Picflow is an online subscription service where you can browse, exhibit, organize, store, exchange and share photography. These Terms of Service ("Terms") govern your access and use of Picflow ("Picflow", "we", or "our") websites, services, and applications (collectively, the "Services"). These Terms apply to all visitors, users, and others who access or use the Services. By accessing or using the Services, you agree to be bound by these Terms.
Your Picflow Account
To create or use a Picflow account, you must be over 18 years of age. You must provide us with true, accurate, current and complete information about yourself when you create your Picflow account. If the information you provide is untrue, inaccurate, incomplete or outdated, or we have reasonable grounds to suspect it is, we reserve the right to suspend or terminate the Services. You may only have one registered free Picflow account at any given time. If we determine that you have multiple Picflow accounts or are otherwise not in compliance with these Terms, we may close your Picflow accounts and delete all photos in the accounts. If there is a mitigating circumstance requiring you to have multiple Picflow accounts, please obtain written permission from Picflow before uploading any content.
You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password, whether your password is with Picflow or a third-party service. You agree not to disclose your password to any third party. Picflow cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You must notify Picflow immediately upon becoming aware of any security breach or unauthorized use of your Picflow account.
Subscriptions to Services
Subscription Plans: You may access the Services through free or paid subscription plans ("Paid Subscription"). Paid Subscriptions are paid for in advance of the subscription period. If you have a Paid Subscription, your payment to Picflow will automatically renew at the end of the subscription period, unless you cancel your Paid Subscription through your Picflow account. The cancellation will take effect immediately.
Change in Subscription Plans: Subscription plans, whether free or paid, may be changed by you at any time.
If you upgrade your Paid Subscription, we will prorate the subscription fee for the remaining balance of your existing Paid Subscription and deduct that amount for the new Paid Subscription. You will get charged for the new Paid Subscription at the time of upgrade, and it will reset your subscription period.
If you downgrade your Paid Subscription, we will prorate the subscription fee for the remaining balance of your Paid Subscription and issue a credit for that amount to be applied against the cost for the new Paid Subscription until the credit is used in full. You will be charged and credited for the new Paid Subscription at the time of downgrade, and it will reset your subscription period.
Refunds: Upon termination of a Paid Subscription, we will not refund any subscription fees that you have already paid to us. No cash refunds will be given for a change in a Paid Subscription.
Price: We may change the price for the Paid Subscriptions from time to time and will communicate any price changes to you. Price changes will take effect at the start of the next subscription period following the date of the price change. By continuing to use the Service after the price change takes effect, you accept the new price.
You agree not to misuse the Services. For example, you agree not to directly or indirectly do or attempt to do any of the following:
restrict or inhibit any other users from using or enjoying the Services;
use the Services for any illegal or unlawful purpose;
post or upload any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links and other content or materials (collectively, "Content") on the Services in violation of any applicable law, including intellectual property laws and right of privacy or publicity laws, or any contractual obligation;
post or upload any Content that is unlawful, harmful, threatening, harassing, derogatory, defamatory, obscene, vulgar, pornographic, profane, invasive of another's privacy, or any other material that could give rise to any civil or criminal liability under applicable law or is otherwise deemed objectionable at the sole discretion of Picflow;
post or upload any Content that harms minors in any way, including, but not limited to, Content that violates federal and state child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
post or upload other people’s private or personally identifiable information, such as credit card numbers, street address or Social Security/National Identity numbers, without their express authorization and permission;
post, upload, or download any Content that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
falsify or delete any copyright management information, such as author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other Content contained in a file that is uploaded or downloaded through the Services;
impersonate others through the Service or otherwise misrepresent your affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
send unsolicited communications, promotions or advertisements, or spam;
harvest or collect information about users of the Services without their express consent;
violate or fail to comply with any user guidelines for the Services made available to you by Picflow from time to time;
exceed the scope of the Services you have signed up for;
modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Services;
frame or mirror any content available through the Services;
forge headers or otherwise manipulates identifiers in order to disguise the origin of any Content transmitted through the Services;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to download, retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Content available through the Services;
probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
access or search the Services by any means other than our publicly supported interfaces (for example, “scraping”);
publish or link to malicious content intended to damage or disrupt another user’s browser or computer or to compromise a user’s privacy;
interfere with, or disrupt, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Services.
You understand and agree that upload and download of any Content through the Services are done at your own discretion and risk. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Services and your Content, including copyright laws. We reserve the right to immediately suspend or terminate your account without further notice in the event that, in our sole and absolute judgment, you violate these Terms, or abuse the use of our Services.
You agree to be responsible for and pay any applicable sales, VAT, or any other taxes that the tax authority may impose.
Use of Content
Picflow does not claim ownership of any content you publish through the Services. Instead, you hereby grant to Picflow a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, copy, store, modify, distribute, publish, and process the Content that you provide through the Services solely for purposes of providing or improving the Services (including vendor order fulfilment services). You acknowledge and agree that your relationship with Picflow is not a confidential, fiduciary, or another type of special relationship and that your decision to submit any Content does not place Picflow in a position that is any different from the position held by members of the general public.
You represent and warrant that:
you own the Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses outlined in these Terms;
the posting and use of your Content on or through the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights;
you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Services; and
You have the legal right and capacity to enter into these Terms in your jurisdiction.
You are responsible for obtaining any permissions or consents required, as well as proper release documentation from any person whose image or other personal data is posted or submitted by you through the Services. While Picflow does not and cannot review all content provided to it and is not responsible for such content, Picflow reserves the right to delete, edit or rearrange content that it, in its sole discretion, deems objectionable, in violation of copyright or trademark laws or otherwise unacceptable. You understand and agree that Picflow cannot and will not be responsible for the Content posted on the Service, and you use the Services at your own risk.
