arising out of or resulting from any Claim brought against Albumeyes its employees, agents and representatives by a third party (“Claimant”) to the extent that it is based on a claim that: (i) Your Content infringes or misappropriates that Claimant’s rights or defame the Claimant; or (ii) that Your Site contains any pornographic, hate-related or violent content or contain any other material, products or services that violate or encourage conduct that would violate any criminal law, or is otherwise offensive.
- 9.Disclaimer of Warranties. Albumeyes does not represent that the Service is reliable, accurate, or complete. THE SERVICE IS PROVIDED "AS IS" WITH NO WARRANTY OF ANY KIND. ALBUMEYES EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, REGARDING THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ALBUMEYES DOES NOT WARRANT THAT THE SERVICE AND RESULTS WILL MEET YOUR REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE INCLUDING ANY ERRORS OR OMISSIONS IN THE RESULTS OBTAINED THROUGH USE OF THE SERVICE.
- 10.Limitation of Liability. UNDER NO CIRCUMSTANCES WILL ALBUMEYES’ (INCLUDING its employees, agents and representatives) AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNT OF ONE THOUSAND DOLLARS ($1000.00) WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL ALBUMEYES (INCLUDING its employees, agents and representatives) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, COSTS AND EXPENSES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 11.Notices. All notices will be in English and in writing. You agree that notices sent to the address appearing in Your registration request will be deemed delivered: (i) if delivered in person upon such delivery; (ii) if delivered by overnight courier, two business days after delivery to the courier service, (iii) if by email two business days after the email was sent, and (iv) if by registered mail five business days after delivery to the mail service. Notices to Albumeyes will be delivered in writing, and will be deemed delivered: (i) if delivered in person upon such delivery; (ii) if delivered by overnight courier, two business days after delivery to the courier service, and (iii) if by registered mail five business days after delivery to the mail service.
- 12.Law and Jurisdiction. The laws of the Israel (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this Agreement, including without limitation, its validity, interpretation, construction, performance and enforcement.
Any dispute or disagreement arising out of or in connection with this Agreement shall be submitted to the sole and exclusive jurisdiction of the appropriate courts of Tel-Aviv, Israel.
- a.Right and Authority to Enter Into the Agreement. You represent that You have all necessary right, power and authority to enter into this Agreement, undertake the obligations and perform the acts required of You hereunder.
- b.Entire Agreement. This Agreement constitutes the entire agreement between You and Albumeyes with respect to the subject matter hereof
- c.Right to Modify the Agreement. Albumeyes reserves the right to modify the terms of this Agreement at any time with or without notice, and You can review the most current version of the Agreement at any time at ___________. The modified terms shall be effective immediately upon their posting on Albumeyes’ website. If a modification is unacceptable to You, You may cancel the Service and terminate the Agreement by _________________. If You continue to use the Service You will be deemed to have accepted the modifications.
- d.Right to Modify the Service. Albumeyes reserves the right to modify, suspend or discontinue the Service (or any component thereof) with or without notice at any time and without any liability to You and Your Customers.
- e.Waiver. The failure of Albumeyes to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
- f.Assignment. The benefits and obligations by this Agreement are personal to You and You may not, assign, delegate, transfer or otherwise disposed of these rights and obligations, without the prior written consent of Albumeyes. Albumeyes may assign, delegate, transfer or otherwise dispose this Agreement to a third party upon written notice posted on its website.
- g.Force Majeure. If performance hereunder is interfered with by any condition beyond a party’s reasonable control, such as an act of God, the affected party shall be excused from such performance to the extent of such condition.
- h.Relationship between You and Albumeyes. This Agreement does not create, and nothing contained in this Agreement shall be deemed to establish a joint venture between the parties, or the relationship of employer-employee, partners, principal-agent or the like. Further, no party shall have the power to bind another party without the other’s prior written consent, nor make any representation that it has any such power
- i.Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.
- j.Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.