End User License Agreement (the "Agreement") For Usage of SpiderPic Image Search Service
Welcome to Ginipic Ltd. (including any of its affiliated companies, herein "Ginipic"). Thank you for choosing to use Ginipic's SpiderPic image search service (the "Service"). By installing or using the Service, you agree to these license terms and conditions (the "Service License"), that supplement (without derogating from) the general Ginipic EULA for usage of Ginipic Software (as defined below), located at http://www.ginipic.com/terms/.
Certain information about you, including among others your payment details, is subject to our Privacy Statement. For more information, see our full Privacy Statement at http://www.ginipic.com/privacy/.
Ginipic reserves the right to update and change, from time to time, this Service License and all documents incorporated by reference. At all times, you can find the most recent version of this Service License at http://www.spiderpic.com/terms/. Ginipic may change this Service License by posting a new version without notice to you. Use of the Service after such change constitutes acceptance of such changes.
This Agreement, and any new versions, between Ginipic and you, covers all your use of the Service, including, without limitation, the Ginipic Software. You can accept this Agreement by clicking on the ACCEPT button or similar buttons or links as may be designated by Ginipic. If you disagree with any of the terms below, Ginipic does not grant you a license to use the Service and/or the Ginipic Software.
1. Licensed Uses and Restrictions
By accepting the terms of this Agreement, you represent to Ginipic that you are at least 18 years old, or such higher age set by laws in the jurisdiction from which you make use of the Service. If the law of your country prohibits you from downloading or using the Service, including, without limitation, the Ginipic Software because you are under the age limit or because Ginipic's services are not allowed in your country, you are required to refrain from using it.
The Service, including, without limitation, any software provided by Ginipic, its applications, documentation, and local computer files installed or utilized by the installer application (collectively, the "Ginipic Software") are owned by Ginipic, or Ginipic's licensors and content and data providers ("Ginipic Licensors"), and are licensed to you on a worldwide, non-exclusive, non-sublicenseable, revocable, limited basis, subject to the terms and conditions set forth herein, including without limitation the payment of applicable fees. This Agreement defines the legal use of the Service, including without, limitation, the Ginipic Software, all updates, revisions, substitutions, and any copies of the Ginipic Software made by or for you; provided that if you haven't subscribed to the Full Service (As defined below), the use of the Service and the Ginipic Software shall be limited to 5 searches per one day. All rights not expressly granted to you are reserved by Ginipic or their respective owners.
a. YOU MAY:
(i) Install and personally use the Ginipic Software and any updates provided by Ginipic (in its sole discretion) in object code form on a personal computer owned or controlled by you and may use the Ginipic Software for your own noncommercial use or benefit;
(ii) Make copies of the Ginipic Software in object code form and distribute such copies to others within your employer's organization or website, which can be commercial and non-commercial, provided that any such recipient has had an opportunity to review and agree to be bound by this Agreement. If others within your organization or recipients of Ginipic Software do not have this opportunity to review and agree and you would still like to distribute copies to them, you may do so, provided that you have the legal right to bind your organization (and others within your organization) to this Agreement.
b. YOU MAY NOT:
(i) Decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) based upon the Service, the Ginipic Software or any portion thereof;
(ii) Incorporate the Service, the Ginipic Software or any portion thereof into any computer chip or the firmware of a computing device manufactured by or for you;
(iii) Use the Service, or the Ginipic Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, including without limitation, for the purpose of promoting, conducting, or contributing to fraudulent, obscene, pornographic activities or deceptive impersonation;
(iv) Use the Service or the Ginipic Software in connection with the operation of nuclear facilities, air traffic control systems, life support, or other similar mission critical application where human life or property may be jeopardized by the failure of the Ginipic Software. You understand that neither the Service nor the Ginipic Software is designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which Ginipic is not responsible;
(v) Use or export the Service or the Ginipic Software in violation of applicable U.S. laws or regulations;
(vi) Sell, lease, loan, or sublicense the Service or the Ginipic Software or provide access thereto or derive income from the use or provision of the Service or the Ginipic Software, whether for direct commercial or monetary gain or otherwise, without Ginipic's prior, express, written permission; or
(vii) Use the Service or the Ginipic Software in any manner that could damage, disable, overburden, or impair Ginipic's services or any of Ginipic's business partners' services (e.g., you may not use the Service or the Ginipic Software in an automated manner), nor may you use Service or the Ginipic Software in any manner that could interfere with any other party's use and enjoyment of Ginipic's services or Ginipic's business partners' services.
