Online Standard
Terms and Conditions

imonomy is a new and exciting platform, which allows users to incorporate pictures and other graphical and video content automatically into websites, as well as providing a platform for the monetization by users of such content.

These Online Terms and Conditions, together with any amendments thereto, and imonomy guidelines and documents referred to herein (collectively, the “Agreement”) constitute a legal agreement between You and imonomy, Ltd. (“imonomy”). By including any of imonomy’s code in your website or obtaining content from imonomy, you signify your agreement to all the terms and conditions of this Agreement. As such, please read this Agreement carefully before clicking “I accept”. If you do not agree to be bound by this Agreement, please do not click “I accept” and do not include any imonomy code or content in your website.

1. Definitions.

The following terms, when capitalized, shall have in this Agreement the meanings set forth below:

1.1. “Accessed Page” means any content accessible by clicking on any Advertisement, or accessing the link provided in any Advertisement, or using any functionality provided by a Gadget. Accessed Pages may include, for example, the search results page accessed by using any search functionality provided in a Gadget.

1.2. “Advertisements” mean any commercial or promotional material or links provided by imonomy to be displayed in connection with Visual Content.

1.3. “Commercial Use” means (a) incorporating any Visual Content into any advertising, promotional or marketing material; (b) using the Visual Content in any manner that endorses a specific brand, company or label; or (c) using the Visual Content in any downloadable format intended for multiple or mass distribution (including, without limitation, templates, web site templates, software products, mass e-mail messages and e-greetings).

1.4. “Gadget” means any additional functionality (such as, without limitation, search functionality) that may be displayed or offered in connection with any Visual Content.

1.5. “Visual Content” means any text, graphical, audio or video material that You may obtain from imonomy (including, without limitation, any still image, photograph, illustration, film, animation, clipart, composite, digital footage, digital video, film footage, font, graphics, motion sequence or any other visual representation) together with all accompanying metadata.

1.6. “You” means the individual or legal entity that accepts this Agreement.

2.Using imonomy.

2.1 Subject to the terms and conditions of this Agreement, imonomy grants You a limited, non-exclusive, non-sublicenseable, non-transferable right to incorporate Visual Content into Your website for public display and performance. This license shall terminate together with any termination of this Agreement by either party.

2.2 The license to use Visual Content is limited to Your own personal or commercial use, and You may not otherwise reproduce the Visual Content or sell, distribute, transfer, loan or rent the Visual Content to any third party. You shall not, and shall not allow any third party to (a) make the Visual Content available for download by third parties, and You agree to take all commercially reasonable steps to prevent third parties from reproducing or distributing the Visual Content in violation of this Agreement; (b) modify, alter or create any derivative works of the Visual Content; (c) remove any copyright or other proprietary notices from any Visual Content; (d) save or store any Visual Content locally on Your own servers or computer systems; (e) make Commercial Use of any of the Visual Content.

2.3 Unless expressly stated otherwise in writing by imonomy, this license to use Visual Content is limited to the website in respect of which you accepted this Agreement. You may not use Visual Content in respect of any other of your websites.

2.4 You are solely responsible for determining whether Your use of any Visual Content requires the consent of any other party or the license of any additional rights. If You are unsure whether additional rights are needed for Your use of the Visual Content, You are responsible for consulting with competent legal counsel. imonomy shall have no liability in respect of any Visual Content that allegedly or actually violates or infringes the intellectual property rights, moral rights or privacy rights of any third party.

2.5 You shall promptly report to imonomy any Visual Content that is inappropriate, obscene, libelous, defamatory or inappropriate. Subject to the disclaimers set forth in this Agreement, imonomy shall make efforts to remove any such Visual Content.

2.6 Any use of the Visual Content in violation of this Agreement may constitute a violation of the copyright (or other intellectual property rights or moral rights) of imonomy or its licensors in such Visual Content, and such actions may subject You to civil or criminal liability.

3. Advertisements and Gadgets.

3.1 Visual Content may be accompanied by Advertisements or Gadgets. Such Advertisements or Gadgets may be shown adjacent to the image or appear either in sequence with the Visual Content, when an end-user clicks or hovers over such Visual Content, or in any other method to be determined by imonomy in its sole discretion. You shall not receive any revenue in respect of such Advertisements or Gadgets, including without limitation any Advertisements or Gadgets displayed on Your web page or in connection with Your proprietary content, unless You execute a separate written agreement with imonomy expressly setting forth any amounts that may be due to You in respect of such advertisements. Except as expressly set forth in writing in such separate agreement, You waive all claims to compensation in respect of Advertisements and Gadgets.

3.2 You agree to comply with the specifications provided by imonomy from time to time to enable proper delivery, display, tracking, and reporting of Advertisements and Gadgets, including without limitation by not modifying any code provided to You by imonomy in any way, and by not collecting trends or data or information from any text-based links used for redirection to any Accessed Page, unless expressly authorized in writing by imonomy.

