Terms of Service
1. Agreement to Terms.
By using our Services, you agree to be bound by these Terms. If you don't agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, "you" and "your" will refer to that company or other legal entity.
3. Changes to Terms or Services.
We may modify the Terms at any time, in our sole discretion. If we do so, we'll let you know either by posting the modified Terms on the Site or through other communications. It's important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don't agree to be bound by the modified Terms, then you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
4. ARBITRATION NOTICE.
YOU ACKNOWLEDGE AND AGREE THAT ALL DISPUTES BETWEEN YOU AND PICNIC WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
(a) Services. Subject to these Terms of Service, Picnic will use commercially reasonable efforts to make the Services available to you. Limits on website complexity, custom design, frequency and scope of changes, and project timelines will be determined by Picnic at its sole discretion, in accordance with your Paid Services plan. Services outside of the scope of your Paid Services plan, if available, might be subject to additional fees, as determined by Picnic in its sole discretion.
(b) Content. "Content" means information, data, text, photographs, videos, audio clips, artwork, designs, templates, written posts and comments, software, scripts, graphics, domain names, interactive features generated, works of authorship of any kind, and and information or other materials that are posted, generated, provided or otherwise made available on or through the Services. Picnic and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Picnic hereby grants you a limited, non-exclusive, non-sublicensable and non-transferable license to use and display Content solely for purposes of using the Services for your personal use on your own behalf, and only up until you remain an Account holder and keep fulfilling all your Fees obligations in accordance with your selected Paid Services. Use, reproduction, modification, distribution or storage of any Content (other than Customer Content (as defined below)) for any purpose other than using the Services is expressly prohibited without prior written permission from us. As between the parties, all Content, except for Customer Content, is owned by Picnic or its licensors. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom.
(c) Restrictions on Use of the Services. You will not directly or indirectly (i) sell, license, sublicense, distribute, copy, rent or lease the Services or any Content, or include the Services in a service bureau, timeshare outsourcing offering, or otherwise make the Services available to, or use the Services for the benefit of, any third party, or transfer any of the rights that you receive hereunder; (ii) interfere with or disrupt the integrity or performance of the Services, or any thirdparty data contained therein, or attempt to gain unauthorized access to the Services or its related systems or networks; (iii) copy, modify, translate, or create derivative works based on the Services or any underlying software or any part, feature, function or user interface thereof, including by framing or mirroring any part of any Services or any Content; (iv) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product, service or website; (v) decompile, disassemble, decipher or reverse engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (except to the extent such restriction is prohibited by applicable statutory law); (vi) remove any copyright notices, information, and restrictions contained in the Services or any Content; (vii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services) or take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (viii) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website or Services; or (ix) otherwise take any action in violation of our guidelines and policies, including these Terms of Service.
(d) Availability. We are not and will not be responsible or liable for any failure in the Platform or Services resulting from or attributable to (i) Customer Content, or failures to deliver Customer Content to Picnic; (ii) failures in any telecommunications, network or other service or equipment outside of Picnic's facilities; or (iii) any force majeure event or other cause beyond Picnic's reasonable control. We do not guarantee that the Services or any Content will be available, or that any Content that is available is or will continue to be accurate. We reserve the right, but do not have any obligation, to remove, edit, modify or block access to any Content in our sole discretion, at any time, without notice to you and for any reason (including upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service).
6. Customer Content.
(a) Definition. "Customer Content" means (i) any and all electronic data, content and information submitted to the Services or Picnic by you or by a thirdparty on your behalf, or that is collected and processed by you or by a thirdparty on your behalf directly in connection with your use of the Services ("Customer Data") and (ii) any trademarks, trade names, logos, service marks, branding materials, designs or artwork provided to the Services or Picnic by you or by a third party on your behalf ("Customer Marks").
(b) License to Customer Content. By using the Services, including by providing your Customer Content, you hereby grant Picnic a non-exclusive, transferable, sublicenseable, worldwide, royalty-free, fully paidup right and license to use, copy, create derivative works based upon, access, process, reproduce, perform, publicly display, modify, distribute and transmit your Customer Content on the Platform and in connection with providing the Services to you and other Account holders. You acknowledge and agree that (i) the quality of the Services and the Platform depend on the uploading or other provisioning of the Customer Content into the Platform or the Services, as applicable, and (ii) Picnic will not assume any responsibility for, or undertake to verify, the legality, accuracy or completeness of the Customer Content provided by you or on your behalf.