2. Registration Data
2.1 In order to use the Full Service (as defined below) as contemplated hereunder, you must first register at Ginipic's web-site. As part of the process, you will be requested to provide certain information, including among others, unique user identification, password, address (including email address), date of birth, phone number, occupation and gender ("Registration Data"). You agree to:
(i) Provide true, accurate, current and complete Registration Data as prompted by the registration process;
(ii) Maintain and promptly update the Registration Data to keep it accurate, current and complete;
(iii) Maintain the security and confidentiality of your password, other Registration Data and any other security or access information used by you to access the Site or Service;
(iv) Immediately notify us in writing if you become aware of any loss, theft or use by any other person or entity other than you, of any of your Registration Data.
"Full Service" means - unlimited amount of image searches within the terms of this Agreement. Except as otherwise stated or inferred from this Agreement, any reference made herein with respect of the Service shall also apply to the Full Service.
2.2 Any communications and other activities through use of your Registration Data will be deemed as sent or authorized by you, and you are fully responsible for all activities that occur in connection with your Registration Data.
2.3 You agree that we may for any reason, in our sole discretion and without notice or liability to you or any third party, immediately suspend or terminate your account and disable and/or refuse any and all current or future access to and use of the Service (or any portion thereof). Grounds for such termination may include, but are not limited to, loss, theft or unauthorized use of your Registration Data, violation of the letter or spirit of this Agreement, providing Registration Data that is inappropriate or offensive in our discretion, or if we have reasonable grounds to suspect any of the Registration Data that you provided is inaccurate, not current or incomplete.
If you wish to use the Full Service (as defined below), you must pay the required fees associated with such use, including without limitation upfront and monthly fees as applicable, pursuant to the terms of this Agreement, in accordance with the payment policies in effect from time to time as displayed on the Ginipic's web-site. We may, in our sole discretion, change our payment policies by posting such change on http://www.spiderpic.com/terms (or such other URL we specify from time to time) or notifying you via email, at the email address provided by you to us. Your continued use of the Service following any such notification will represent your acceptance to the change. You are responsible for paying all fees and applicable taxes associated with the Service in a timely manner with a valid payment method.
All fees paid and commitments to pay in connection with the Service are non-refundable and non-cancelable. To terminate recurring billing, you must submit to us in writing, at least seven (7) days in advance, a request to terminate such recurring billing.
4. Ownership and Relationship of Parties
The Service and the Ginipic Software are protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in the Service, the Ginipic Software, this Agreement or the EULA. Ginipic and its Licensors own all rights, title, and interest in and to their applicable contributions to the Ginipic Software. Other than the limited license granted herein, this Agreement grants you no right, title, or interest in any intellectual property owned or licensed by Ginipic, including (but not limited to) the Service, Ginipic Software and Ginipic's trademarks, and creates no relationship between yourself and Ginipic's Licensors, or between you and Ginipic. Any and all intellectual property rights in the Service, the Ginipic Software, the Ginipic website, the online material and the Ginipic promotional materials are and shall remain the exclusive property of Ginipic. Any unauthorized use of Ginipic's intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws and treaties, including without limitation copyright laws and trademark laws.
The Ginipic Software and its components may contain software licensed from Ginipic's Licensors ("Licensor Software"). The Licensor Software enables the Ginipic Software to perform certain functions including, without limitation, access proprietary data on third-party data servers. You agree that you will use the Ginipic Software, and any data accessed through the Ginipic Software, for your own personal non-commercial use only. You agree not to assign, copy, transfer, or transmit the Ginipic Software, or any data obtained through the Ginipic Software, to any third party. Your license to use the Ginipic Software, its components, and any third-party data, will terminate if you violate these restrictions. If your license terminates, you agree to cease any and all use of the Ginipic Software, its components, and any third-party data. All rights in any third-party data, any third-party software, and any third-party data servers, including all ownership rights are reserved and remain with the respective third parties. You agree that these third parties may enforce their rights under this Agreement against you directly in their own name.
5. Support and Software Updates
Ginipic may elect to provide [you / Full Service subscribers] with customer support and/or software upgrades, enhancements, or modifications for the Service (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Ginipic may change, suspend, or discontinue any aspect of the Service or the Ginipic Software at any time, including the availability of any Ginipic Software feature, database, or content. Ginipic may also impose limits on certain features and services or modify, discontinue or restrict your access to parts or all of the Service, the Ginipic Software or the Ginipic website without notice or liability.
Upon registering to the Service, you will be notified by email (if you have provided Ginipic with a valid email address) when Support is available for download. Notification will be sent to the email address you submitted upon registration for the Service as provided above. If you wish to opt out of the Support notices, please notify via our contact form
(or such other URL we specify from time to time) at any time.
