By using the visual search platform service (the “Service”) provided by Pcsso Incorporated (“Pcsso”), you (the “Company”) are agreeing to these terms of service (the “Service Terms”). These Service Terms apply to each order for the Service submitted by Company (each, an “Order”) (collectively, the “Agreement”). If you are an individual and are entering into this Agreement on behalf of an entity, you represent that you have the authority to bind such entity to all of the terms and conditions of this Agreement.

1. The Visual Search Platform Service.

a. The Service is composed of an object detection engine, object recognition engine and content-based image retrieval engine which allows Company to detect and identify specified objects within a target query image and search a set of indexed images to receive list of similar looking images.

b. As used herein, “Content” means all content, data or information in any form that is uploaded to the Service by Company or on Company’s behalf.

2. Access to the Service. Access to Company’s Service account(s) shall be limited by use of username(s) and password(s) selected by Company. Company is responsible for all activity occurring in Company’s Account(s).

3. Company’s Obligations.

a. Restrictions on Use. Company covenants that it will not (i) use the Service in any illegal or unlawful manner or for any illegal or unlawful purpose or (ii) perform any act which interferes with or disrupts the Service or infringes upon the rights of any third party. Pcsso will not review or screen Content on a regular basis for compliance with this Agreement or applicable law, and Pcsso shall have no obligation to do so, provided, however, that in addition to any other right Pcsso may have, Pcsso reserves the right to suspend Company’s access to and/or use of the Service to the extent that Pcsso determines, in good faith, that such suspension is necessary to comply with applicable law, the rights of any third party or to prevent significant harm to any end user or the Service.

b. Obligation to Pay. Company shall pay Pcsso all fees included in any applicable Order, in accordance with the payment terms set forth in said Order.

Company shall be responsible for and shall pay any applicable taxes or duties applicable to Company’s Order (except for taxes on Pcsso’s income). All payments shall be made without deduction for withholding taxes. Late payments may be subject to fees at the rate of 1.5% per month. If Company fails to pay applicable fees when payment is due, then in addition to any other rights Pcsso may have, Pcsso shall have the right to suspend delivery of all or a portion of the Service to Company. Company shall pay Pcsso’s reasonable costs of collection, including any attorneys’ fees related thereto.

4. Pcsso’s Obligations. Pcsso agrees to (a) operate and make available to Company the Service in accordance with this Agreement; and (b) perform any other obligations expressly identified in this Agreement.

5. Term. The initial term of this Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Agreement, shall remain in effect for 1 year from the Effective Date (unless a different term is set forth in Company’s Order) (“Initial Term”), following which it shall automatically renew for successive 1-year periods on the first day following the end of the Initial Term (each, a “Renewal Term”) unless either party hereto has provided notice to the other of non-renewal at least 60 days in advance of the end of the Initial Term or, if applicable, the then-current Renewal Term. The Initial Term and each Renewal Term are collectively referred to as the “Term” of this Agreement. The “Effective Date” of this Agreement shall be the date specified in Company’s Order or, if such Order was submitted online, the date Company submits the online Order.

6. Termination. Unless otherwise prohibited by law, either party may terminate this Agreement: (a) if the other party is adjudicated bankrupt or otherwise seeks to avoid its performance obligations under applicable bankruptcy or insolvency laws or (b) upon the occurrence of a material breach of this Agreement by the other party if such breach is not cured within 30 days after written notice identifying the matter constituting the material breach. Pcsso can terminate this Agreement at any time by providing 30 days written notice. In the event of a termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate automatically. Upon an early termination of this Agreement for any reason (other than a termination resulting from a material, uncured breach of this Agreement by Pcsso), all fees and expenses payable under this Agreement shall become immediately due and payable.

7. Title. As between the parties, Pcsso owns all right, title and interest in and to the Service. This Agreement does not convey any ownership interest in or to the Service to Company, but only a limited license that is revocable as set forth in this Agreement. As between the parties, Company owns all right, title and interest in and to the Content.