(c) Representations and Warranties. You represent, warrant and covenant that (i) all Customer Content is accurate and compliant with all applicable laws, rules and regulations; (ii) you own all rights, title and interest in and to the Customer Content, or have otherwise secured all necessary rights in the Customer Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms of Service; (iii) you shall only use the Services in accordance with all applicable laws, rules and regulations, these Terms of Service and any relevant documentation provided by Picnic; and (iv) you will not, and will not permit any third party to upload, download, post, submit, provide, transmit, distribute or otherwise make available to or through the Services any content or data that (A) is unlawful, infringing, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, or that otherwise violates any other right of any thirdparty, including any intellectual property, proprietary or privacy rights, or that is otherwise inappropriate, as determined by us in our sole discretion; (B) contains any viruses, code, files, or programs designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or that is or can be otherwise malicious or disruptive; (C) constitutes unauthorized or unsolicited advertising, junk or bulk email ("spamming") or otherwise violates federal CANSPAM regulation (you are responsible for complying with CANSPAM, including without limitation for supplying an "Unsubscribe" link in any emails required to include such link); or (D) contains any personally identifying information that is subject to specialized security regimes including without limitation the Health Insurance Portability and Accountability Act ("HIPAA") and the standards promulgated by the PCI Security Standards Council. You acknowledge and agree that Picnic is not a "Business Associate" under HIPAA, and you will not provide any protected health information to the Services or to Picnic.
7. Who May Use the Services?
(a) Eligibility. You may use the Services only if you are 18 years or older and capable of forming a binding contract with Picnic and are not barred from using the Services under applicable law. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
(b) Registration and Your Information. If you want to use certain features of the Services you'll have to create an account ("Account"). We may request you to provide, and you shall provide, any information that we request to verify your identity.
(c) Accuracy of Account Information. It's important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don't, we might have to suspend or terminate your Account. You agree that you won't disclose your Account password to anyone and you'll notify us immediately of any unauthorized use of your Account. You're responsible for all activities that occur under your Account, whether or not you know about them, and you are solely responsible for ensuring that these Terms of Service and your use of the Services (a) are in compliance with all laws, rules and regulations applicable to you and (b) do not violate any other agreement to which you are a party.
We welcome feedback, comments and suggestions for improvements to the Services ("Feedback"). You can submit Feedback by emailing us at email@example.com, or via any other means of communication with us. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
9. Payments and Billing.
(a) Paid Services. Certain of our Services are or may in the future become subject to payments (the "Paid Services"). Please see our Paid Services at https://trypicnic.com/#Pricing for a description of the currently available Paid Services and use our website or contact us directly to sign up for Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms of Services. All amounts are stated in, and shall be paid in, U.S. dollars. We do not transmit invoices automatically, but they can be provided in PDF format from our support department upon your request to firstname.lastname@example.org
(b) Payment; Late Fees. By signing up to receive any Paid Services, you agree to pay us, in accordance with all applicable payment terms set forth on https://trypicnic.com/#Pricing and any additional Services you sign up for and herein, the Fees for such Paid Services, and you authorize us, through the Payment Processor (defined below), to charge your chosen payment provider ("Payment Method") for the applicable Fees and agree to make payment using that selected Payment Method. Unpaid invoices are subject to a finance charge of 5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.
(c) Taxes. Fees are exclusive of any taxes. You shall be responsible for all taxes, tariffs, levies and duties associated with the Services other than U.S. taxes based on Picnic's net income.
