PICME
GENERAL TERMS OF USE AND TRADE TERMS

INTRODUCTION

Welcome to picme!

By downloading and using the picme App and any thereto related services in any media where such picme services are provided (jointly "picme"), you, in your capacity as user of picme (the "User"), agree that the following general terms of use and trade terms (the "User Agreement"), shall constitute a legally binding agreement between the User and picme App Ltd and govern the User's use of picme and the relationship between the User and picme App Ltd. By downloading and using picme, the User also agrees that the User Agreement shall constitute a legally binding agreement between the User, whether as Seller or Buyer (as defined below), and any other User in relation to transactions taking place by use of picme.

If the User is a private individual, the User Agreement is only valid if entered into by a User who is at least 18 years old on the day of entering into the User Agreement. If the User is a legal entity, the User Agreement is valid only if entered into by an authorized representative of such User. picme App Ltd retains the right to request, at any time, verification of the User identity through email with scanned copy of passport or other identification documents, through electronic verification services or any other way that picme App Ltd may reasonably request and to immediately terminate, at picme App Ltd's sole discretion, this User Agreement in the event such verification in picme App Ltd's opinion is not satisfactory. Every User must have a Paypal (or other payment service accepted by picme App Ltd) account in its own name.

DEFINITIONS AND STRUCTURE OF USER AGREEMENT

In addition to terms defined elsewhere in this User Agreement, the following definitions are used herein:

·         "picme" is picme App Ltd's smartphone application for handling and uploading of photos to picme.

·         “picme” is a marketplace in which Users can publish photos and offer such photos for sale to other Users who wish to use the photo.

·         "Content" means the photos and thereto related information published for sale on picme.

·         A User who uses picme to publish photos for sale is referred to as a "Seller".

·         A User using picme to purchase photos is referred to as a "Buyer".

·         "picme Missions" is picme App Ltd's service for brand owners that wish to build dedicated commercial image libraries.

Please note that upon the purchase of photos on picme, the Seller grants to the Buyer a non-exclusive right of use to such photos, unless otherwise stated in specific terms for a picme Mission. Thus, a Buyer will not acquire any exclusive rights to any photo purchased through picme. In case a Buyer is interested in acquiring such an exclusive right to a specific photo, the Buyer may contact picme App Ltd directly, in order for picme App Ltd to establish a direct contact with the relevant Seller for further discussions outside the scope of picme. Any negotiation with the Seller regarding exclusive right to Content will be carried out by picme App Ltd and picme App Ltd retains the right to determine, together with Seller, the price for such exclusive Content license to Buyer on a case by case basis. Exclusive license rights will, upon Buyer's acceptance of the terms therefore, be regulated by separate written agreement between the Buyer, the Seller and picme App Ltd.

This User Agreement is divided into separate sections and sub-sections, according to the following:

·         A. GENERAL RULES FOR CONTENT

·         A.1. STOLEN PHOTOS ARE PROHIBITED!

