Terms and Conditions
Last updated: July 10, 2023
Please read these terms and conditions carefully before using Our Service.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Terms and Conditions:
Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
Account means a unique account created for You to access our Service or parts of our Service.
Client means your client who has directly contracted with You, the photographer, to provide products or services. We have no contract with Your Client(s) and You are directly responsible for Your own Clients, even for products and services the Client may order through the Service.
Country refers to: New York, United States
Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to Picsello, Inc, 7 woodland Avenue, Suite 15, Larchmont, NY 10538.
Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
Feedback means feedback, innovations or suggestions sent by You regarding the attributes, performance or features of our Service.
Fees means the fees charged by Us for any Subscription to access and/or use the Service and for any Goods ordered through the Service.
Free Trial refers to a limited period of time that may be free prior to purchasing a Subscription.
Goods refer to the items offered for sale through the Service.
Orders mean a request by You to purchase Goods through our Services Us.
Service refers to the Website and the services offered by Us thereon.
Subscriptions refer to the services or access to the Service offered on a subscription basis by the Company to You.
Templates refer to contract templates that have been provided for informational and reference purposes only. Templates are not intended to be used “as is” but as a starting point for generating Your own contracts. Templates are not provided for legal purposes and We do not offer any legal advice whatsoever. Your use of any Template, in whole or in part, is at your own risk, and We take no responsibility for any actions, in whole or in part, from any use of the Templates in any manner.
Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
Website refers to Picsello, accessible from https://www.picsello.com
You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.
Acknowledgment
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
User Accounts
To use the Services you must create an Account via the Website. You must not create an Account unless (a) you are a corporate entity or other form of legal entity other than a natural person or (b) you are a natural person who is aged 18 years or older; and
(c) you provide your full legal name, a valid email address and such other information as We may reasonably require of you from time to time.
By creating an Account, you are making an offer to Us to use the Website and Services and to order Goods and We may accept or reject Your offer in Our absolute discretion.
You must not create more than a single Account without an active Subscription unless you have a demonstrable commercial need for more than one such Account.
You must not allow your Account login credentials to be used by any person other than you or Us (upon Our request) but, subject to these Terms and Conditions, you may create additional login credentials for additional access to the Account, and separate fees and charges may apply if you do so.
You are responsible for maintaining the security of your Account and login credentials and We will not be liable for any loss or damage arising from your failure to keep the Account secure.
You agree to maintain the accuracy of the information you provide to Us for creation and maintenance of Your Account. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Service.
You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.
Placing Orders for Goods
By placing an Order for Goods through the Service, or allowing Your Clients to access the Service to place an Order for Goods,You warrant that You are legally capable of entering into binding contracts. You also understand that the Service is provided to You and You are ultimately responsible for Your Clients’ Order for Goods.
You understand that any Goods ordered through Our Service either by You or by Your Clients are provided by third-party vendors. Our Service facilitates the ordering and delivery of Goods from these vendors, but We do not provide the Goods directly. We are not responsible for the delivery, condition or final disposition of the Goods.
Your Information
If You wish to place an Order for Goods for your Client directly OR if Your Client wishes to place an Order for Goods available on the Service, You or Your Client may be asked to supply certain information relevant to Your Order including, without limitation, Your or Your Client’s: name, email, phone number, credit card number, the expiration date of the credit card, billing address, and shipping information.
You represent and warrant that: (i) You or Your Client have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Order; and that (ii) the information You or Your Client supply to us is true, correct and complete.
By submitting such information, You grant us the right to provide Your or Your Client’s information to payment processing third parties for purposes of facilitating the completion of Your Order.
Order Cancellation
We reserve the right to refuse or cancel Your Order or Your Client’s Order at any time for certain reasons including but not limited to:
- Goods availability
- Errors in the description or prices for Goods
- Errors in Your Order
We reserve the right to refuse or cancel Your Order or Your Client’s Order if fraud or an unauthorized or illegal transaction is suspected. We have no liability to Your Client in the case of a refusal or cancellation of an Order where fraud or an unauthorized or illegal transaction is suspected.
Your Order Cancellation Rights
Any Order made through the Service is provided and fulfilled by a third-party vendor, WHCC. If You or Your Client wish to cancel an Order, You or Your Client must do so through WHCC directly, and information regarding WHCC’s cancellation policy can be found here - https://www.whcc.com/help/faqs/. We are not responsible for cancellation of any Order.
Availability, Errors and Inaccuracies
We are constantly updating Our offerings of Goods on the Service. The Goods available on Our Service may be mispriced, described inaccurately, or unavailable, and We may experience delays in updating information regarding our Goods on the Service and in Our advertising on other websites.
We cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability, and services. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
Prices Policy
The Company reserves the right to revise its prices at any time prior to accepting an Order.
The prices quoted may be revised by the Company subsequent to accepting an Order in the event of any occurrence affecting delivery caused by government action, variation in customs duties, increased shipping charges, higher foreign exchange costs and any other matter beyond the control of the Company. In that event, You will have the right to cancel Your Order.
Payments
Payment Processing Service
Unless otherwise clearly stated, Picsello’s payment processing services are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to the Terms of Service or continuing to utilize Picsello for payment processing services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Picsello enabling payment processing services through Stripe, you agree to provide Picsello accurate and complete information about you and your business, and you authorize Picsello to share with Stripe such information and transaction information related to your use of the payment processing services provided by Stripe.
Picsello Payments Service Acceptable Use Policy
You are independently responsible for complying with all applicable laws in all of your actions related to your use of Picsello's Payment service, regardless of the purpose of the use.