(d) Billing. We use a thirdparty payment processor (the "Payment Processor") to bill you through a payment account linked to your Account on the Services (your "Billing Account") for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms of Service. We are not responsible for errors by the Payment Processor but we reserve the right to correct any errors or mistakes that the Payment Processor makes, even if the Payment Processor has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
(e) AutoRenewal. Fees for Paid Services ordered on a subscription or autorenewing basis will be automatically charged (according to your renewal term) on a recurring basis, and when signing up for a Paid Service, you will be able to select a recurring billing level and in some cases your renewal term ("Subscription"). Unless you cancel or change your Subscription in accordance with these Terms of Service, any Subscription you have signed up for will be automatically extended for successive renewal periods of the same duration as you originally selected, at the then current non-promotional rate. By signing up for a Subscription, you agree that we may submit the charges associated with such Subscription for payment on the applicable schedule and you will be responsible for such charges. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Subscription. BY SIGNING UP FOR A SUBSCRIPTION YOU ACKNOWLEDGE AND AGREE THAT WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE OR ALTER YOUR SUBSCRIPTION OR CHANGE YOUR PAYMENT METHOD, CONTACT US at email@example.com. This does not waive our right to seek payment directly from you.
(f) Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR ACCOUNT CREDENTIALS OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE BY CONTACTING US firstname.lastname@example.org. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
(g) Cancelling or Changing Paid Services. To change or resign your Paid Services at any time, contact us at email@example.com. Any request for cancellation must be sent at least ten (10) business days prior to the end of the Subscription term to allow for adequate processing time. Your non-termination or continued use of the relevant Paid Service reaffirms that we are authorized to charge your Payment Method the Fees for such Paid Service, including any associated fees (e.g. overage fees or late fees, to the extent applicable). If you terminate a Subscription, you may use the applicable Paid Service until the end of your then current Subscription term; however, your Subscription, and therefore access to the Paid Services, will not be renewed after your then current Subscription term expires. You will not be eligible for a prorated refund of any portion of any Fees paid for the then current Subscription period.
(h) Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
(i) No Refunds. Payment obligations are non-cancelable. Except as expressly set forth in these Terms of Service, Picnic will not, under any circumstances, issue refunds or prorate any Fees for early cancellation or termination of the Services, or for any other reason.
(j) Chargeback Policy; Disputes. If you have a question about charges made to your Account, please contact us immediately. If the charges were made in error, we will credit your Billing Account or Payment Method for the appropriate amount. Picnic will determine, in its sole discretion, and using commercially reasonable efforts, a resolution binding upon all parties, in case of any such payment disputes. Please note that Picnic has a zero tolerance policy for chargebacks and you hereby agree not to issue or file for any chargebacks or payment reversals for any Fees. Any customer who disputes a credit card payment that is found to be valid will be permanently banned from use of any and all Picnic Services. In the event of a breach of this Section, you will pay Picnic $1,000 per chargeback (the "Chargeback Fee") in addition to the actual amount of the chargeback and all other amounts owed to Picnic. You acknowledges that Picnic will suffer a material adverse impact on its business if this Section is breached, and that the resulting damages may not be susceptible of precise determination. You acknowledges that the Chargeback Fee contemplated by this Section hereof is a reasonable approximation of such damage and will be deemed to be liquidated damages and not a penalty.
(a) Termination by Either Party.We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at firstname.lastname@example.org, subject to any terms applicable to Paid Services for which you have signed up. You must cease to use all Services and Content immediately upon termination or any cancellation. Upon any termination, discontinuation or cancellation of Services or your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, the following provisions that will survive any such termination: Section 4, Section 5, Section 6, Section 8, Section 11, Section 13, and Sections 14 through and including 19.
(b) Customer Content after Termination. Termination or cancellation of your Account by either party may result in the forfeiture and destruction of all information, content and data, including Customer Content, associated with your Account. A terminated Account will not be backed up for any reason and will be immediately deleted from our servers. We reserve the right, including after termination, to access, read, preserve, and disclose any information or content as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms of Service, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests or (v) protect the rights, property or safety of us, our users and the public.
(c) Fees Due Upon Termination. In the event of termination of any Subscription, you shall pay Picnic all Fees due for the entire Subscription period. Upon your request, which must be made within thirty (30) calendar days after the effective date of termination or expiration of your Account in accordance with these Terms of Service, Picnic will use commercially reasonable efforts to make your Customer Content and some additional content available to you for export, download, or transfer for an additional fee.
