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BICELLBLUE LICENSE AGREEMENT

Dear BiCell Customer:

The following Terms of Service (“Agreement”) is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Customer”) and BiCell Scientific, Inc., a Missouri USA corporation (“BiCell”, “we” or “us”), and sets forth the rights and obligations with respect to any Content (defined below) licensed by you and available at https://bicellblue.com/ (the “Site”).

Please revisit this Agreement when you purchase any Content licenses. BiCell reserves the right to modify the Agreement at any time in its sole discretion. Prior to such changes becoming effective, BiCell will use reasonable efforts to notify you of any such change. Such notice may be made by email to the email address on le in your BiCell account, an announcement on this page, your login page, and/or by other means. Modi cations to this Agreement will only apply to prospective purchases (including any automated renewals). By licensing Content following any such modifications, you agree to be bound to the Agreement as modified.

THIS IS A SINGLE SEAT LICENSE AUTHORIZING ONE NATURAL PERSON TO LICENSE, DOWNLOAD AND USE CONTENT. UNLESS YOU UPGRADE TO A “GROUP LICESNSE” ACCOUNT, NO OTHER PERSONS (INCLUDING EMPLOYEES, CO-WORKERS OR INDEPENDENT CONTRACTORS) MAY ACCESS YOUR ACCOUNT OR USE CONTENT LICENSED THROUGH YOUR ACCOUNT.

IF YOU PURCHASE A “GROUP LICENSE” THE RIGHT TO LICENSE, DOWNLOAD AND USE CONTENT IS LIMITED TO THE NUMBER OF USERS PERMITTED BY THAT GROUP LICENSE.

IF YOU ARE PURCHASING A SUBSCRIPTION TO A BICELL SERVICE, SUCH SERVICE IS SUBJECT TO THE TERMS OF USE AVAILABLE “HERE”

If you require access and usage rights for more than one natural person, please contact Customer Service (Phone: Inside US 1-314-818-9655. For clarity, if a user is acting in an employment capacity, the employer will be deemed the licensee for the purposes of the license.

“Content” means all content available for license from the Site, including Images.

“Image(s)” means still photographs, vectors, drawings, graphics, and the like.

1. Content Licenses. BiCell hereby grants you a non-exclusive, non-transferable right to use, modify (except as expressly prohibited herein) and reproduce Image(s) worldwide, in perpetuity, as expressly permitted by this Agreement and subject to the limitations set forth herein:
   1. A “Standard Image License” grants you the right to use Images:
      1. As a digital reproduction, including on websites, in online advertising, in social media, software, e-publications (e-books, e-magazines, blogs, etc.), and in online media;
      2. Printed in physical form as part of product packaging and labeling, point of sale advertising, or in the advertising and copy of tangible media, including magazines, newspapers, and books; provided no Image is reproduced more than five times in the aggregate;
      3. Incorporated into film, video, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, provided the budget for any such production does not exceed USD $10,000; and
      4. For your own personal, non-commercial use (not for resale, download, distribution, or any commercial use of any kind).

If the Standard Image licenses do not grant the rights you require please contact us at 1-314-818-9655, Email: customercare@bicellscientific.com.

2. Restrictions.  You may not:
   1. Use Image(s) other than as expressly provided by the license you purchased with respect to such Image(s).
   2. Use any Image(s) in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libelous, obscene, or illegal.
   3. Modify Image(s) in a manner that changes the context of what is depicted.
   4. Resell, redistribute, provide access to, share or transfer any Image(s) except as specifically provided herein. For example, and not by way of limitation, the foregoing prohibits displaying Content as, or as part of, a “gallery” of content through which third parties may search and select from such content.
   5. Use Image(s) in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition.
   6. Use any Image(s) (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof.
   7. Falsely represent, expressly or by way of reasonable implication, that any Image(s) was created by you or a person other than the copyright holder(s) of that Image(s).
3. Credit and Copyright Notices.
   1. Attribution. The use of Images in connection with news reporting, commentary, publishing, or any other “editorial” context, shall be accompanied by an adjacent credit to BiCell in substantially the following form:

“BiCellBlue.com”

If and where commercially reasonable, the use of Images in an audio-visual production shall be accompanied by a credit to BiCell in substantially the following form:

“Image(s) used under license from BiCellBlue.com”

