Terms of Service

A. Service. The “Service” includes PicLink’s website located at https://www.piclink.ai (“Site”), and PicLink’s related mobile applications (the “Apps”) as each may be updated, relocated, or otherwise modified from time to time, all content and services PicLink makes available through the Site or Apps, and all intellectual property contained therein. The Service is a photo sharing app powered by AI that allows you to share images with people you choose to in what is referred to as a Link (a group of people agreeing to share images with one another). Any person who accesses and/or uses the Service, whether on his or her own behalf or on behalf of any third party, will be referred to herein as a “PicLink User.”

B. Service Restrictions. Your PicLink account is personal to you. You may not use the Service for commercial purposes. To use the Service, you must have access to the Internet.

C. License. Subject to your compliance with these Terms, PicLink hereby grants you a limited, revocable, non-exclusive, non-transferable license to download the Apps and access and use the Service, solely for your personal use and not for resale.

D. Deactivation. PicLink may, at any time and without notice to you: (1) restrict, deactivate, and/or terminate your access to the Service (or any portion thereof); or (2) terminate or modify the Service (or any portion thereof). PicLink will not be liable to you or any third party for any termination of or modification to the Service regardless of the reason for such termination or modification. If you are dissatisfied with any termination or modification of the Service, your only right is to terminate your use of the Service.

E. Privacy Policy. PicLink’s policy with respect to the collection and use of your personally identifiable information is described in our Privacy Policy. By accepting these Terms, you acknowledge your agreement with PicLink’s Privacy Policy.

A. PicLink Users. To become a PicLink User, you must complete the registration process by providing us with current, complete, and accurate information, as prompted by the applicable registration form.

B. Accuracy of Information. You acknowledge that if you provide any information to us that is untrue, inaccurate, not current, or incomplete, PicLink may terminate these Terms and your continued access and use of the Service.

C. Eligibility. You represent and warrant that you are at least 13 years of age and that you have not been previously suspended or removed from the Service. THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY PICLINK. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.

D. Credentials. As part of the registration process, you may be asked to select a username and/or password or other login credentials. You are entirely responsible for maintaining the security and confidentiality of your login credentials. You agree to notify PicLink immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at legal@piclink.ai. You are responsible for all use of the Service occurring under your account and all content posted with your account on the Service. You are responsible for keeping your login credentials confidential and for notifying us if your login credentials have been hacked or stolen. PicLink will not be liable for any loss that you may incur as a result of someone else using your login credentials or account, either with or without your knowledge. You may be held liable for any losses incurred by PicLink or another party due to someone else using your account or login credentials.

E. Your account, subscriptions, and memberships cannot be transferred or assigned. We reserve the right to accept, refuse, or cancel your account, subscription, or membership at any time in our sole discretion.

F. Your Responsibilities. You may use the Service solely for lawful purposes, as intended through the provided functionality of the Service. You may not use the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining, or any other means. Without limiting any of the foregoing, you may not (and you may not allow or assist any third party to):

• use, copy, install, transfer, or distribute the Service, except as specifically described in these Terms;
• modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Service;
• remove or alter any copyright, trademark, or other proprietary rights notices contained in or on the Service or in or on any content or other material obtained through the Service or the use of the Service;
• probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
• reformat, mirror, or frame any portion of the web pages that are part of the Service;
• express or imply that any statements you make are endorsed by us, without our prior written consent in each instance;
• transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component;
• use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine,” or in any way reproduce or circumvent the navigational structure or presentation of the Service or its contents;
• harvest or collect information about other PicLink Users without their prior written consent;
• undertake, cause, permit, or authorize the translation, reverse engineering, disassembling, or hacking of any aspect of the Service, or attempt to do any of the foregoing, except and solely to the extent described in these Terms, the Service’s authorized features, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by PicLink;
• access, tamper with, or use non-public areas of the Service, PicLink’s (and its service providers’) computer systems and infrastructure, or the technical delivery systems of PicLink’s service providers;
• harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including PicLink employees, and other PicLink Users;
• solicit, or attempt to solicit, personal information from other PicLink Users, except as permitted through the Service’s functionality;
• restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about PicLink Users;
• gain unauthorized access to the Service, to other PicLink Users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service;
• violate any applicable federal, state, or local laws, regulations, or these Terms;
• use the Service for any illegal, inappropriate, and/or unauthorized conduct, including using the Service to contact other PicLink Users for sexual or other inappropriate purposes, or using the Service in violation of PicLink’s or any third party’s intellectual property or other proprietary or legal rights; or
• use or access the Service to build a competing service.