11. General Prohibitions and Picnic's Enforcement Rights.You agree not to do any of the following:
(a) Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
(b) Use Picnic solely as a remote storage server, hosting service, custom design or web development resource, or in any way exploit or take advantage of the Paid Services plans, including the intent to terminate such plans upon the earliest opportunity;
(c) Interfere with or disrupt the Services or any part thereof, or create an undue burden on the Site or the networks or Services connected to the Site, including but not limited to, bandwidth usage, hosting resources, and storage capacity;
(d) Use, display, mirror or frame the Services or any individual element within the Services, Picnic's name, any Picnic trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Picnic's express written consent;
(e) Access, tamper with, or use non-public areas of the Services, Picnic's computer systems, or the technical delivery systems of Picnic's providers;
(f) Attempt to probe, scan or test the vulnerability of any Picnic system or network or breach any security or authentication measures;
(g) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Picnic or any of Picnic's providers or any other third party (including another user) to protect the Services or Content;
(h) Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Picnic or other generally available third-party web browsers;
(i) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
(j) Use any meta tags or other hidden text or metadata utilizing a Picnic trademark, logo URL or product name without Picnic's express written consent;
(k) Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;
(l) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source- identifying information;
(m) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
The final decision of whether an account is in violation of any of these policies is at the sole discretion of Picnic. You agree that violations by you or any person or entity acting under your account of the terms of this Agreement will, in addition to any other remedies including criminal prosecution, result in termination of your access to your website and the removal (taking down) of your website. In addition, violation of these terms or any of Picnic's policies may result in tracking information being stored to identify the offending person, and permanent restriction from holding an Account on the Site.
12. DMCA/Copyright Policy. Picnic respects copyright law and expects its users to do the same. It is Picnic's policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Picnic's Copyright and IP Policy at trypicnic.com/legal for further information.
13. Links to Third Party Websites or Resources. The Services may contain links to or integrate with third-party websites, plugins, or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any such resource.
14. Warranty Disclaimers. THE SERVICES AND CONTENT ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
You will indemnify and hold harmless Picnic and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your Customer Content, or (iii) your violation of these Terms.
16. Limitation of Liability.
(a) NEITHER PICNIC NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY. LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PICNIC OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
(b) IN NO EVENT WILL PICNIC'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO PICNIC FOR USE OF THE SERVICES OR CONTENT OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO PICNIC, AS APPLICABLE.
(c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PICNIC AND YOU.
17. Governing Law.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
18. Dispute Resolution; Agreement to Arbitrate.
(a) Agreement to Arbitrate. You and Picnic agree that any dispute, claim or controversy with regard to your relationship with Picnic (whether or not such dispute involves a third party), including without limitation arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or rights of privacy and/or publicity, or the use of the Services or Content (collectively, "Disputes") will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court. You acknowledge and agree that you and Picnic are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. You may bring claims only on your own behalf. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person's account, if we are a party to the proceeding. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Services or these Terms of Services must be filed within one (1) year after such claim of action arose or be forever banned.
(b) Severability. If this paragraph "Agreement to Arbitrate" is held unenforceable, then all of the provisions that constitute the "Dispute Resolution; Agreement to Arbitrate" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution; Agreement to Arbitrate" section will survive any termination of these Terms.
(c) Arbitration Rules. The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the Commercial Arbitration Rules (the "AAA Rules") then in effect, except as modified by this "Dispute Resolution" section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
(d) Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
(e) Arbitration Location and Procedure. The arbitration will be conducted in a county of Picnic's choice. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Picnic submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. The amounts set forth in this paragraph shall not impact the interpretation or enforceability of the limits on liability set forth elsewhere in these Terms.
(f) Arbitrator's Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section above as to the types and amounts of damages for which a party may be held liable. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Service.
(g) Fees. Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), you may be liable for additional fees.