·         A.2. PICME APP'S RIGHT TO REMOVE CONTENT

·         A.3. PICME APP'S RIGHT TO CATEGORIZE, TAG, RATE AND COMPILE PHOTOS

·         A.4. USER'S RIGHT TO COMPLAIN AGAINST REMOVAL OR CLASSIFICATION OF PHOTOS

·         B. TERMS OF USE

·         B.1. SCOPE OF THE SERVICES

·         B.2. REGISTRATION AND PROCESSING OF USER INFORMATION

·         B.3. REGULATIONS REGARDING CONTENT UPLOADED TO PICME MARKET

·         B.4. GRANT OF LICENSE TO THE CONTENT TO PICME APP

·         B.5. PRICING OF CONTENT

·         C. TRADE TERMS BETWEEN SELLER AND BUYER FOR THE SALE AND PURCHASE OF CONTENT LICENSES

·         C.1. CONTENT FEE, LICENSE FEE AND TRANSACTION FEE

·         C.2. LICENSE TERMS FOR CONTENT LICENSES, PROHIBITED USES

·         C.3. CONSENTS FROM PARTICIPATING INDIVIDUALS/MODELS

·         C.4. BUYER'S OBLIGATION TO ARRANGE ALL OTHER CONSENTS

·         C.5. NO RIGHT FOR SELLER TO BE IDENTIFIED AS PHOTOGRAPHER

·         C.6. REPRESENTATIONS AND WARRANTIES

·         C.7. PAYMENT TERMS

·         C.8. RELEASE OF COMMISSIONS TO SELLERS

·         C.9. CLAIMS AND DISPUTES BETWEEN SELLER AND BUYER

·         C.10. DAMAGED OR CORRUPT CONTENT

·         C.11. LIMITATION OF LIABILITY FOR PICME FOR TRANSACTIONS

·         D. GENERAL TERMS APPLYING TO THE USER AGREEMENT

·         D.1. SOFTWARE LICENSE

·         D.2. USER SUPPORT

·         D.3. CLAIMS RELATED TO THE USE OF THE PICME SERVICES

·         D.4. LIMITATION OF LIABILITY

·         D.5. TERM AND TERMINATION

·         D.6. MISCELLANEOUS

A. GENERAL RULES FOR CONTENT

A.1. STOLEN PHOTOS ARE PROHIBITED!

picme App Ltd has zero tolerance for stolen photos! A stolen photo is any photo that the User does not own the legal rights to, such as e.g. a photo that has been found randomly on the Internet, a photo that has been taken by someone else or that the User has downloaded from Facebook or from someone else's blog. All photos which are, or which picme App Ltd suspects are, stolen will be deleted immediately from picme together with the user account from which the stolen photo was uploaded. picme App Ltd may also take legal action against such User. A User is only allowed to upload photos on picme that the User has taken himself and for which he has obtained the model's approval (if applicable).

A.2. PICME APP'S RIGHT TO REMOVE CONTENT

A key component in picme is that the Content is of good quality and possible to sell to Buyers through the market place. Therefore, picme App Ltd reserves the right to review all Content uploaded to picme and to remove – at any time – any Content that picme App Ltd deems, in its own discretion, not to be in accordance with the terms of this User Agreement. picme App Ltd further reserves the right to remove any Content that picme App Ltd deems, in its own discretion, (i) does not fulfill the quality requirements and standards set from time to time by picme App Ltd for picme, (ii) does not fulfill a need or demand on picme (i.e. not relevant to the event uploaded to) or (iii) Content that is not subject to any transactions, or is slow-selling, on picme.

A.3. PICME APP'S RIGHT TO CATEGORIZE, TAG, RATE AND COMPILE PHOTOS

On picme, Content is categorized as editorial. This means that users are allowed to upload their own photos for sale. These photos can be purchased, but cannot be sold on for financial gain.

A.4. USER'S RIGHT TO COMPLAIN AGAINST REMOVAL OR CLASSIFICATION OF PHOTOS

Should a Seller not agree with picme App Ltd's decision not to include Content or to remove Content from picme, the Seller may file an appeal of the decision to picme's customer support. However, each User is reminded that picme is run by picme App Ltd with the intention for Sellers and Buyers to easily find and trade quality photos and that picme App Ltd has final say on what to offer to Buyers on that market place. Thus, the User does not have any unrestricted right to have his/her Content published on picme. A Seller can always remove a photo from picme if he/she does not agree with picme App Ltd's decisions regarding the categorization or use of the photo on picme.

B. TERMS OF USE

B.1. SCOPE OF THE SERVICES

picme consists of the services, the systems, the information and the products (including software) which appear, from time to time, in the description of picme on its web site picme.co.uk. picme App Ltd undertakes, in accordance with the User Agreement and as described from time to time on picme's web site, to give the User access to picme on the servers provided by picme App Ltd, through use of the picme App (and any other application made available by picme App Ltd from time to time) or through connection to picme via a web browser. The User is aware and accepts that the User's usage of picme requires the User to have access to a mobile or fixed Internet connection. The User must itself provide, pay for and sustain such Internet connection and all other equipment that is required to access and use picme.

picme App Ltd undertakes to take reasonable steps to ensure that picme is accessible via the Internet 24 hours a day, seven days a week. However, picme App Ltd reserves the right to, at its own discretion and when it deems necessary due to technical-, operational-, maintenance- or security reasons, take measures which may affect the accessibility of picme. The User is aware that picme may be closed down with immediate effect if picme App Ltd deems necessary for security or other reasons.