We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce these Terms.

A. Consent to Electronic Communications. By using the Service or providing personal information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service. We may give notice by any means of communication reasonably anticipated to notify you of the information provided. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that you have the ability to store such electronic communications such that they remain accessible to you in an unchanged form. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Service or sending an email to you, if we have your email address. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at legal@piclink.ai.

B. Push Notifications. When you register with PicLink, PicLink will send you automatic and voluntary push notifications based on the notification preferences you have selected (“Notifications”). Some Notifications may be turned on by default. By using the Service, you agree to receive Notifications regarding your use of the Service and your Account Data. While Notifications are intended to enhance your use of the Service, you may disable Notifications on your device. Depending on which Notifications you elect to receive, Notifications may contain sensitive information.

C. Opt Out. If you wish to remove yourself from any list (except as described in Section 3.B (Push Notifications)), please email us at legal@piclink.ai with “OPT-OUT”, “UNSUBSCRIBE”, “STOP”, or “REMOVE” in the subject line, or click the “unsubscribe” link in an email you have received from us.

D. Message Delivery. PicLink cannot control certain factors relating to message delivery. We may not be able to transmit a Notification to you in a timely and accurate manner. We have no liability for transmission delays or Notification failures, for any erroneous content in a Notification, or for any actions taken or not taken in reliance on a Notification.

A. Materials. By sending or transmitting to us information, opinions, creative suggestions, ideas, notes, concepts, or other materials (collectively, “Materials”), or by posting such Materials to any area of the Service, you grant PicLink and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable license to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale, and import such Materials in any media now known or hereafter developed, for the purpose of providing, enhancing, and developing the Service, without compensation to you. We will never use your name in connection with any of your Materials that we use in our own advertising and marketing materials without obtaining your prior consent. You hereby waive any moral rights or other rights with respect to attribution of authorship regarding Materials that you may have under applicable law. None of the Materials will be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we will not be liable for any use or disclosure of any Materials. PicLink may remove or alter any Materials at any time for any reason. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Service by any PicLink User. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. Under no circumstances will PicLink and/or its affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Service. We cannot and do not take responsibility for the veracity, reliability, or completeness of any opinion, advice, information, or statement available on the Service.

B. Monitoring. We have the right (but not the obligation) to: (1) monitor the Service and Materials; (2) alter or remove any Materials; and (3) disclose Materials and the circumstances surrounding their transmission to any third party in order to operate the Service, protect ourselves, our sponsors, and our members and visitors, and to comply with legal obligations or governmental requests. If you believe any content violates our member policies, please contact PicLink immediately at legal@PicLink.ai so that we can consider its editing or removal.

C. Rights in Materials. You are solely responsible for your Materials and the consequences of posting them on the Service. By posting Materials, you represent, warrant, and covenant that: (1) you are the creator and owner of the Materials or otherwise have sufficient rights and authority to grant the rights granted herein; (2) your Materials do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; or (b) slander, defame, or libel any other person; (3) your Materials do not contain any viruses, adware, spyware, worms, or other harmful or malicious code; and (4) unless you have received prior written authorization, your Materials do not contain any confidential information of any third party. We reserve all rights and remedies against any PicLink Users who breach these representations and warranties.

A. Fees. Access to the Service, or certain features of the Service, may require you to pay fees on a subscription basis, and may provide you the option to activate recurring automatic payments for those fees. Before you pay any fees, including before activating or updating any recurring payments, you will have an opportunity to review the fees that you will be charged before you accept them. If you purchase a recurring subscription, you authorize PicLink or its third-party service providers to periodically charge you for an automatically renewing subscription requiring recurring payments at the stated frequency (e.g., monthly or annual) (each a “Subscription Period”) until cancelled. You will be charged your first subscription fee and any applicable taxes (“Subscription Fee”) on the date you purchase your subscription or after your free trial ends. Your subscription will automatically continue at the selected interval, and you will continue to be charged at the then-current price (including any applicable taxes), unless at least 24 hours before the end of the current subscription period: (a) you terminate your account; (b) you cancel your subscription (as described below); (c) we decline to renew your subscription; or (d) these Terms are otherwise properly terminated as expressly permitted herein. The Subscription Fee is non-refundable except as expressly set forth in these Terms or in accordance with applicable law.

If any Subscription Fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your access to the Service or cancel your subscription. You will be responsible for paying all past due amounts. We may receive updated credit card information (new credit card number or updated expiration date) from your credit card issuer. We may use these new details in order to help prevent any interruption to the Services. If you would like to use a different payment method or if there is a change in payment method, please visit the settings area of your account or app store to update your billing information.

