This Participation Agreement (the “Agreement”) is between you and ProxyPics (as defined below) and governs your and ProxyPics’s respective rights and obligations with respect to your offering for sale, selling, requesting, purchasing, and/or providing Services (defined below) on or through the Platform (as defined below).

For purposes of this Agreement, (a) “ProxyPics”, “we”, “us” or “our” means ProxyPics, Inc., a Delaware corporation, (b) “Site” means the ProxyPics web site located at www.proxypics.com, and any successor or replacement website thereto, including all services provided by us to you through the service platform on the Site, (c) “App” means the ProxyPics iPhone or Android app, (d) “Platform” means either the Site or the App, or both, (e) “Services” means any service that you sell, offer to sell, request, purchase, and/or provide on or through the Site, (f) “Affiliate” means any entity controlled by, in control of, or under common control with ProxyPics, (g) “Client” means you, if you use the Platform to request that a Proxy perform Services, (h) “Proxy” means you, if you use the Site or App to perform Services for a Client.

This Agreement consists of the terms and conditions set forth in this document together with all applicable policies, procedures and/or guidelines that appear on the Platform from time to time (collectively, the “Policies” which are hereby incorporated by this reference into, and made part of, this Agreement). ProxyPics reserves the right to change any of the terms and conditions contained in this Agreement and/or any Policies governing the Platform, at any time, at its sole discretion. Any changes will be effective upon posting of the Agreement or Policies on the Platform and may be made without any other notice of any kind. You are at all times responsible for reading and understanding each version of this Agreement and the Policies.

BY REGISTERING FOR AND USING THE PROXYPICS WEBSITE AND APPLICATION, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF OR THE COMPANY YOU REPRESENT; (3) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR ACCOUNT IN ACCORDANCE WITH SECTION 4 OF THIS PARTICIPATION AGREEMENT; AND (4) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING THE TERMS AND CONDITIONS OF THE PAYMENT SERVICE DESCRIBED IN SECTION 4 AND ALL APPLICABLE POLICIES, PROCEDURES AND GUIDELINES.

YOUR CONTINUED USE OF THE PLATFORM FOLLOWING PROXYPIC’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT (INCLUDING TO ANY OF THE POLICIES INCORPORATED HEREIN), DO NOT CONTINUE TO USE THE SITE OR APP.

1. Registration

Registration. When you register with the Site or the App, you will be asked to provide us with, at a minimum, your name and a valid email address. Proxies may also be asked to provide demographic information and certain tax information upon request. You agree to provide us with true and accurate information, and to update that information to the extent it changes in any way. When registering or updating your information, you will not impersonate any person or use a name that you are not legally authorized to use.

Communication. You consent to us sending you notifications (if any), approvals (if any), and other communications relating to the program described herein and this Participation Agreement to the email address then-currently associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

Passwords and Account Use. You are solely responsible for maintaining the secrecy and security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on the Platform. If your password is compromised, you must change your password.

2. PROXYPIC’S ROLE

ProxyPics provides a venue for third-party Clients and third-party Proxies to enter into and complete transactions. ProxyPics and its Affiliates act strictly as a liaison between Clients and Proxies. As a result, we have no control over the quality, safety or legality of the Services, the ability of Proxies to provide the Services to Clients’ satisfaction, or the ability of Clients to pay for Services. We are not responsible for the actions of any Client or Proxy. We do not conduct any screening or other verification with respect to Clients or Proxies, nor do we provide any recommendations. As a Client or a Proxy, you use the Site and the App at your own risk.

3. YOUR USE OF THE SITE AND APP

Clients in General. Upon Proxy’s submission of Services as described herein, Clients must pay Proxies for their Services. As a Client, you agree that upon submission of the Services performed by a Proxy as described herein, payment will be remitted to the Proxy (as described in Section 4 below). As a Client, you will be charged a fee for your use of ProxyPics in connection with each request for Services. All fees are in U.S. dollars unless stated otherwise. The ProxyPics Fees may vary in the future. You agree to pay the amounts set forth in the ProxyPics Fees from time to time on the terms set forth herein and therein, and to check the fees and terms each time you use the Platform. You acknowledge that Proxies are agreeing to perform Services for you as independent contractors and not employees. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 6, you should seek independent legal advice. Further, you agree that you will only accept work product from Proxies that has been submitted through the Platform.