4. Technical Restrictions

4.1 You shall not, and shall not allow any third party to (a) modify, alter or reconfigure Visual Content, or any part thereof, for use in any mobile-directed web sites or mobile applications (including but not limited to mobile telephones, handheld game consoles and PDAs); or (b) publicly display or perform the Visual Content in any digital format or for any digital use at a resolution greater than 72 dpi.

4.2 You may use a “teaser image link” (or “Thumbnail”) of Visual Content only to promote a post or blog where the actual Visual Content is used. The Thumbnail must be comprised solely of the Visual Content as received from imonomy and must redirect only to the page where the Visual Content is located. In creating the Thumbnail, You may crop the original image, but You may not do so in a manner that would modify or change the meaning, tone or general context thereof, or render the image libelous, obscene or in violation of applicable law. The size of the Thumbnail shall not exceed 180 pixels in either width or height. You may not make any other modification or change to the Visual Content. You must disable the ability of a viewer of the Thumbnail to save the image thumbnail through “Save Picture as”, “Save Image as” or any similar functionality.

5. Intellectual Property

imonomy and its licensors own all right, title and interest in the Visual Content. You shall have no rights in respect of the Visual Content except the limited license granted herein. You shall not, and shall not assist any third party, to challenge the intellectual property rights of imonomy in any of the Visual Content. If You modify or create any derivative works of any Visual Content, whether in violation of this license or in compliance with the terms hereof, You grant imonomy all right, title and interest in such modifications or derivative works.

6. Restricted Uses

6.1 You shall not, nor allow any third party, to use any Visual Content in connection with, or on any website that contains, (a) material that can reasonably be understood to be offensive (including material promoting or glorifying hate, violence, bigotry, or any entity); (b) material that is racially or ethnically insensitive, (c) material that is libelous, defamatory, harassing or threatening; (d) material that infringes the intellectual property rights, moral rights or privacy rights of any third party; (e) pornography (including any obscene material, and anything depicting children in sexually suggestive situations whether or not depicting actual children) or any material which may be harmful to a minor; (f) any virus, worm, Trojan horse, or other harmful, malicious or disruptive component; (g) anything that encourages conduct that would be considered a criminal offense, give rise to civil liability, violates any law or regulation or is otherwise inappropriate. You shall not incorporate or link to any Visual Content in any unsolicited or mass e-mail messages, or in any forum or similar medium where it is prohibited under the rules of such forum.

6.2 You shall not, and shall not encourage any third party, to (a) generate clicks on or hover over Advertisements or Visual Content, or use any Gadget, through any automated, deceptive, fraudulent, misleading, coercive, incentivized, malicious or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated query tools and/or computer generated search requests, and/or the unauthorized use of other search engine optimization services and/or software; (b) modify, alter or create any derivative work of any Advertisement or Gadget; (c) remove, obscure or minimize any Advertisement or Gadget; (d) frame, modify the end user view of, or other inhibit the full and complete display of any Advertisement, Gadget, or Accessed Page; (e) redirect an end user away from any Accessed Page, or provide a version of an Accessed Paged that is different from the content an end user would access by going directly to such Accessed Page.

7. Your Representations and Warranties

You represent and warrant that any website or other application on which You shall display or incorporate Visual Content, Advertisements or Gadgets shall (a) conspicuously display a privacy policy that accurately and clearly describes how You collect and use all data which You may collect from end users (“Your Privacy Policy”), that Your Privacy Policy is in material accord with applicable law, regulations and industry standards, and that You actually abide by Your Privacy Policy; (b) conspicuously display online terms and conditions which clearly describe all material functionality provided by Your website or application (“Your Online Terms and Conditions”), which shall accord with applicable law and regulations; and (c) adhere to and qualify for one of the safe harbors set forth in the United States Digital Millennium Copyright Act (“DMCA”) for online service providers, promptly remove or block access to allegedly infringing material upon the receipt of a duly prepare copyright infringement notice as prescribed by the DMCA, and describe such policies in Your Online Terms and Conditions. In addition, You represent and

warrant that all information You have provided to imonomy (including in connection with Your acceptance of this Agreement) is accurate and correct. You must promptly report to imonomy any third party claims submitted to you under a DMCA notice, or otherwise claiming that any Visual Content infringes any third party intellectual property rights, moral rights, or other proprietary rights.

8. Privacy

imonomy collects information regarding end users’ interaction with Visual Content, Advertisements and Gadgets, though imonomy does not knowingly collect personally indentifying information. imonomy uses such collected data to improve its services but does not provide such data to third parties. Your Privacy Policy shall provide that imonomy shall have all necessary rights to collect and use data in such manner.

9. Your Indemnification Obligations

You agree to indemnify imonomy and its directors, officers, direct and indirect shareholders, employees, partners, licensors or agents (“Indemnitees”) and to defend and hold each of them harmless against any damages, costs, claims, expenses or liabilities of any kind which any Indemnitee may incur (including attorney’s fees and court costs) as a result of Your breach of any representation or warranty contained in this Agreement or Your violation of this Agreement in any manner.

