PickPic ProofPro Usage Agreement

PICKPIC PROOFPRO SUBSCRIPTION ACCOUNT

Usage Agreement

Last updated: March 3, 2010

Please read this agreement very carefully. By committing to activation of a PickPic ProofPro Subscription Account, you agree to be bound by all the terms and conditions of this usage agreement. You agree that this agreement is like any written negotiated agreement signed by you. This agreement is enforceable against you and any legal entity that committed to activation of the PickPic ProofPro Subscription Account. If you do not agree to the terms of this agreement, do not proceed with activation of a PickPic ProofPro Subscription Account.

1. Subscription.

1.1 Basic Terms. Your PickPic ProofPro Subscription Account is made available on a subscription basis under payment terms stated at www.pickpic.com or by special documented arrangement with PickPic by whcc via a promotional discount.

1.2 Fees. An initial set-up fee will be charged to activate and configure your PickPic ProofPro Subscription Account, and a monthly fee will be charged to maintain services related to your PickPic ProofPro Subscription Account. Certain fees may be waived altogether by special documented arrangement with PickPic by whcc via a promotional discount. By subscribing to a PickPic ProofPro Subscription Account, you acknowledge that all fees paid to PickPic by whcc are related only to the services offered by PickPic by whcc in conjunction with your PickPic ProofPro Subscription Account and therefore cannot be applied, transferred or credited to other types of PickPic accounts or versions, including, but not limited to the PickPic Host-It-Yourself Version.

1.3 Commitment. A minimum of three (3) consecutive months of PickPic ProofPro Subscription Account service is required. Upon completion of three (3) consecutive months of PickPic ProofPro Subscription Account service, you may cancel your subscription at any time in accordance with the conditions stated within Section 1.4 below.

1.4 Cancellation. In order to cancel your PickPic ProofPro Subscription Account, you must contact PickPic by whcc within three (3) business days of the beginning of your next billing cycle. Cancellation of your PickPic ProofPro Subscription Account will take effect at the conclusion of your current billing cycle, and will forfeit any set-up fees you may have previously paid, resulting in the deletion of all PickPic ProofPro Subscription Account files from PickPic by whcc's servers, including, but not limited to your database, gallery images and product images.

2. Account Usage. Upon your acceptance of the terms and conditions of this Usage Agreement, PickPic by whcc grants you non-exclusive rights to use your PickPic ProofPro Subscription Account for the exclusive purpose of providing your photography clientele an online image browsing and shopping environment. Any uses considered outside of the confines of this Usage Agreement are strictly prohibited. The PickPic ProofPro Subscription Account disk space provided for doing so is only designed to accommodate low-resolution images not larger than 1200 pixels longest edge that are being used in conjunction with the PickPic web-based application, access to which is included with your PickPic ProofPro Subscription Account.

3. Content. You may not upload any content to your PickPic ProofPro Subscription Account that contains dangerous, damaging, libelous, defamatory, threatening, profane, pornographic, or obscene material that could give rise to any civil or criminal liability under applicable law. PickPic by whcc will not be liable for any content uploaded by you to your PickPic ProofPro Subscription Account, including, but not limited to image files. Although PickPic by whcc does not review uploaded content, you agree that PickPic by whcc reserves the right to remove content from your PickPic ProofPro Subscription Account that PickPic by whcc, in its sole discretion, deems a violation of this Usage Agreement.

4. Intellectual Property Ownership. Your PickPic ProofPro Subscription Account includes access to the PickPic web-based application, which is the intellectual property of and is owned by PickPic by whcc and its suppliers. The structure, organization and code of the PickPic web-based application is the valuable trade secrets and confidential information of PickPic by whcc and its suppliers. The PickPic web-based application is protected by law, including but not limited to the copyright laws of the United States and other countries, and by international treaty provisions. Except as expressly stated herein, this Usage Agreement does not grant you any intellectual property rights in the PickPic web-based application and all rights not expressly granted are reserved by PickPic by whcc and its suppliers.

5. Restrictions.

5.1 No Transfer Of Ownership. You shall not rent, lease, sell, sub-license, assign or transfer your rights to your PickPic ProofPro Subscription Account.

5.2 Disclosure. You shall not publish, disclose, provide information regarding or access to the PickPic web-based application to third parties without the prior written consent of PickPic by whcc.

5.3 Reverse Engineering Prohibited. You shall not cause, nor permit either through your direct efforts or through any third party, the modification, disassembly, de-compilation, reverse engineering, or derivation of source code from the PickPic web-based application, access to which is included with your PickPic ProofPro Subscription Account.

5.4 Benchmark Testing. You may use the PickPic web-based application that is accessed from your PickPic ProofPro Subscription Account for benchmark and comparison testing against other software packages for your benefit only. You shall not provide, nor publish the results of such benchmark or comparison testing to any third parties without the written permission of PickPic by whcc. You shall not provide access to the PickPic web-based application to any third parties for the purpose of performing benchmark or comparison testing.

6. Change Of Service. PickPic by whcc reserves the right, at its sole discretion, to at any time change the features, terms and policies related to PickPic ProofPro Subscription Accounts, including the right to modify, suspend, discontinue or cancel its services.

7. Limitation Of Liability. Your PickPic ProofPro Subscription Account, including access to the PickPic web-based application, is provided "as is." In no event shall PickPic by whcc or its managers, employees or agents be liable for any direct, indirect, incidental, special or consequential damages of any kind arising out of the delivery, performance or use of the PickPic ProofPro Subscription Account, to the maximum extent permitted by applicable law. While the PickPic web-based application, access to which is included with your PickPic ProofPro Subscription Account, has been developed with great care, it is not possible to warrant that the the PickPic web-based application is error free. The PickPic web-based application is not designed or intended to be used in any activity that may cause personal injury, death or any other severe damage or loss. In the event of any service interruption, suspension, discontinuance, or data loss, you agree that PickPic by whcc will have no liability to you.

8. General Provisions. PickPic by whcc reserves the right, at its sole discretion, to at any time modify the terms of this Usage Agreement by changing, adding or removing portions of the terms contained herein. Your continued use of a PickPic ProofPro Subscription Account following modifications to this Usage Agreement signify your acceptance of those changes. If any part of this agreement is found void and unenforceable, it will not affect the validity of the balance of this agreement, which will remain valid and enforceable according to its terms.