Disputing Services. If the Client is not reasonably satisfied with the Services, the Client shall have 120 hours from the time of submission of the Services by the Proxy to reject the Services and initiate ProxyPics’s dispute process to obtain a refund. Generally, the only grounds for rejection of the Services (or a part thereof) and entitlement to a refund include (i) the Proxy took photos, inspected or otherwise submitted a report of the wrong property or subject matter, or (ii) the Proxy took photos, inspected or otherwise submitted a report that was requested in Clients order.

Proxies in General. You may only register once as a Proxy with ProxyPics. You may only access your Proxy account from one device at any given time. Proxies may perform Services for any Client in accordance with the specifications submitted by the Client. However, if the Services do not meet the Client’s reasonable satisfaction, ProxyPics may reject the Services and repost the specific request on behalf of the Client. Proxies should not contact Clients directly.

Intellectual Property. As a Proxy, the Client for whom you provide Services is your Client, and as such, you agree that the work product of any Services you perform is deemed a “work made for hire” for the benefit of ProxyPics, and all ownership rights, including worldwide intellectual property rights, will vest with ProxyPics immediately upon your performance of the Service. To the extent any such rights do not vest in ProxyPics under applicable law, you hereby assign or exclusively grant (without the right to any compensation) all right, title and interest, including all intellectual property rights, to such work product to ProxyPics.

Independent Contractor Status. As a Proxy you are performing Services in your personal capacity as an independent contractor and not as an employee of the Client or of ProxyPics. You specifically acknowledge and agree to the following: (i) you will not use robots, scripts or other automated methods to complete the Services; (ii) you will submit all work product through the App only, and not directly to a Client, or to ProxyPics; (iii) you will provide ProxyPics and the Clients for whom you perform Services with any information reasonably requested by them in connection with your performance of such Services; (iv) you are responsible for, and will, comply with all applicable laws and registration requirements, including those applicable to independent contractors and maximum working hours regulations; (v) this Agreement does not create an association, joint venture, partnership or franchise, employer/employee relationship between Proxies and Clients, or Proxies and ProxyPics; (vi) you will not represent yourself as an employee or agent of a Client or ProxyPics; (vii) you will not be entitled to any of the benefits that a Client or ProxyPics may make available to their respective employees, such as vacation pay, sick leave, insurance programs, including group health insurance or retirement benefits; and (viii) you are not eligible to recover worker’s compensation benefits in the event of injury. If you have any questions about your obligations to comply with local laws and regulations pursuant to Section 5, you should seek independent legal advice.

Listing and Promotions Generally. As a Client or Proxy, you may not sell, offer for sale, request, purchase, or provide any Service that violates applicable law or is prohibited by the Policies. Notwithstanding any provision of this Agreement, ProxyPics will have the right, in its sole discretion, to determine the content, appearance, design, functionality and all other aspects of the Platform (including the right to re-design, modify, remove and alter the content, appearance, design, navigation, functionality, and other aspects of the Platform and/or any page thereof and any element, aspect, portion or feature thereof, from time to time).

Information and Feedback. You must supply accurate and complete information for all Services in accordance with our data requirements, as may be designated by us from time to time, including in the Policies. You recognize and agree that ProxyPics will implement mechanisms allowing us and others to track your requests for, or your performance of, Services and rate your performance as a Client or Proxy, and ProxyPics reserves the right to collect feedback regarding your performance and to post such feedback on the Platform. You may not take any actions that may undermine the integrity of the feedback system. You agree that submission of any information, feedback, content, data or other materials (collectively, “Materials”) is at your own risk, and that none of ProxyPics, its Affiliates, Clients or Proxies has any obligations (including without limitation obligations of confidentiality) with respect to such Materials. You represent and warrant that you have all rights necessary to submit the Materials. You hereby grant to ProxyPics and its Affiliates a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Materials, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Platform. For avoidance of doubt, if you are a Client, and if you create any tests, specifications, criteria lists or other programs for use on the Platform to evaluate or otherwise select Proxies, they will be considered Materials for purposes of this Agreement and may be used and/or referenced by us or other Clients and Proxies pursuant to the license granted above.