picme App Ltd reserves the right to change, add or remove functions in picme and to unilaterally change, make additions, and in other ways amend the terms of this User Agreement at any time. picme App Ltd shall notify the User through the User's account on picme, at picme's web site picme.co.uk or by email to an email address submitted by the User, of such amendments of the terms of the User Agreement and/or such material changes of picme that picme App Ltd makes. In case the User does not accept such material change of picme or the User Agreement, the User may, within thirty (30) days from receipt of picme App Ltd's notification of the changes, terminate the User Agreement with immediate effect. A User that has not terminated the User Agreement at the latest thirty (30) days from the date when picme App Ltd notified the User of the changes, shall be deemed to have accepted such changes.

picme App Ltd is liable for ensuring that Content that is uploaded from the picme App to picme by a Seller is stored and presented in the same format as uploaded, or such other compatible format as picme App Ltd may from time to time use to present Content on picme. However, picme App Ltd is not liable for any disruptions or misrepresentations of the Content which occur during the transfer via the Internet.

picme does not protect against viruses or other harmful code and the User is aware that all opening of files available on picme is made at the User's own risk. picme App Ltd does not give any warranty regarding the availability of picme and does not warrant that picme is free from defects.

B.2. REGISTRATION AND PROCESSING OF USER INFORMATION

Upon registration of a picme user account, the User shall submit the personal and address details requested in the registration form including inter alia name and e-mail address (the "Registration Data") and keep picme App Ltd informed of any changes in such Registration Data during the term of the User Agreement. If the User submits inaccurate, incomplete or outdated Registration Data, picme App Ltd is entitled to terminate the User Agreement with the User with immediate effect and to concurrently cancel or terminate the User's access to picme.

In connection with registration, each User is further required to submit payment details regarding the account to which payments are to be received (for Sellers) or payments are to be made (for Buyers) (the "Payment Data"). The payment solutions supported by picme from time to time are listed on picme and the User must register with either of these services to be able to use picme.

The User shall ensure that the user account and the password which the User registers for its use of picme are stored in a satisfactory manner and protected from being used by any third party. The User is responsible for any and all unauthorized use of the User's user account and password until the User has requested and picme App Ltd has blocked the access to picme for a specific User identity.

picme App Ltd collects and processes the personal data about the User or the User's contact person(s) that is submitted with the registration form, including Registration Data and Payment Data, and which is uploaded using the picme App (including Content containing personal data), as well as information about the User's use of picme such as ratings data, geotags and information about uploading and purchasing of Content, (collectively the "Personal Data") in order to supply and administrate picme and to fulfill its obligations under the User Agreement. To the extent necessary for picme App Ltd's supply of its services, picme App Ltd may transfer the Personal Data to service providers acting on behalf of picme App Ltd and to picme App Ltd's partners. picme App Ltd and/or its partners are entitled to process the Personal Data for marketing, campaigns, offers and new products or services that are offered within the scope of picme by picme App Ltd or its partners. The User or the User's contact persons are entitled to access the Personal Data that picme App Ltd has registered about them, and may at any time demand picme to correct or erase erroneous or incomplete Personal Data. In addition hereto, the User may itself correct its Personal Data, by logging into its user account for picme. By accepting this User Agreement, the User consents to picme App Ltd's processing of Personal Data in accordance with this Section. picme App Ltd is not entitled to submit User information to anyone other than the partners who, together with picme App Ltd, provide services within the scope of picme.

B.3. REGULATIONS REGARDING CONTENT UPLOADED TO PICME

The User is solely and exclusively responsible for all Content that the User submits, processes or handles by use of picme and for all data that the User stores on picme App Ltd's servers. picme App Ltd does not and cannot review all Content uploaded to picme and is not responsible for the Content. Any screening of Content performed by picme App Ltd should be considered only as a courtesy and does not limit the User's responsibility for the Content.

The User may use picme only in accordance with the User Agreement and picme App Ltd's from time to time applicable instructions. The User is not entitled to use picme in any way that may overload, disturb, harm, inactivate or impair picme, or use picme in any way that may lead to transfer, distribution or uploading of software or material containing harmful code, such as virus, time bombs, cancelbots, worms, Trojan horses, espionage software or other potentially harmful software, material or information.