By using our Service, you agree to the pricing, payment, and billing policies in effect at the time when the fee becomes payable. Please note that we do not provide price protection or refunds in the event of a price drop or promotional offering.

B. Authorization to Charge for the Service. You must provide accurate and complete information for a valid payment method that you are authorized to use (such as a credit card, payment via an app store, or other payment method accepted by us to activate and maintain a paid account). You authorize us to charge you through the payment method that you use when you register for access to the Service. You are also responsible for charges for any additional features or purchases made through your account that are offered for sale through our Service. All fees are non-refundable. PicLink (or its third-party service providers) may change the fees for the Service or any feature of the Service.

If we do not receive payment via your payment method, you agree to pay all amounts due hereunder upon our demand and will be solely responsible for any dispute with your payment provider. If the payment method you provide is initially declined for any reason, we reserve the right to charge the payment method (credit card or other accepted mechanism) in installments, at the non-promotional/non-discounted rate that is in place at the time, for the full duration of the subscription that you have selected. You bear sole responsibility for all overdraft fees or other penalties that may be assessed by your payment provider. You are responsible for any use of your credit card or other payment instrument.

C. Apple Subscription Management. If you purchased your subscription through the Apple App Store, your subscription is managed by the Apple App Store directly. PicLink does not have the ability to manage your subscription on your behalf, including initiating, canceling, or refunding your subscriptions. You may manage your subscription or turn off auto-renewal by going to the Account Settings screen in the App Store app on your Apple device after purchase. You should consult with the Apple App Store to determine if the price charged includes all applicable taxes and currency exchange settlements. You are solely responsible for paying such taxes or other charges.

D. Cancellation. When you cancel a subscription, you cancel only future charges associated with your subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current Subscription Period. In order to avoid future charges, you must cancel your subscription at least 24 hours before the end of your current Subscription Period. If you purchased through PicLink directly, you may cancel within your account settings. Alternatively, if you email us at legal@piclink.ai at least 24 hours before the end of your current Subscription Period, we will do our best to implement the cancellation prior to your next renewal; if we cannot, we can offer you a refund for that inadvertent renewal. If you purchased through a third party (e.g., app store), you must cancel through that third party. Purchases through third parties are subject to that third party’s cancellation policies and procedures.

After canceling a subscription, you will continue to have access to the Service for the remainder of your current Subscription Period for which you have already paid (unless we provide you with a refund or otherwise allow you to use the unused portion towards another service, product, or subscription).

E. Limited Refund Period. EXCEPT AS OTHERWISE STATED HEREIN OR REQUIRED BY APPLICABLE LAW, YOUR SUBSCRIPTION FEE IS NONREFUNDABLE. If you (i) purchased through PicLink directly, (ii) cancel your subscription within one month of your initial purchase, and (iii) email us at legal@piclink.ai to request a refund within five days of cancelling, we will provide you with a full refund for that subscription. Unless required by applicable law, if you cancel your subscription outside of that period, you are not entitled to receive any refund or credit, full or partial. We reserve the right to issue refunds, credits, or discounts at our sole discretion. If we issue a refund, credit, or discount, we are under no obligation to issue the same or similar refund in the future. If you purchased through a third party, your ability to receive a refund is governed by that third party’s policies and procedures.

F. Free Trial and Promotional Rates. PicLink may offer promotional trial periods during which you can use the Service for free or at a promotional rate. Such trial or promotional trial periods are subject to these Terms except as otherwise stated in the promotional offer, including which users are eligible for the promotional subscription. Eligibility is initially determined at the time of the order. Free trial and promotional rates cannot be applied retroactively.

If your subscription includes a free trial, you will not be charged the applicable fee during your free trial. To obtain the free trial, you will be required to provide a credit card or other payment method in order to ensure uninterrupted access and continued use after the free trial ends. Upon completion of your free trial, your subscription will automatically convert into a paid subscription and your payment method will be charged the Subscription Fee unless you have cancelled your subscription. You may cancel your subscription during your free trial to avoid being charged as described above.

If your subscription includes a promotional rate, you will be charged the promotional rate for the relevant number of Subscription Periods and upon completion of the final promotional Subscription Period, your subscription will continue to automatically renew at the full rate. To cancel and avoid being charged the full rate, you must notify us before the discount or promotional period ends.

If a stated price or other material information is determined by us in our sole discretion to be in error, we are not under any obligation to offer you the Service at that price and reserve the right to cancel, terminate or not process orders (including accepted orders). We will notify you of the error and either provide you with a refund or give you the opportunity to cancel your order and obtain a refund if payment has already been made.