Customer Service. ProxyPics will be responsible for and will have sole discretion regarding all customer service issues relating to use of the Site, App and their features.

Disputes between Clients and Proxies. Your use of the Site and App is at your own risk. Because ProxyPics acts as a liaison between Clients and Proxies, ProxyPics will be involved in resolving any disputes between participants related to or arising out of the Services or any transaction, only to the level deemed necessary by ProxyPics.

Use of Site and App. You agree that you will use the Site and the App only as contemplated hereby, not for any other purpose, and at all times in compliance with all applicable laws. Any misuse of the app which includes abuse of the system, inappropriate photos, or trying to spoof your location will result in your removal from the Proxy network. You acknowledge and agree that ProxyPics is not responsible for your use of the Site or the App in violation of any applicable law.

4. PAYMENT SERVICES

ProxyPics (or its Affiliates or third party payment service providers) will process all payments made by Clients to Proxies (the “Payment Service”). Client payments made through the Payment Service are received by ProxyPics or its Affiliates on behalf of Proxies, and may be disbursed only in accordance with the terms outlined below.

Payment Upon Service Completion. Once a Proxy has submitted a project, the Client will be billed immediately upon submission of the Services by the Proxy. Each completed project will represent a single transaction. A refund/credit will be given only if the Client follows the dispute resolution process referred to above.

Prepaid Jobs. Clients may be permitted to prepay for work they intend on acquiring through the Services by funding ProxyPics Prepaid Jobs (“Prepaid Jobs”) with a credit card or via funding a prepaid account. The amount of Prepaid Jobs funded must be at least equal to the total amount that will be owed to Proxies upon completion and acceptance of the Services and any amounts payable to ProxyPics in connection with Client’s use of the Platform. If the Prepaid Jobs are purchased with proceeds from a bank account, the Prepaid Jobs may not be available for use for up to four (4) days before such funds are available for disbursement to a Proxy’s Payment Account (defined below). As described above, the Payment Service will debit the amount owed to each Proxy from the Client’s Payment Account, and credit each Proxy’s Payment Account that amount.

Disbursement of Funds to Proxies: When Proxies register with the App they are automatically registered with ProxyPics. A payment account (“Payment Account”) will automatically be established in conjunction with their registration on the Platform. Proxies may disburse funds from their Payment Account the account you provided upon registration. Funds will only be disbursed in compliance with applicable laws and regulations, including without limitation the United States Patriot Act and the regulations of the Office of Foreign Assets Control. ProxyPics is under no obligation to disburse funds from a Proxy’s Payment Account more than two years after the original transaction date, if no request for such disbursement exists. After two (2) years a twenty (20) percent service fee per month will be assessed on the account. We reserve the right to cancel your Payment Account for any reason.

Authorizations for Your Account. If you are a Proxy, you hereby authorize ProxyPics and its Affiliates, and any third party service Proxies or agents acting on their behalf, to debit or credit your Account as applicable, (i) to transfer, disburse or process other payment transactions associated with the Services; and (ii) to settle payment for any fees that may be charged under this Agreement. In the event there is an error in the processing of any transaction described above, you authorize us to initiate debit or credit entries to your Account or your Payment Account, as applicable, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations, and to make any inquiries we consider necessary to validate the error, which may include ordering a credit report, performing credit checks, or verifying the information you provide against third party databases. If we are unable to debit any Account you select for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other ACH-Enabled Bank Account you have (or, in the case of any fees that are owed under this Agreement, to deduct such amounts from the funds in your Payment Account). Your authorizations will remain in full force and effect until we receive written notification from you of any termination. Any termination will become effective as soon as we have had a reasonable amount of time to act on it, but in any event not later than thirty (30) days after written notice of termination is received by us in accordance with Section 12(e).