The User undertakes not to use picme for the purposes of uploading, posting, emailing or in any other way processing or forwarding Content in breach of applicable law (including but not limited to information that may be deemed to constitute incitement to racial hatred, child pornography, slander, insult, instigation of rebellion, unlawful description of violence, and/or violation of copyright or any intellectual property law or violations of the personal data act) or that may in any other way be conceived as threatening, insulting, racist, offensive, vulgar and/or indecent or which involves infringement of a private individual's personal sphere or the infringement of a third party trademark or copyright or other intellectual property right. The User is also obligated not to use picme App Ltd's trademarks or distinctive marks in any way other than has been explicitly consented to by picme App Ltd.

By agreeing to this User Agreement the User consents to picme App Ltd's processing and storing of the Personal Data and the Content, and to disclosing Personal Data or Content if picme App Ltd is obliged to do so by law, or if picme at its own discretion considers it necessary to (a) comply with a legal obligation; (b) uphold the User Agreement; (c) respond to statements that Content and/or Personal Data constitute an infringement of a third party right or in any other way is in contravention with law; or (d) protect picme's, its users or the public's interests, rights, property or personal safety.

If a User finds that Content available on picme is in breach of the terms of this User Agreement, such User may file a complaint with picme's customer support. In the event of such complaint, picme App Ltd reserves the right to remove the Content in question either temporarily or permanently.

B.4. GRANT OF LICENSE TO THE CONTENT TO PICME APP LTD

Each Seller that uploads Content for sale on picme hereby grants to picme App Ltd a worldwide, non-exclusive, royalty-free, transferable license (with right to sub-license) to use, reproduce, distribute and display as well as to grant to third parties and picme App Ltd's partners a right to sublicense, Content within the scope of the various functionalities of picme from time to time and within the business of picme App Ltd, including without limitation promoting picme or redistributing picme in any media formats and through any media channels (including promotion campaigns in social media), for as long as the Content is made available by the Seller on picme.

picme App Ltd may from time to time grant to the operators of public search engines permission to use search engines or search spiders to copy Content for the sole purpose of creating publicly available searchable indices of the Content. Each Seller specifically allows for picme App Ltd to grant access to the Content for such search engines or spiders.

Any commercial use of any Content by another User than the Seller requires such User to purchase a Content License to the Content as per the definition in Section C below.

For the avoidance of doubt, the grant of a perpetual license as set out in Section C means that the Content License will remain in full force and effect even if the Content to which the license refers has been removed or deleted from picme. Thus, removal/deletion of Content from picme does not affect Content Licenses sold prior to such removal/deletion.

B.5. PRICING OF CONTENT

By uploading Content to picme, the Seller agrees to have such Content published for sale on picme at such terms and prices that picme App Ltd applies from time to time for such sale (as further detailed in Section C below).

picme App Ltd reserves the right at its own discretion to set the Content Fee (as defined below) for all Content Licenses to the Content published on picme. picme App Ltd further reserves the right to adjust any such Content Fee upwards or downwards at its own discretion at any time, to run temporary promotional campaigns covering all or some of the Content on picme and to create bundles, compilations and portfolios of Content and to set the prices for such campaigns, bundles, etc, at its own discretion.

C. TRADE TERMS BETWEEN SELLER AND BUYER FOR THE SALE AND PURCHASE OF CONTENT LICENSES

C.1. CONTENT FEE, LICENSE FEE AND TRANSACTION FEE

For any purchase of Content Licenses (as defined below), the Buyer agrees to pay the defined price stipulated on picme for the relevant Content (the "Content Fee"). The Content Fee consists of:

i.            a one-time license fee paid by the Buyer to the Seller allowing for the Buyer to use the Content purchased in accordance with the terms of this User Agreement (the "License Fee") and

ii.            a transaction fee paid by the Buyer to picme App Ltd for its use of picme to purchase the Content License (the "Transaction Fee").

The License Fee and the Transaction Fee (including applicable value added tax thereon) amounts to fifty (50) percent each of the Content Fee.

The License Fees generated by each Seller are hereinafter jointly referred to as that Seller's "Commissions".

C.2. LICENSE TERMS FOR CONTENT LICENSES, PROHIBITED USES

Subject to completion of the purchase process on picme and the Buyer's payment of the Content Fee, and in accordance with the terms of this User Agreement, the Seller grants to the Buyer a non-exclusive, perpetual, world-wide and fully-paid right of use to the Content for any purpose, whether commercial or non-commercial, including the right to modify, reproduce, publish, display and sub-license the Content, and create derivative works thereof, in any manner (the "Content License"). However, the Buyer may not use the Content for any uses as are prohibited according to the below ("Prohibited Uses").