3. 2. For clarity, attribution is always required.
   3. In all cases the credit and attribution shall be of such size, color and prominence so as to be clearly and easily readable by the unaided eye.
4. Warranties and Representations.
   1. Warranties. BiCell warrants and represents that:
      1. BiCell has all necessary rights in and to the Content to grant the rights set forth in this Agreement.
      2. Images in the original unaltered form and used in full compliance with this Agreement and applicable law, will not: (i) infringe any copyright, trademark or other intellectual property right; (ii) violate any third parties’ rights of privacy or publicity; (iii) violate any US law, statute, ordinance, or regulation; or (iv) be defamatory, libelous, pornographic or obscene.
   2. Warranty Disclaimer.  BICELL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS “WARRANTIES AND REPRESENTATIONS” SECTION.  Except as expressly set forth in above in this Section 4, all Content is provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Content may contain elements that require additional clearance if the Content is modified or used in a particular context. If you make such modification or use Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
5. Indemnification and Liability.
   1. Indemnification by BiCell.  Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with BiCell, BiCell will defend, indemnify, and hold you harmless up to the applicable “Limit of Liability” set forth below. Such indemnification is solely limited to Customer’s direct damages arising from a third-party claim directly attributable to BiCell’s breach of the express warranties and representations made herein, together with associated expenses (including reasonable attorneys’ fees). Indemnification is conditioned upon you notifying BiCell, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., the use of Content at issue, the name and contact information of the person and/or entity making the claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to BiCell at legal-notice@bicellscientific.com, with a hard copy to BiCell, [11466 Schenk Drive, St Louis, MO 63043], via certified mail, return receipt requested; or ii) overnight courier, recipient’s signature required. BiCell shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with BiCell in the defense of any such claim and shall have the right to participate in any litigation at your own expense. You agree that BiCell is not liable for any legal fees and/or other costs incurred by you or on your behalf prior to BiCell having a reasonable opportunity to analyze such claim’s validity.
   2. Limits to Indemnification by BiCell.  BiCell shall not be liable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context in which you use the Content. Limits of Liability: BiCell’s total maximum aggregate obligation and liability (the “Limit of Liability”) arising out of each of Customer’s licenses shall be USD [$10,000].

If you have questions about the foregoing, please contact us at 1-314-818-9655, Email: customercare@bicellscientific.com.