Restrictions and Limitations. We reserve the right to terminate or suspend any Payment Account, or to delay the availability of any Prepaid Jobs, transfer or disbursement of any amounts, in each case for any reason in our sole discretion, including, without limitation, if we believe that a Client or Proxy is in violation of this Agreement. As a security measure, we reserve the right to restrict the transfer to Proxies of any amounts held in a Client’s Prepaid Job account for up to three (3) Business Days (as defined below) following any purchase. Other than a credit to a Proxy’s Payment Account for Services rendered by such Proxy, amounts held in Payment Accounts cannot be transferred to other Clients or Proxies. If ProxyPics terminates this Agreement because you have violated this Agreement or any of the Policies then (i) any Services that have been completed by Proxies will be deemed completed and the applicable payments will be remitted to the Proxies and deducted from your Prepaid JOBS balance and (ii) your remaining Prepaid Jobs balance (if any) will become the property of ProxyPics.

Statements and Account Balances. All purchase of any Prepaid Jobs, making payments to a Proxy or other payment transaction occurring with respect to a Payment Account will be reflected on the Platform. In addition, you may access your transaction information (your “Activity History”) on the Platform at any time. You may access this feature only with a device and browser that is compatible with the Service, including any security features that are part of the Service. Interest will not be paid on Prepaid Jobs or any amounts held in Payment Accounts.

Transaction Errors. If you believe that any payment transaction initiated by us (or our agent) is erroneous, or if you need more information about any such transaction, you should contact us as soon as possible.

5. COMPLIANCE WITH LAWS

Taxes. You agree that it is your responsibility to determine any and all taxes and duties, including without limitation, sales, use, transfer, value added, withholding and other taxes and/or duties assessed, incurred or required to be collected, paid or withheld for any reason in connection with any request for, or performance of Services, or your use of the Platform, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives (“Taxes”) and to collect, withhold, report, and remit correct taxes to the appropriate tax authority, and to otherwise be responsible for the collection and payment of any and all Taxes. You agree to provide ProxyPics and its Affiliates with certain tax information upon request. YOU ALSO AGREE THAT PROXYPICS AND ITS AFFILIATES ARE NOT RESPONSIBLE TO COLLECT, REPORT, OR REMIT ANY TAXES ARISING FROM ANY TRANSACTION.

Registrations. You agree that it is your responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which you have requested or are performing Services (“Permits”). YOU ALSO AGREE THAT PROXYPICS AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.

Registrations. You agree that it is your responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which you have requested or are performing Services (“Permits”). YOU ALSO AGREE THAT PROXYPICS AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.

Registrations. You agree that it is your responsibility to determine whether and to what extent any permits, registrations, authorization or filings (including without limitation with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which you have requested or are performing Services (“Permits”). YOU ALSO AGREE THAT PROXYPICS AND ITS AFFILIATES ARE NOT OBLIGATED TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION.

6. DISCLOSURE OF INFORMATION; CONFIDENTIALITY; PRIVACY

Our Use of Data and Communications. Our Privacy Policy and this Agreement describe our collection, use, and disclosure of information associated with the Site and App, including how we handle personal information. In addition to the disclosures described in our Privacy Policy, we may disclose to ProxyPics Affiliates your name, address, and data on Jobs you have completed for tax purposes. “Proxy Tax Information” means tax identification information of Proxies, such as a Social Security Number or Employer Identification Number, may be required if requested by ProxyPics or its Affiliates. Proxy Tax Information is used to fill out an IRS Form 1099 to send to applicable Proxies. You hereby consent to disclosure of Proxy Tax Information, Client Tax Information, and other data as described in this Section 6 and our Privacy Policy.

Your Use of Data and Communications. You may use information or other data acquired from your use of the Site and/ or App solely to the extent necessary for you to use the Site and/or App and for no other purpose, including but not limited to, for purposes of solicitation, advertising, marketing, unsolicited e-mail or spamming, harassment, invasion of privacy, or otherwise objectionable conduct.

Press Releases and Public Disclosures. You may generally publicize your use of the Platform, however you may not issue any press release or make any public announcement with respect to ProxyPics the App or the Site, without ProxyPics’s express prior written consent.