Prohibited Uses are:

i.            any use in breach of applicable law (including without limitation incitement to racial hatred, child pornography, slander, insult, instigation of rebellion, unlawful description of violence),

ii.            any use that may in any other way be conceived as threatening, insulting, racist, offensive, vulgar and/or indecent or which involves infringement of a private individual's personal sphere, including without limitation, use of Content for dating, pornographic or other sexual purposes, or any use that picme App Ltd considers, in its own discretion, harms or may be harmful to picme App Ltd's brand and/or good reputation;

iii.            any use that constitutes infringement of a third party trademark or copyright or other intellectual property right or constitutes violation of relevant personal data protection regulations,

iv.            any resale or sub-licensing of unedited/unmodified or substantially unedited/unmodified Content, or

v.            for Content marked as "Editorial" or marketed under the Editorial section of picme, any commercial, promotional, advertising or merchandising use.

Notwithstanding the above, Content Licenses may be exclusive instead of non-exclusive, if such exclusivity is specifically agreed between the Buyer and Seller in the terms for a picme Mission or otherwise.

Nothing in this User Agreement shall constitute or be construed as a transfer of ownership to the Buyer of any of the Seller's intellectual property rights or other proprietary rights in and to the Content.

C.3. CONSENTS FROM PARTICIPATING INDIVIDUALS/MODELS

The Seller confirms, through the uploading of Content to picme, that the Seller has received all required consents from any and all private individuals participating in Content ("Model Releases"). Upon request from picme App Ltd, the Seller undertakes to provide such written or other evidence as picme App Ltd may reasonably require confirming such Model Releases from participating individuals/models in the Content. picme App Ltd retains the right to request additional Model Releases for any uploaded Content.

C.4. BUYER'S OBLIGATION TO ARRANGE ALL OTHER CONSENTS

Apart from the Model Releases detailed above, the Buyer is responsible for arranging any and all consents required for the Buyer's intended use of the Content, including but not limited to any consents required from trademark owners, building or land owners or owners of other intellectual property included in the Content. The Seller shall not be responsible for obtaining any such consent, unless otherwise agreed in writing directly between the Seller and the Buyer. For the avoidance of doubt, this means that picme App Ltd will not collect property releases and shall not be responsible for obtaining any such consent, unless otherwise expressly agreed in writing between picme App Ltd and a Buyer.

NO RIGHT FOR SELLER TO BE IDENTIFIED AS PHOTOGRAPHER

The Seller is aware and agrees that by granting a Content License under this User Agreement, the Seller waives all its rights to be identified or mentioned as photographer or copyright holder of the Content. Thus, the Buyer shall be free to use the Content in accordance with the Content License without mentioning the Seller. However, the Buyer shall not be entitled to state or otherwise indicate that the Buyer is the copyright holder of the Content, but may merely state that the Buyer uses the Content under license.

C.6. REPRESENTATIONS AND WARRANTIES

The Seller represents and warrants to the Buyer and to picme App Ltd that the Seller is the original photographer of the Content and that it holds all rights in and to the Content. The Seller further represents and warrants to the Buyer and to picme App Ltd that the Content does not infringe upon any copyright, moral right or other intellectual property right.

OTHER THAN AS EXPRESSLY PROVIDED IN THIS USER AGREEMENT, THE CONTENT IS PROVIDED "AS IS" WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE SELLER DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET ANY REQUIREMENTS OF THE BUYER. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT TO ACHIEVE A SPECIFIC RESULT IS WITH THE BUYER.

C.7. PAYMENT TERMS

Payment of the Content Fee is made by the Buyer through the purchase process on picme and the payment solution(s) made available thereon by picme App Ltd. In relation thereto, picme App Ltd receives the License Fee on behalf of the Seller and the Transaction Fee for its own account. All payments are final and binding and will not be refunded to a Buyer under any circumstances.

Upon picme App Ltd's receipt of the Content Fee, the Content will be released to the Buyer for use in accordance with the Content License.

With respect to picme pre-pay credits, which the Buyer can purchase from picme App Ltd for future use on picme, it is expressly noted that such credits are non-refundable and that the Buyer cannot request repayment of such credits in cash. Unused pre-pay credits on picme will be automatically cancelled without further notice if the Buyer has not used credits to purchase any Content Licenses on picme during a consecutive period of twelve (12) months.