(h) Changes. Notwithstanding the provisions of the "Modification" section above, if Picnic changes this "Dispute Resolution; Agreement to Arbitrate" section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date above or in the date of Picnic's email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Picnic in accordance with the provisions of this "Dispute Resolution" section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
19. General Terms.
(a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Picnic and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Picnic and you regarding the Services and Content. Except as expressly set forth in the paragraph "Dispute Resolution; Agreement to Arbitrate" above, if any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Picnic's prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Picnic may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
(b) Notices. Any notices or other communications provided by Picnic under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
(c) Waiver of Rights. Picnic's failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Picnic. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
(d) Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and you have no authority of any kind to bind Picnic in any respect.
(e) Publicity. You hereby consent to our use of your name and logo as part of Picnic's marketing and promotional efforts.
20. Contact Information.If you have any questions about these Terms or the Services, please contact Picnic at firstname.lastname@example.org
Last Updated: 03/05/2019
Collection and Use of Information
Information Collected or Received from You
Our primary goals in collecting information are to provide and improve our Services, to administer your use of the Services (including your Account, if you are an Account holder), and to enable you to enjoy and easily navigate our Services.
Account Information.If you create an Account, we'll collect certain information that can be used to identify you, such as your name, email address, phone number, organization's name, username, password, and postal address ("PII"). You acknowledge that this information may be personal to you, and by creating an account on the Services and providing Personal Information to us, you allow others, including us, to identify you and therefore may not be anonymous. We may use your contact information to send you information about our Services.
Information Collected Using Cookies and other Web Technologies.Like many website owners and operators, we use automated data collection tools such as Cookies and Web Beacons to collect certain information.
"Web Beacons"(also known as web bugs, pixel tags or clear GIFs) are tiny graphics with a unique identifier that may be included on our Services for several purposes, including to deliver or communicate with Cookies, to track and measure the performance of our Services, to monitor how many visitors view our Services, and to monitor the effectiveness of our advertising. Unlike Cookies, which are stored on the device, Web Beacons are typically embedded invisibly on web pages (or in an e-mail).
Information Related to Use of the Services.Our servers automatically record certain information about how a person uses our Services (we refer to this information as "Log Data"), including both Account holders and non-Account holders (either, a "User"). Log Data may include information such as a User's Internet Protocol (IP) address, browser type, operating system, the web page that a User was visiting before accessing our Services, the pages or features of our Services to which a User browsed and the time spent on those pages or features, search terms, the links on our Services that a User clicked on and other statistics. We use Log Data to administer the Services and we analyze (and may engage third parties to analyze) Log Data to improve, customize and enhance our Services by expanding their features and functionality and tailoring them to our Users' needs and preferences. We may use a person's IP address to generate aggregate, non- identifying information about how our Services are used.
Information Sent by Your Mobile Device. We collect certain information that your mobile device sends when you use our Services, like a device identifier, user settings and the operating system of your device, as well as information about your use of our Services.
Location Information.When you use our App, we may collect and store information about your location by converting your IP address into a rough geo-location or by accessing your mobile device's GPS coordinates or coarse location if you enable location services on your device. We may use location information to improve and personalize our Services for you. If you do not want us to collect location information, you may disable that feature on your mobile device.
Information that We Share with Third Parties
We will not share any PII that we have collected from or regarding you except as described below:
discount, rebate, and other programs in which you elect to participate, protecting against or identifying possible fraudulent transactions, and otherwise as needed to manage our business.
We may also share your PII with our marketing service providers to help us better market our products and services to you. These marketing service providers may use your PII only for the purpose of helping us to provide relevant products and services information to you. If you don't want us to use your PII for these marketing purposes, you can opt out by contacting us at email@example.com
Information Shared with Third Parties.We may share anonymized or aggregated data we collect from the use of the Services, such as de-identified demographic information, de-identified location information, information about the computer or device from which you access the Services, market trends and other analysis that we create based on the information we receive from you and other users.
Information Shared with Web Analytics Services Providers.Among other services, we may use Google Analytics, a service provided by Google, Inc. ("Google"), to gather information about how users engage with our Site and Services. For more information about Google Analytics, please visit www.google.com/policies/privacy/partners/. You can opt out of Google's collection and processing of data generated by your use of the Services by going to http://tools.google.com/dlpage/gaoptout.