8. Licenses.

a. License to Use the Service. Pcsso hereby grants Company a limited, revocable (as set forth in this Agreement), non-transferable, non-exclusive license to use the Service. All rights not expressly granted to Company are reserved by Pcsso and its licensors. Except as expressly permitted by Pcsso or to the extent expressly authorized by the Service, Company shall not: (a) sublicense, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or any part thereof (including the look and feel of the Service) in any way; or (b) modify or make derivative works based upon the Service or reverse engineer, decompile or disassemble the Service.

b. License to Content. Company hereby grants Pcsso a limited, revocable (as set forth in this Agreement), non-transferable, non-exclusive, royalty-free, worldwide license to perform all such acts with respect to the Content as are necessary for Pcsso to provide the Service in accordance with this Agreement. For avoidance of doubt, although Pcsso shall have the right hereunder to host, store, encode, reproduce and/or distribute the Content (among other things) in order to provide the Service in accordance with this Agreement, the parties expressly agree that Pcsso does not hereby take legal title to any Content supplied by Company.

c. License to Feedback, Suggestions or Recommendations. Company hereby grants Pcsso an unlimited, irrevocable, perpetual, transferable, non-exclusive, royalty-free, worldwide license to use and/or incorporate into the Service any feedback, suggestions and/or recommendations provided to Pcsso by Company regarding the Service.

9. Representations and Warranties.

a. The Service. Pcsso represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement and (ii) the Service, as used by Company in accordance with this Agreement, does not, and shall not, infringe, violate or misappropriate any third party’s rights.

b. The Content. Company represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement and (ii) the Content and its use through the Service, as enabled by Company, directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third party’s rights.

10. Indemnification. Company shall indemnify, defend and hold harmless Pcsso and Pcsso’s officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, loss, government fines, costs and expenses (including reasonable attorney’s fees and litigation expenses) (each a “Claim”), arising out of or related to any alleged or actual breach of any representation, warranty or covenant made by Company in this Agreement.


11. DISCLAIMERS.

a. COMPANY UNDERSTANDS THAT IMAGE QUALITY AFFECTS THE ACCURACY OF THE SERVICE.

b. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PCSSO MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO COMPANY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WORKMANLIKE QUALITY, NON-INFRINGEMENT, TITLE, SUITABILITY, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY.

12. LIMITATIONS/EXCLUSIONS OF LIABILITY. IN NO EVENT SHALL PCSSO BE LIABLE TO COMPANY UNDER ANY THEORY OF LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING IN CONNECTION WITH THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. UNDER NO CIRCUMSTANCES WILL PCSSO BE LIABLE FOR DAMAGES IN THE AGGREGATE IN EXCESS OF (A) $1,000 OR (B) THE TOTAL FEES PAID BY COMPANY DURING THE 12 MONTHS PRIOR TO THE INCIDENT GIVING RISE TO CLAIM FOR DAMAGES HEREUNDER, WHICHEVER OF (A) AND (B) IS GREATER.

13. Confidentiality. Company agrees not to disclose Pcsso’s Confidential Information without its prior written consent. “Confidential Information” includes, without limitation: (a) all intellectual property; (b) financial information (including pricing) and business information; and (c) any other information designated in writing as “Confidential”. Confidential Information does not include: (a) Content; (b) information that has become publicly known through no breach by Company of these confidentiality obligations; or (c) information required to be disclosed by law.

14. Identification Rights. Pcsso shall have the right to identify Company as a customer of Pcsso and Company shall have the right to identify Pcsso as the provider of the Service.

15. General. This Agreement is governed by the laws in force in the Province of Ontario and constitutes the entire agreement between the parties with respect to the subject matter herein and cancels and supersedes any prior understandings and agreements between the parties with respect to the subject matter herein. The parties agree to the exclusive jurisdiction of the courts of Ontario for all matters arising in connection with this Agreement. All additions or modifications to this Agreement must be made in writing and must be signed by both parties. If any part of this Agreement is held to be invalid or otherwise unenforceable, the provision shall no longer form part of this Agreement. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege. The parties do not intend that any agency or partnership relationship be created between them by this Agreement. Each party shall execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to carry out the full intent and meaning of this Agreement. This Agreement may not be assigned by Company without Pcsso’s prior written consent and shall enure to the benefit of and be binding on the parties, their respective successors and permitted assigns. Pcsso may assign all of its rights and obligations under this Agreement without the consent of Company and upon any such assignment, Pcsso shall be fully released from its obligations hereunder and the assignee shall assume the rights and obligations of Pcsso as if the assignee were an original party to this Agreement. The following sections survive termination of this Agreement and continue in effect: 7(Title), 10(Indemnification), 11(Disclaimers), 12(Limitation/Exclusions of Liability), 13(Confidentiality) and 15(General).