C.8. RELEASE OF COMMISSIONS TO SELLERS

Commissions will be accumulated on each Seller's user account on picme. The Seller may request picme App Ltd to release the Commissions received by picme App Ltd on behalf of the Seller through the "Cash Out" function connected to the Seller's user account. If such a release request is received by picme App Ltd not later than the last day of a calendar month, the balance on the Seller's user account as of the date of the release request will be paid out at the end of the following calendar month as per the Payment Data registered by the Seller. Said payment shall be considered as full payment for the Content Licenses sold by the Seller. picme App Ltd retains the right to provide other solutions for "Cash Out" which in such event will be described on picme's web site and/or in the picme App.

If the Seller has not requested release of accumulated Commissions within twenty-four (24) months from the date of sale of the Content License(s), or if the Seller within the same period has failed to provide valid Payment Data enabling picme App Ltd to release accumulated Commissions, such Commissions will be forfeited by the Seller and will accrue to picme App Ltd.

picme App Ltd retains the right to adjust payments made to the Seller and to reclaim any amount which incorrectly has been paid out to Seller, no matter the reason for such incorrect disbursement.

C.9. CLAIMS AND DISPUTES BETWEEN SELLER AND BUYER

In the event of a breach by the Seller or Buyer of the terms of this User Agreement or in the event of any other claim directed by the Seller towards the Buyer or vice versa, such claims or disputes will need to be handled directly between the Seller and the Buyer.

In the event of such claim or dispute, picme App Ltd may (but has no obligation to) release relevant Registration Data to the relevant party against which the Seller/Buyer has a claim. Each of the Seller and Buyer agrees to the release of such Registration Data if picme App Ltd so decides. Apart from any such release of Registration Data, picme App Ltd shall not be part of any such dispute or have any responsibility in relation thereto and each of the Seller and the Buyer expressly disclaims any responsibility for picme App Ltd in relation thereto.

C.10. DAMAGED OR CORRUPT CONTENT

In the event any Content to which a Buyer has purchased a Content License hereunder is damaged or corrupt, the Buyer shall immediately upon receipt of such damaged/corrupt Content notify picme App Ltd thereof, through contacting picme App Ltd's support (through the address stated on www.picmeapp.co.uk, and present evidence of the damaged/corrupt Content. Provided that picme App Ltd can confirm that the Content delivered is damaged/corrupt, picme App Ltd shall provide the Buyer with a new, functioning version of the Content within twenty-four (24) hours from picme App Ltd's receipt of the claim. If picme App Ltd is not able to provide such a new, functioning version of the Content within the above time period, picme App Ltd shall reverse the transaction and refund the Content Fee paid by the Buyer.

C.11. LIMITATION OF LIABILITY FOR PICME FOR TRANSACTIONS

The Seller and the Buyer recognize that picme App Ltd is not an auctioneer, but merely the provider of picme as a transaction platform enabling Sellers and Buyers to sell/buy Content Licenses. Thus, picme App Ltd is not involved in the transaction between Seller and Buyer and shall under no circumstances be held liable by any Seller or Buyer for any loss or damage arising out of in connection with any transaction made using picme.

picme App Ltd's liability is further limited as set out in Section D below.

D. GENERAL TERMS APPLYING TO THE USER AGREEMENT

D.1. SOFTWARE LICENSE

picme App Ltd grants each User a non-exclusive, non-transferable, world-wide and revocable license to install and use the picme App (and any other application made available by picme App Ltd from time to time) and any software included in picme, including connecting media and specifications, and instructions for handling of such software (collectively the "Software"). picme App Ltd reserves the right to change or replace the software during the term of this User Agreement. All intellectual property rights to the Software are held by picme App Ltd or its licensors. The User has no right whatsoever to the Software, except for what is explicitly stated in this User Agreement. The Software may only be copied by the User to the extent that is explicitly consented to in writing by picme App Ltd. The User may not under any circumstances entirely or partly decompose, process, change, reverse engineer, copy, make additions or create derived items or productions from the Software in addition to what is explicitly stated in this User Agreement. The User also undertakes to ensure that no third party is admitted to examine the Software without picme App Ltd's written consent. Upon termination of the User Agreement, the Software shall be uninstalled by the User. picme App Ltd does not in any way warrant that the Software is adequate to the User's needs or that the Software can be used without disruptions or defects.