Pricing
You understand and acknowledge that You are solely responsible for pricing your own services and products, including charging any appropriate sales tax for your products and services. Any pricing estimates, recommendations or advice provided through the Service is for Your own information only and the Company shall not be liable in any way for any issues regarding the pricing and/or delivery of Your own products and services to your clients.
Subscriptions
Subscription period
The Service are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis (such as daily, weekly, monthly or annually), depending on the type of Subscription plan you select when purchasing the Subscription.
At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or the Company cancels it.
Subscription cancellations
You may cancel Your Subscription renewal either through Your Account settings page or by contacting the Company. You will not receive a refund for the Fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.
Billing
You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information.
Should automatic billing fail to occur for any reason, the Company will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
GST
In these Terms and Conditions, “GST” has the meaning defined A New Tax System (Goods and Services Tax) Act 1999 (Cth).
All amounts expressed in or contemplated by these Terms and Conditions are exclusive of GST unless otherwise stated.
We may charge You, in addition to the Fees and any other charges imposed by Us in accordance with these Terms and Conditions, an amount equal to any GST that is payable by Us in connection with provision of the Services to you.
Fee Changes
The Company, in its sole discretion and at any time, may modify the Subscription Fees. Any Subscription Fee change will become effective at the end of the then-current Subscription period.
The Company will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.
Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.
Refunds
Unless otherwise required by law, we will not provide a refund or credit for partial months of Service or refunds for months during which the Service is unused. Therefore, no refunds will be provided for a partial month for cancellation of a monthly Subscription. In the case of termination of an annual Subscription, We may provide a pro-rated refund or credit for an amount equal to the portion of the Fee applicable to the remaining full months left in the Subscription term.
Free Trial
The Company may, at its sole discretion, offer a Free Trial for a limited period of time.
On the last day of the Free Trial period, unless You canceled Your Subscription, You will be required to enter Your billing information in order to sign up for the type of Subscription You have selected.
At any time and without notice, the Company reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
Content
Your Right to Post Content
Our Service allows You to post Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.
By posting Content to the Service, You grant Us the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Service. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to other users of the Service, who may also use Your Content subject to these Terms. Content may be made available to third-party vendors who We work with to provide Goods, including but not limited to, WHCC.
You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.
You hereby acknowledge and agree that:
(a) if you or anyone else with access to your Account make any Content public, you allow others to view and share your Content;
(b) We are not required to provide any specific export or archive of your Content and the various user-initiated export tools that may be available as part of the Services (such as contact list or general ledger exports) are provided “as is” and “as available”;
(c) We do not pre-screen Content, but do reserve the right to refuse or remove any Content that is available via the Service;
(d) you are responsible for all Content posted to your Account and activity that occurs in connection with the Account and We accept no responsibility for the Content and/or its use by or in connection with the Service;
(e) The downgrade or cancellation of your Subscription may cause the loss of Content, features, or capacity of your Account and We accept no liability for such loss.
Content Restrictions
The Company is not responsible for any Content posted or made available by You or through Your account. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.
You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, which infringes on any trademark, copyright or patent, or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:
- Unlawful or promoting unlawful activity.
- Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.
- Spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
- Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.
- Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.
- Impersonating any person or entity including the Company and its employees or representatives.
- Violating the privacy of any third person.
- False information and features.
The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with these Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner of any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content. As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.
Content Backups
Although regular backups of Content are performed, the Company does not not guarantee there will be no loss or corruption of data.
Corrupt or invalid backup points may be caused by, without limitation, Content that is corrupted prior to being backed up or that changes during the time a backup is performed.
The Company will provide support and attempt to troubleshoot any known or discovered issues that may affect the backups of Content. But You acknowledge that the Company has no liability related to the integrity of Content or the failure to successfully restore Content to a usable state.
You agree to maintain a complete and accurate copy of any Content in a location independent of the Service, including but not limited to images and photographs uploaded to the Service.
Copyright Policy
Intellectual Property Infringement
We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.
If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at hello@picsello.com and include in Your notice a detailed description of the alleged infringement.
You may be held accountable for damages (including costs and attorneys' fees) for misrepresenting that any Content is infringing Your copyright.
DMCA Notice and DMCA Procedure for Copyright Infringement Claims
You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright's interest.
- A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.
- Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.
- Your address, telephone number, and email address.
- A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
- A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.
You can contact our copyright agent via email at hello@picsello.com. Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.
Intellectual Property
The Service and its original content (excluding Content provided by You or other users), features and functionality are and will remain the exclusive property of the Company and its licensors.
The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries.
Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.
Your Feedback to Us
You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.
Links to Other Websites
Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company 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 such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
Termination
We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.
Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.
Upon termination for any reason, We may retain any information provided by You, including Content, in our records for a period of thirty (30) days (“Retention Period”) strictly for ease of renewal or reinstating an account terminated in error or allowed to lapse by You. Any information and/or Content retained during the Retention Period will not be used for any purpose by Us, will not be accessible to any Person or disclosed to any Person.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.
"AS IS" and "AS AVAILABLE" Disclaimer
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
Governing Law
The laws of the Country, and the state of New York, as applicable, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.
Dispute Resolution
If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company. Any disputes should be sent via email to support@picsello.com complete with Your contact information and a full description of the nature of the potential dispute.
For European Union (EU) Users
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
United States Federal Government End Use Provisions
If You are a U.S. federal government end user, our Service is a "Commercial Item" as that term is defined at 48 C.F.R. §2.101.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Severability and Waiver
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
Translation Interpretation
These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.
Changes to These Terms and Conditions
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.
Contact Us
If you have any questions about these Terms and Conditions, You can contact us:
- By email: support@picsello.com