6. Disclaimer of Warranties by Ginipic
USE OF THE GINIPIC SOFTWARE AND ANY DATA ACCESSED THROUGH THE SERVICE OR THE GINIPIC SOFTWARE (SUCH AS STOCK QUOTES, MARKET INFORMATION, NEWS, OR OTHER INFORMATION) IS AT YOUR SOLE RISK. THEY ARE PROVIDED "AS IS." ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR THE GINIPIC SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL, SERVICE OR SOFTWARE. GINIPIC, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, "GINIPIC ENTITIES") AND GINIPIC'S LICENSORS DO NOT REPRESENT THAT THE SERVICE, THE GINIPIC SOFTWARE OR ANY DATA ACCESSED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES. THE GINIPIC ENTITIES AND GINIPIC'S LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, THE GINIPIC SOFTWARE AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE SERVICE OR GINIPIC SOFTWARE AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IF THE SERVICE, THE GINIPIC SOFTWARE OR ANY DATA ACCESSED THEREFROM PROVES DEFECTIVE, YOU (AND NOT THE GINIPIC ENTITIES OR GINIPIC'S LICENSORS) ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE GINIPIC ENTITIES OR GINIPIC LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.
7. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE GINIPIC ENTITIES AND GINIPIC LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE GINIPIC ENTITIES OR GINIPIC LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
i. THE USE OR THE INABILITY TO USE THE SERVICE OR THE GINIPIC SOFTWARE;
ii. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE OR GINIPIC SOFTWARE;
iii. UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
iv. STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE OR THE GINIPIC SOFTWARE; OR
v. ANY OTHER MATTER RELATING TO THE GINIPIC SOFTWARE OR THE SERVICE.
DAMAGES EXCLUDED BY THIS SECTION 7 INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OR PERSONAL INFORMATION. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU. INFORMATION PROVIDED THROUGH THE SERVICE OR THE GINIPIC SOFTWARE MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE GINIPIC ENTITIES AND GINIPIC'S LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. GINIPIC MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE SERVICE OR THE GINIPIC SOFTWARE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE SERVICE OR THE GINIPIC SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT OR HOURS OF AVAILABILITY. Without limiting the generality of the foregoing, in no event shall Ginipic's aggregate liability to you relating to, arising out of or in connection with the Ginipic Software or the Service exceed the sum of one hundred United States dollars (US$100). By using the Service, you expressly agree that the limitations on Ginipic's liability contained in this Agreement are reasonable and constitute a material inducement to Ginipic providing the Service and the Ginipic Software, without which Ginipic would not provide the Ginipic Software or the Service.
8. Term and Termination
The term of the Agreement shall be for the period for which we have accepted payment from you for the Service pursuant to this Agreement, unless earlier terminated by us (i) upon written notice to you due to a breach of the Agreement by you; or (ii) upon seven (7) days written notice to you, for any or no reason, in which case we shall refund a proportion of the amount paid by you for the Service which relates to the remaining term of the Agreement.
Upon the termination or expiration of this Agreement: (i) we will immediately delete your user account and terminate access to the Service; (ii) you will delete all copies of the Ginipic Software and provide written confirmation to us that this has been completed within three (3) business days of such termination or expiration; and (iii) unless you are entitled to a refund in accordance with the terms of this Agreement, you will not be entitled to any refunds of any amounts whatsoever paid to us.
You agree to indemnify and hold the Ginipic Entities and Ginipic's Licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use or misuse of the Ginipic Software or the Service, your violation of any terms or conditions of this Agreement, your violation of applicable laws, or your violation of any rights of another person or entity.
10. Government End Users
If the Service, the Ginipic Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Service and Ginipic Software are deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this Agreement shall apply.
11. Governing Law
This Agreement and the relationship between you and Ginipic are governed by the laws of the State of Israel, without regard to their conflict of law provisions. You and Ginipic agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Tel-Aviv, Israel. The United Nations Convention on the International Sale of Goods does not apply to this Agreement.
12. No General Waiver; Severability
The failure of Ginipic to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
13. Complete Agreement
This Agreement, the EULA and the documents incorporated herein and therein by reference constitute the entire understanding between the parties respecting use of the Service and the Ginipic Software, superseding all prior agreements between you and Ginipic. In the event of any conflict between the terms and conditions of this Agreement and those in the EULA, the terms and conditions of this Agreement will control, except to the extent that the EULA imposes additional restrictions and liabilities on your actions.
14. Surviving Provisions
Sections 4 and 6 through 13 of this Agreement will survive any termination or expiration of this Agreement, for any reason.
Updated: August '09