D.2. USER SUPPORT

User support for picme is provided through guidelines, FAQ and other support documents available from time to time on picme's web site, www.picmeapp.co.uk. picme App Ltd does not warrant the availability of any User support for any specific question or support matter.

D.3. CLAIMS RELATED TO THE USE OF THE PICME SERVICES

If claims are made against picme App Ltd or an action is brought against picme App Ltd due to the User's use of picme, the User undertakes to indemnify picme App Ltd for any harm, loss or damage that is inflicted upon picme App Ltd because of such claim (including but not limited to costs connected with settlement or judgment). The undertaking is valid only if the User, within a reasonable time from the claims have been made, is informed in writing by picme App Ltd of the claims or of the fact that actions have been brought against picme App Ltd.

D.4. LIMITATION OF LIABILITY

picme App Ltd shall not be liable for any direct, indirect or consequential damage, on persons or property, economic loss or loss of data which are caused to the User or a third party due to picme or the User's use of picme. picme App Ltd shall not be liable for any unauthorized access to data or deficient data secrecy in connection with the transfer of information via the Internet when using picme, or for any misuse of Content published on picme. picme App Ltd's liability shall be limited to the above stated except in case of gross negligence or intent. picme App Ltd's liability under this User Agreement shall under all circumstances always be limited to a sum corresponding to the Transaction Fee in relation to the Content to which a claim relates. However, such liability shall never exceed USD 100. Claims in excess of this sum cannot be made against picme App Ltd by a User. This limitation shall apply even if other warranties or remedies under this User Agreement fail to fulfill their purposes.

D.5. TERM AND TERMINATION

This User Agreement enters into force on the day the User first signs in on picme, or otherwise accepts this User Agreement, and shall remain in force until terminated. Termination may be made by either party for cause or for convenience at any time. Termination by a User is made through deactivation of the User's account on picme and is effective immediately. Termination by picme App Ltd is made through notification to the User through the User's account on picme or by e-mail to the e- mail address provided by the User as Registration Data, with at least thirty (30) days prior notice.

Upon termination of the User Agreement, the User's access to picme will automatically cease. picme App Ltd shall be under no obligation to store or preserve any Content of a User available on picme upon such termination and shall immediately upon termination have the right to remove and discard such Content. Upon termination of the User Agreement, the User shall further cease use of the picme App (and any other applications made available by picme App Ltd from time to time) and uninstall it from any and all of the User's devices where it is installed.

picme App Ltd retains the right to immediately terminate the User Agreement and/or close down, wholly or partly, the User's access to picme for any User that uses picme in breach of this User Agreement or in breach of picme App Ltd's instructions, or for Users that picme App Ltd otherwise considers risk seriously disrupting the usage of picme App Ltd's systems or that abuses picme. In addition, picme App Ltd shall be entitled to terminate the User Agreement with immediate effect if the User is declared bankrupt, suspends its payments, enters into liquidation or is otherwise deemed insolvent. Upon picme App Ltd's termination of the User Agreement for User's breach of contract, picme App Ltd retains the right to request compensation from User for all damage caused by the User's breach of contract.

D.6. MISCELLANEOUS

This User Agreement comprises the entire agreement between the parties regarding the User's use of picme. Except for picme App Ltd's right to change, make additions and in other ways amend prices and the terms of this User Agreement according to Section B.1 (Scope of Service) above, all potential additions or amendments to this User Agreement shall be made in writing and be duly signed by both parties.

The User shall not be entitled to transfer its rights or obligations according to this User Agreement without picme App Ltd's written consent. picme App Ltd is entitled to transfer its rights and obligations according to this User Agreement in its entirety. picme App Ltd is entitled to employ subcontractors to perform its obligations pursuant to this User Agreement. picme App Ltd is liable for its subcontractors.

This User Agreement shall be governed by and construed in accordance with the laws of Sweden. Disputes arising out of or in connection with this User Agreement shall be settled by the courts of law of the United Kingdom.

Notices to the User will be sent through the User's account on picme or to the e-mail address submitted by the User in the Registration Data. Notices from the User to picme App Ltd may be sent via the headline "Contact" on picme's web site www.pcimeapp.co.uk. Notices shall be deemed to have been received by picme App Ltd when picme App Ltd confirms receipt by a personal reference (not by auto reply).