Opt-out of Ad Tracking.You can opt out of the collection and use of your information for ad targeting by going to http://www.aboutads.info/choices orhttp://www.youronlinechoices.eu/ to limit collection through the Site or by configuring the settings on your mobile device to limit ad tracking through the App.
Information Disclosed in Connection with Business Transactions.Information that we collect from our users, including PII, is considered to be a business asset. Thus, if we are acquired by a third party as a result of a transaction such as a merger, acquisition or asset sale or if our assets are acquired by a third party in the event we go out of business or enter bankruptcy, some or all of our assets, including your PII, may be disclosed or transferred to a third party acquirer in connection with the transaction.
Information Disclosed for Our Protection and the Protection of Others.We cooperate with government and law enforcement officials or private parties to enforce and comply with the law. We may disclose any information about you to government or law enforcement officials or private parties as we, in our sole discretion, believe necessary or appropriate: (i) to respond to claims, legal process (including subpoenas); (ii) to protect our property, rights and safety and the property, rights and safety of a third party or the public in general; and (iii) to stop any activity that we consider illegal, unethical or legally actionable activity.
We offer you choices regarding the collection, use and sharing of your PII and we'll respect the choices you make. Please note that if you decide not to provide us with the PII that we request, you may not be able to access all of the features of the Services.
Modifying Your Information.You can access and modify the PII associated with your Account by contacting us at firstname.lastname@example.org. If you want us to delete your PII and your Account, please contact us at email@example.com with your request. We'll take steps to delete your information as soon we can, but some information may remain in archived/backup copies for our records or as otherwise required by law.
Responding to Do Not Track Signals
Our Site does not have the capability to respond to "Do Not Track" signals received from various web browsers.
The Security of Your Information
We take reasonable administrative, physical and electronic measures designed to protect the information that we collect from or about you (including your PII) from unauthorized access, use or disclosure. When you enter sensitive information on our forms, we encrypt this data using SSL or other technologies. Please be aware, however, that no method of transmitting information over the Internet or storing information is completely secure. Accordingly, we cannot guarantee the absolute security of any information.
Links to Other Sites
Your PII may be transferred to, and maintained on, computers located outside of your state, province, country or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. If you're located outside the United States and choose to provide your PII to us, we may transfer your PII to the United States and process it there.
Our Policy Toward Children
Our Services are not directed to children under 13 and we do not knowingly collect PII from children under 13. If we learn that we have collected PII of a child under 13 we will take steps to delete such information from our files as soon as possible.
Your California Privacy Rights
California residents may request and obtain from us, once a year, free of charge, a list of third parties, if any, to which we disclosed their PII for direct marketing purposes during the preceding calendar year and the categories of PII shared with those third parties. If you are a California resident and wish to obtain that information, please submit your request by sending us an email at firstname.lastname@example.org with "California Privacy Rights" in the subject line.
Copyright Infringement Policy
Picnic respects copyright law and expects its users to do the same. In accordance with the Digital Millennium Copyright Act ("DMCA"), the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Picnic will respond expeditiously to notices of alleged copyright infringement that are reported to Picnic's Designated Copyright Agent, identified in the sample Notice below.
If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through this website (the "Site") by completing the following notice ("Notice") and delivering it to the Designated Copyright Agent.
DMCA Notice of Alleged Infringement ("Notice")
1. Identify the copyrighted work that you claim has been infringed, or-if multiple copyrighted works are covered by this Notice-you may provide a representative list of the copyrighted works that you claim have been infringed.
2. Identify the material or activity you claim is infringing and provide a description of where the infringing work is located, including, at a minimum, the URL or other location where that material may be found.
3. Provide your mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:
"I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)."
"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."
5. Provide your full legal name and your electronic or physical signature.
Deliver this Notice, with all items completed, to Picnic's Designated Copyright Agent:
Picnic does not permit copyright infringing activities on the Site and will, if properly notified that files infringe a copyright, remove or disable access to such files. Picnic reserves the right to remove or disable access to files or links to allegedly infringing material without prior notice, to the extent it is technologically possible given the nature of the Site.
Picnic will, in appropriate circumstances, terminate registered users or other account holders whom it determines to be repeat infringers or to have repeatedly been charged with infringement.