5. 3. Indemnification by You.  You will indemnify and hold BiCell, its officers, employees, shareholders, directors, managers, and suppliers, harmless against any damages or liability of any kind arising from any use of the Image(s) other than the uses expressly permitted by this Agreement. You further agree to indemnify BiCell for all costs and expenses that BiCell incurs in the event that you breach any of the terms of this or any other agreement with BiCell.
6. Additional Terms.
   1. No Refunds. Except when required by law, BiCell shall be under no obligation to issue refunds under any circumstances. All fees are non- refundable, even if your subscription is terminated before its expiration. You authorize BiCell to charge you all subscription fees for the duration of the term agreed to at the time of purchase. In the event that BiCell determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase. If you reside in the European Union and you cancel your account within fourteen (14) days of making payment to BiCell, provided that you have not yet downloaded or licensed any Image(s), BiCell, will refund the payment made by you in connection with such cancelled account. To cancel your account, please contact us at 1-314-818-9655, Email: customercare@bicellscientific.com.
   2. Subscription Renewal.  Following the expiration of your subscription plan, such plan will automatically renew on the same terms as your original plan purchase. You can disable automatic renewal at any time prior to renewal using your account settings. You expressly grant BiCell the right to charge you for each automatic renewal until you timely disable automatic renewal.
   3. Taxes.  The fees charged by BiCell are exclusive of taxes, and all such taxes, direct or indirect, shall be in addition to any fees related to the products you are buying. If BiCell is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where BiCell or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.
   4. Non-Transferable License.  “Non-transferable” as used herein means that except as specifically provided in this Agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Content or the right to use Content. You may however, make a one-time transfer of Content to a third party for the sole purpose of causing such third party to print and/or manufacture your goods incorporating Content subject to the terms and conditions herein. If you become aware that any social media website uses any Content in a manner that exceeds your license hereunder, you agree to remove all derivative works incorporating Content from such Social Media Site, and to promptly notify BiCell of each such social media website’s use. You agree to take all commercially reasonable steps to prevent third parties from duplicating any Content. If you become aware of any unauthorized duplication of any Content please contact us at 1-314-818-9655, Email: customercare@bicellscientific.com.
   5. Infringement.  Upon notice from BiCell or if you learn that any Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which BiCell may be liable, or if BiCell removes any Content due to perceived business risk as determined in BiCell’s reasonable discretion and gives you notice of such removal, you will remove the Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Content at your own expense. BiCell shall provide you with comparable Content (which comparability will be determined by BiCell in its reasonable commercial judgment) free of charge, but subject to the terms and conditions of this Agreement.
   6. Work for Others. If you use any Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to BiCell, upon BiCell’s reasonable request.
   7. Arbitration.
      1. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding individual (not class) arbitration administered under the Commercial Arbitration Rules of the American Arbitration Association or of the International Centre for Dispute Resolution in effect on the date of the commencement of arbitration, rather than in court, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets. The place of arbitration shall be the St. Louis County, Missouri (USA). The language of the arbitration shall be English. There shall be one arbitrator to be mutually agreed by the parties. Each party shall bear its own costs in the arbitration. Both parties agree that the following claims are exceptions to the Arbitration Agreement and will be brought in a judicial proceeding in a court of competent jurisdiction: (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (e.g., imminent danger or commission of a crime, hacking, cyber-attack) (iii) any claim arising solely from Customer’s alleged failure to pay fees due to BiCell. This arbitration provision will survive termination of this Agreement.
      2. YOU AND BICELL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and BiCell agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. You and BiCell acknowledge and agree that we are each waiving the right to a trial by jury as to all arbitrable disputes under this Agreement.
      3. If a court decides that applicable law precludes enforcement of any of the limitations in this Section 6.7 as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
   8. Assignment.  Neither party may assign this agreement, without the prior written approval of the other party, except that BiCell may assign this agreement to a subsidiary, an affiliated company within the BiCell group, the entity that results from a merger or other corporate reorganization involving BiCell, or an entity that acquires all or substantially all of BiCell’s assets or capital stock.
   9. Governing Law.  This Agreement shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning of the language hereof. This Agreement is governed by and shall be construed in accordance with the laws of the State of Missouri (USA), without respect to its conflict of laws principles.
   10. Acting on Behalf of Employer.  If you are entering into this Agreement on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to BiCell for any breaches of the terms of this Agreement. You hereby grant BiCell a worldwide, non-exclusive, limited license to use your trademarks in BiCell’s promotional materials, including a public customer list. BiCell’s use of your trademarks shall at all times conform to your then-current trademark use policies as made available to BiCell and shall at all times inure to your benefit. BiCell further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by BiCell of your email request to legal-notice@bicellscientific.com.
   11. Severability.  If any individual term of this Agreement is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this Agreement, so that this Agreement shall otherwise remain in full force and effect.
   12. Feedback.  You expressly agree that any feedback provided to you by BiCell or its representatives regarding any questions you may have about this Agreement or your use of Content licensed hereunder, is solely for the purpose of interpreting this Agreement and is not legal advice. BiCell cannot render legal advice to you and expressly disclaims any liability of any kind related to any feedback provided by BiCell or its representatives.
   13. No Third Party Beneficiaries.  It is expressly understood and agreed that this Agreement is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Agreement as to third parties.
   14. Breach.  In the event that you breach any of the terms of this or any other agreement with BiCell, BiCell shall have the right to terminate your account without further notice, in addition to BiCell’s other rights at law and/or equity. BiCell shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
   15. No Other Rights.  Except as expressly set forth in the applicable license and warranties sections herein, BiCell grants no rights and makes no further warranties. BiCell only has model or property releases where expressly indicated on the BiCell website.
   16. Limitation of Liability.  Except as specifically provided in Section 5 above, in no event, will BiCell’s total aggregate liability to you or any third party claiming through you, arising out of or in connection with your use of or inability to use the BiCell websites and/or Content contained thereon (whether in contract, tort or otherwise) exceed the monetary amount actually received by BiCell from you for the applicable Content license.  Neither BiCell nor any of its officers, employees, managers, members, shareholders, directors or suppliers shall be liable to you or to any other person or entity for any general, punitive, special, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of your use of the Content, BiCell’s breach of this agreement, or otherwise, unless expressly provided for herein, even if BiCell has been advised of the possibility of such damages, costs or losses.
   17. BiCell does not warrant that the Content, BiCell websites, or other materials will meet your requirements or that use will be uninterrupted or error free. The entire risk as to the quality, performance and use of the Content is solely with you.