You may only be permitted to use one free trial or discounted price offer. You may not be permitted to combine the promotional offer with any other promotion, except as otherwise stated in the promotional offer. If your subscription is ever cancelled or terminated for any reason, and you purchase an additional subscription, you may not be eligible for a free trial or to take advantage of another discounted price offer.

G. Termination. We may terminate your subscription at our sole discretion and without any notice. If we cancel your subscription, we may give you a prorated refund based on the amount of time remaining that you cannot use, provided, however, that we will not be obligated to grant you a refund if we terminate your account or your subscription because we determine, in our sole discretion, that your actions or your use of the Service violates these Terms, any applicable law, or has harmed PicLink or another user or entity.

Upon termination or cancellation of your subscription, you may lose access to the products, content, features, and work-product provided to you or created by you in relation to the Service.

H. Changes to the Subscription or Service. We may change the subscription terms or Subscription Fees at any time on a going forward basis in our discretion. If the pricing for your subscription increases, we will notify you, and provide you an opportunity to change or cancel your subscription before applying those changes to your account or charging you in connection with an automatic renewal. We may choose in our sole discretion to add, modify, or remove benefits and features from a subscription. If you do not cancel your subscription prior to the time the modifications become effective, you agree to the changes. If you do not wish to continue subscribing with the new fees or features, you may cancel your subscription. If you accept the new subscription, its terms and conditions will apply for that renewal and all renewals going forward.

A. Term. The term of these Terms will commence on the date on which you first access or utilize the Service in any way and will continue so long as you continue to access or utilize the Service, unless earlier terminated by PicLink.

B. Termination and Other Remedies. PicLink may take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms including termination of these Terms, the suspension or termination of your access and/or account, or blocking you from access to the Service.

C. Effect of Termination. The following Sections of these Terms will survive termination or expiration of these Terms: 1.A, 1.B, 1.D, 1.E, 1.F, 2, 4, 5, 6.C, and 7–27. Payments by you, which accrue or are due before termination or expiration of these Terms, will continue to be payable by you, and amounts owed to PicLink at the time of such termination or expiration, will continue to be owed by you after such expiration or termination.

A. Proprietary Information. You acknowledge and agree that: (1) the Service, including any content, modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by PicLink and its licensors, as applicable; (2) the Proprietary Information contains valuable copyrighted and proprietary material of PicLink; (3) the Proprietary Information is licensed, rather than sold, to you pursuant to these Terms; and (4) you have no rights in the Proprietary Information, other than the rights and licenses specifically granted to you pursuant to these Terms.

B. Trademarks. You acknowledge that PicLink has acquired, and is the owner of, common law or registered trademark rights in the name and word mark “PicLink” and in the other marks and design marks displayed on the Service. You acknowledge that this name and these marks are famous and internationally known. You will not, at any time or for any reason, challenge the validity of, or PicLink’s ownership of, the foregoing name and marks, and you waive any rights you may have at any time to do so. You may not use our name or marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. All use of the foregoing name and marks by you will inure exclusively to the benefit of PicLink. All marks shown on the Service but not owned by PicLink are the property of their respective owners.

A. DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, MOBILE NETWORKS, AND THE DEVICES WHICH ACCESS THE INTERNET AND/OR MOBILE NETWORKS, THE SERVICE MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO, AND VIDEO TRANSMITTED OVER THE INTERNET AND/OR MOBILE NETWORKS MAY BE SUBJECT TO INTERRUPTION OR THIRD-PARTY INTERCEPTION AND MODIFICATION. TO THE FULLEST EXTENT PERMITTED BY LAW, PicLink DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. TO THE FULLEST EXTENT PERMITTED BY LAW, NONE OF PICLINK, ITS AFFILIATES OR SERVICE PROVIDERS, PICLINK’S CONTENT PROVIDERS, AND/OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES, EMPLOYEES, AGENTS, AND/OR CONTRACTORS (COLLECTIVELY, THE “PICLINK PARTIES”) WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE. PICLINK CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES, OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, THE INTERNET, OR FOR YOUR MISUSE OF ANY CONTENT AND INFORMATION ACCESSED THROUGH THE SERVICE. YOUR USE OF THE SERVICE AND YOUR RELIANCE UPON ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.