10. Third Party Websites

Visual Content, Advertisements and Gadgets may link to or use web sites or content belonging to third parties. imonomy has no control over third-party sites or content, and all use of third-party sites or content is at Your own risk. imonomy does not endorse any products or services offered by third parties.

11. Disclaimers

11.1 imonomy provides Visual Content and Advertisements by analyzing the content of Your website or application and, in doing so, uses proprietary algorithms and statistical methods of analysis. Nevertheless, no algorithm or statistical method can provide correct results under all circumstances or in all cases. As such, imonomy does not represent or warrant that any Visual Content, Advertisement or Gadget that it provides will meet Your needs or requirements, will be appropriate for any content on Your website or application or suitable for viewing by Your end user audience. Some Visual Content, Advertisements or Gadgets may include, provide or link to material that You may judge to be unsuitable or inappropriate for Your end user audience. imonomy receives Visual Content, Advertisements and Gadgets from its third party licensors. As such, imonomy makes no warranty that Visual Content, Advertisements and Gadgets do not infringe or violate any third party intellectual property rights, moral rights or privacy rights, and imonomy will accept no liability in respect of such infringement.

11.2 In addition to the foregoing, the Visual Content, Advertisements and Gadgets are provided “as is” and imonomy hereby disclaims all warranties, express or implied, including, but not limited to the implied warranties of fitness for any particular purpose, non-infringement, and merchantability in respect thereof.

12. Limitation of Liability

Neither imonomy, nor any of its directors, officers, direct and indirect shareholders, employees, partners, licensors, or agents shall be liable for any indirect, consequential, punitive, or incidental damages arising out of the use of, or the inability to use Visual Content, Advertisements or Gadgets (including without limitation any economic loss, lost profits, lost business opportunities, interruption or loss of service or data), even if imonomy has been advised of the possibility of such damages. In no event shall the liability of imonomy, or any of its directors, officers, direct and indirect shareholders, employees, partners, licensors, or agents (whether in tort, contract, or otherwise) arising out of or relating to Your use of the Visual Content, Advertisements or Gadgets, or otherwise under this Agreement, exceed amounts that You have paid to imonomy for the use of Visual Content. As such, if You have not made any payments to imonomy for the use of Visual Content, then imonomy shall not have any liability to You hereunder.

13. Termination

imonomy may terminate this Agreement and Your right to access any part of, or all of, the Visual Content at any time with 48 hours notice. imonomy may terminate this Agreement without notice if imonomy has reason to believe that You are in breach of any provision of this Agreement or Your actions will cause economic or reputational damage to imonomy. You may terminate this Agreement at any time by providing notice to imonomy. Sections ‎4 (Technical Restrictions), ‎5 (Intellectual Property), ‎6 (Restricted Uses), ‎7 (Your Representations and Warranties), ‎8 (Privacy), ‎11 (Disclaimers), ‎12 (Limitation of Liability) and this Section 12 (Termination) shall survive any termination of this Agreement. Upon termination of this Agreement You shall cease to use or display Visual Content, Advertisements or Gadgets in any manner.

14. Modification to imonomy’s Services or this Agreement

14.1 imonomy reserves the right to remove, alter or make changes to Visual Content, Advertisements and Gadgets at any time in its sole discretion, including in respect of the manner of presentation of the foregoing to end users. imonomy reserves the right to change the manner in which it charges for the provision of Visual Content or other services at any time in its sole discretion.

14.2 You must view this Agreement periodically in order to review any and all changes to this Agreement, if any. You hereby acknowledge and confirm that continued access and use of the services provided by imonomy, including any Visual Content, by You will constitute Your agreement and acceptance of any changes or revisions to this Agreement, as may be made from time to time.

15. Miscellaneous

This Agreement shall be governed by the law of the State of Israel exclusive of its choice of law rules. Your conduct may also be subject to other local, state, and national laws. Any action to be brought in connection with this Agreement or the Visual Content, Advertisements or Gadgets shall be brought exclusively in the court located in Tel-Aviv/Jaffa, and You irrevocably consent to the jurisdiction of such courts. Any cause of action against imonomy must be brought within one (1) year of the date such cause of action arose. In the event that any provision of this Agreement is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of this Agreement shall remain in full force and effect. Nothing in this Agreement creates any agency, employment, joint venture, or partnership relationship between You and imonomy or enables You to act on behalf of imonomy. Except as may be expressly stated herein or in a separate written agreement expressly referencing this Agreement, this Agreement constitutes the entire agreement between imonomy and You pertaining to the subject matter hereof, and any and all other agreements existing between us relating thereto are hereby canceled. Nothing contained in this Agreement shall be construed to limit the actions or remedies available to imonomy with respect to any prohibited activity or conduct. Non-enforcement of any term of this Agreement does not constitute consent or waiver, and imonomy reserves the right to enforce such term at our sole discretion. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. imonomy may assign our rights under these terms to any third party.