7. NO WARRANTIES

THE SITE AND THE APP, THE PAYMENT SERVICE AND THE PLATOFRM SERVICES ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ProxyPics MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT;

THAT THE SITE AND APP, THE PAYMENT SERVICE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OPERATE WITHOUT ERROR, OR WILL CONTAIN ANY PARTICULAR FEATURES OR FUNCTIONALITY;

THAT THE INFORMATION, CONTENT, OR MATERIALS INCLUDED ON THE SITE AND APP WILL BE AS REPRESENTED BY CLIENTS OR PROXIES, THAT THE SERVICES ARE LAWFUL, OR THAT CLIENTS OR PROXIES WILL PERFORM AS PROMISED; OR

ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

8. GENERAL RELEASE

BECAUSE PROXYPICS IS NOT INVOLVED IN TRANSACTIONS BETWEEN CLIENTS AND PROXIES OR OTHER PARTICIPANT DEALINGS, YOU HEREBY RELEASE PROXYPICS AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY DISPUTE BETWEEN ONE OR MORE CLIENTS, PROXIES, OR OTHER USERS OF THE PLATFORM. FURTHERMORE, AS A PROXY, YOU ACKNOWLEDGE AND AGREE THAT, BY UNDERTAKING TO PERFORM SERVICES HEREUNDER, YOU ASSUME ALL RISK OF AND TAKE FULL RESPONSIBILITY FOR YOUR ACTS AND OMISSIONS IN PERFORMING THE SERVICES, AND YOU HEREBY RELEASE PROXYPICS AND ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) FROM ANY AND ALL THIRD-PARTY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL, CONSEQUENTIAL AND OTHERWISE) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR PERFORMANCE OF THE SERVICES.

9. INDEMNITY; LIMITATION OF LIABILITY

Indemnity and Defense. You will indemnify and hold harmless ProxyPics and its Affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity (“Claim”) that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your Services and any Materials, including any actual or alleged infringement of any intellectual property or proprietary rights by any of your Services or Materials; and/or (iii) your failure to comply with any applicable laws and regulations in connection with your use of the Platform.

Limitation of Liability: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROXYPICS AND ITS AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE APP, THE PAYMENT SERVICE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR ANY SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PROXYPICS OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE AMOUNT OF FEES EARNED BY PROXYPICS IN CONNECTION WITH YOUR REQUEST FOR, OR YOUR PERFORMANCE OF, SERVICES DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

10. APPLICABLE LAW; ARBITRATION

The Site and App is arranged, sponsored, and managed by ProxyPics in the state of Illinois, USA. The laws of the state of Illinois govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws. You agree that any action at law or in equity arising out of or relating to these terms and conditions shall be submitted to confidential arbitration in Illinois, except that, to the extent you have in any manner violated or threatened to violate ProxyPics’s intellectual property rights, ProxyPics may seek injunctive or other appropriate relief in any state or federal court in the state of Illinois, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

11. TERMINATION

You may at any time elect to stop using the Site and App, provided that in discontinuing any Site or App activities, you must use ProxyPics’s standard functionality and further must abide by all applicable ProxyPics Policies and other published procedures and guidelines. ProxyPics, in its sole discretion, may terminate this Agreement, suspend access to the Platform, or remove any Service listings immediately without notice for any reason.

12. GENERAL PROVISIONS

Entire Agreement. This Agreement and the general terms and conditions of the Site and App, including the Policies, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede and cancel all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time, without notice. Subject to the foregoing, this Agreement will be binding on each party’s successors and permitted assigns.

Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

No Waiver. We will not be considered to have waived any of our rights or remedies, or portion thereof, unless the waiver is in writing and signed by us. ProxyPics’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of ProxyPics’s right to subsequently enforce such provision or any other provisions of this Agreement.

Notices. All notices relating to this Agreement (including the Payment Service) will be sent by e-mail or will be posted on the Platform. We will send notices to you at the e-mail address maintained in our records for you. You must send notices to us at our current e-mail address published on the Site. E-mail notices are deemed written notices for all purposes for which written notices may be required. E-mail notices are deemed received the business day after transmission if properly addressed to the intended recipient.

Last Update: February 16, 2023