A. LIMITATION. TO THE FULLEST EXTENT PERMITTED BY LAW: (1) EACH PICLINK USER IS SOLELY RESPONSIBLE FOR: (A) HIS OR HER USE OF THE SERVICE; AND (B) ANY DAMAGES INCURRED BY HIM OR HER OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE SERVICE; (2) THE AGGREGATE LIABILITY OF THE PICLINK PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO ACTUAL DAMAGES PROVED, AND NOT TO EXCEED THE GREATER OF THE AMOUNT OF FEES PAID BY YOU UNDER THIS AGREEMENT OR $100; AND (3) NONE OF THE PICLINK PARTIES WILL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PICLINK PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. INDEPENDENT INVESTIGATION. YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE SERVICE AND THE POSSIBLE RISKS INVOLVED IN USING THE SERVICE. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES.

A. Indemnity. To the fullest extent permitted by law, you will defend, indemnify, and hold the PicLink Parties harmless against any loss or damage of any kind (including attorneys’ fees and lost revenues) arising from: (1) any breaches by you of these Terms or any representation, warranty, or covenant contained in these Terms; (2) any use of the Service not specifically authorized in these Terms or on the Service; and (3) any claims and actions against any PicLink Party by other parties to whom you allow access to the Service.

B. Procedure. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any such claim or matter without our written consent.

A. Generally. In the interest of resolving disputes between you and PicLink in the most expedient and cost-effective manner, you and PicLink agree that any dispute arising out of or in any way related to these Terms or your use of the Service will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the expiration or termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND PICLINK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS OR COLLECTIVE ACTION. YOU FURTHER UNDERSTAND THAT THESE DISPUTE RESOLUTION TERMS WILL APPLY TO YOU AND PICLINK UNLESS YOU CHOOSE TO OPT OUT PURSUANT TO SECTION 13.I (OPT OUT).

Whether to agree to arbitration is an important business decision. It is your decision to make, and you should not rely solely on the information provided in these Terms as it is not intended to contain a complete explanation of the consequences of arbitration. You should take further steps to conduct research and to consult with others, including an attorney, regarding the consequences of your decision, just as you would when making any other important business or life decision.

B. Exceptions. Despite the provisions of Section 13.A (Generally), nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) bring an action in a court pursuant to the California Private Attorneys General Act of 2004, California Labor Code § 2698 et seq.; (3) seek injunctive relief in a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim.

C. Arbitrator. Any arbitration between you and PicLink will be governed by the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting PicLink. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

D. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail within the applicable statute of limitations period (“Notice”). PicLink’s address for Notice is: 131 Continental Dr, Suite 305, City of Newark, County of New Castle, Delaware 19713. The Notice must: (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or PicLink may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or PicLink must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, PicLink will pay you the highest of the following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by PicLink in settlement of the dispute prior to the arbitrator’s award; or (c) $1,000.

E. Fees. If you commence arbitration in accordance with these Terms, PicLink will reimburse you for your payment of the filing fee, unless your claim is for more than $5,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Wilmington, Delaware, but if the claim is for $5,000 or less, you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephone hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse PicLink for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

F. No Class Actions. YOU AND PICLINK 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 PROCEEDING (OTHER THAN ACTIONS UNDER THE CALIFORNIA PRIVATE ATTORNEYS GENERAL ACT OF 2004, CALIFORNIA LABOR CODE § 2698 ET SEQ. WHICH ARE NOT COVERED BY THIS SECTION 13 (DISPUTE RESOLUTION)). Unless both you and PicLink agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

G. Modifications to this Arbitration Provision. If PicLink makes any future change to this arbitration provision, other than a change to PicLink’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to PicLink’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and PicLink. If you do not send such written notice, your continued use of the Service following any such change means that you have consented to such change.

H. Enforceability. If Section 13.F (No Class Actions) is found to be unenforceable or if the entirety of this Section 13 (Dispute Resolution) is found to be unenforceable, then the entirety of this Section 13 (Dispute Resolution) will be null and void and the exclusive jurisdiction and venue described in Section 17 (Governing Law; Choice of Forum) will govern any action arising out of or related to these Terms or your use of the Service.

I. Opt Out. Arbitration is not a mandatory condition of these Terms. If you do not want to be subject to this Section 13 (Dispute Resolution), you may opt out of this Section 13 (Dispute Resolution) by notifying PicLink in writing of your decision by sending, within 30 days of the date you receive these Terms, an electronic message to legal@piclink.ai, stating clearly your full name and intent to opt out of this Section 13 (Dispute Resolution). Should you choose not to opt out of this Section 13 (Dispute Resolution) within the 30-day period, you and PicLink will be bound by the terms of this Section 13 (Dispute Resolution). You have the right to consult with counsel of your choice concerning this Section 13 (Dispute Resolution). You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Section 13 (Dispute Resolution).