Use of Picflow Software
Picflow may provide specific downloadable client software applications (the "Software") for use in connection with the Services. The license is granted to you hereunder does not constitute a sale of the Software or any copy thereof, and as between Picflow and you, Picflow retains all rights, title, and interest in the Software.
Picflow Property and Intellectual Property
All rights, title and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Picflow and its licensors. The Services are protected by copyright, trademark, trade secret, and other laws. Picflow.com, Picflow, and the Picflow logo and other marks are trademarks of Picflow. No portion of the Services may be reprinted, republished, modified, or distributed in any form without the express written permission of Picflow. Any feedback, comments, or suggestions you may provide regarding Picflow or the Service is entirely voluntary. We will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
Additionally, if (i) you are established in the European Economic Area ("EEA"); (ii) you provide goods or services to individuals in the EEA; or (iii) you are otherwise subject to the requirements of the EU General Data Protection Regulation ("GDPR"), and Picflow acts or will act as a data processor of personal data on your behalf under the GDPR, then you agree to enter into our Data Processing Addendum. Learn how Picflow complies with these regulations: GDPR Compliance.
Term and Termination
These Terms will continue to apply to you until terminated by either you or Picflow. Picflow may terminate the Terms or suspend your access to the Services at any time, including in the event of your actual or suspected unauthorized use of the Services or non-compliance with the Terms. Upon termination, any Content you have stored on the Services may no longer be retrieved, so you should make a backup copy of any such Content on a regular basis and before terminating your plan. If you or Picflow terminate the Terms, or if Picflow suspends your access to the Services, you agree that Picflow shall have no liability or responsibility to you and Picflow will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law.
The Services may provide links to third-party sites or provide content from third-party sites that are not owned or controlled by Picflow. These Terms do not apply to any third-party websites or their practices. It is your responsibility to become familiar with each third-party site's privacy and other policies and Terms and to contact that site's webmaster or site administrator with any concerns. You agree that Picflow is not responsible for any loss or damage in your dealings with such third party sites
You agree to indemnify, defend, and hold Picflow and its licensees, licensors, and third party service providers (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all losses, liabilities, damages, claims, costs, losses, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising from your use of and access to the Service, including any data or Content transmitted or received by you, any other party’s access or use of the Service with your username and password, or your violation of these Terms, the Seller Agreement, applicable law, rule or regulation.
The services are provided on an “as is” and “as available” basis. Use of the services are at your own risk. To the maximum extent permitted by applicable law, the services are provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Without limiting the foregoing, picflow and its processors, service providers, suppliers and licensors do not warrant that the content is accurate, reliable or correct; that the services will meet your requirements; that the services will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the services are free of viruses or other harmful components. Any content downloaded or otherwise obtained through the use of the services is downloaded at your own risk and you will be solely responsible for any damage to your property or loss of data that results from such download or your use of the services. We do not warrant, endorse, guarantee, or assume responsibility for any product or service offered by a third party through our services or any hyperlinked website or service.
Limitations of liability and damages
To the maximum extent permitted by applicable law, picflow, its processors, service providers, suppliers, and licensors (and each of their respective affiliates, agents, directors, or employees) shall not be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation, damages for personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, or loss of confidential information, or other intangible losses, that result from the use of, inability to use, or unavailability of the services. Under no circumstances will picflow be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the services or your picflow account, or the information contained therein.
To the maximum extent permitted by applicable law, picflow, its processors, service providers, suppliers, and licensors (and each of their respective affiliates, agents, directors, and employees) assume no liability or responsibility for any (I) errors, mistakes, or inaccuracies of the services; (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the services; (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the services; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the services by any third party; (vi) any errors or omissions in any content or data or for any loss or damage incurred as a result of the use of any content or data posted, emailed, transmitted, or otherwise made available through the services; and/or (vii) seller content or the defamatory, offensive, or illegal conduct of any third party. Picflow, its processors, service providers, agents, suppliers, or licensors (and each of their respective affiliates, agents, directors, or employees) shall not be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the amount of fees earned by picflow in connection with your use of the services during the three (3) month period immediately preceding the event giving rise to the claim for liability.
This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if picflow has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
No party shall be liable for any default or delay in the performance of its obligations under these Terms if and to the extent such default or delay is caused directly or indirectly by a force majeure event. In any such event, the non-performing party shall be excused from any further performance and observance of the obligations so affected only for as long as such circumstances prevail and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.
These Terms shall be governed by Swiss law, without regard to to its choice of law or conflicts of law.
Disputes and Arbitration
The terms of this section will apply to all disputes that may arise out of, are connected with, or relate to these Term or the Services, subject only to the following exceptions: (1) if Picflow reasonably believes that you have in any manner acted or failed to act in any manner that may cause harm to Picflow or any third party, we may seek injunctive or other appropriate relief in any court of competent jurisdiction; or (2) any dispute may, at the option of the claiming party, be resolved in small claims court in Atlanta, Georgia, provided that all claims by all parties in the dispute (i) fall within the jurisdiction of the small claims court, and (ii) were unsuccessfully resolved through the informal resolution process set forth below. In no event will the terms of this section limit Picflow's ability to investigate complaints or reported violations of these Terms, or to take any action we deem necessary and appropriate to mitigate actions against Picflow, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties.
These Terms with any amendments and any additional agreements you may enter into with Picflow constitute the entire agreement between the parties with respect to the Service, and supersede any previous agreements and understandings. In the event of a conflict between these Terms and the Seller Agreement, the Seller Agreement shall prevail. In the event of conflict between any other Picflow agreement or policy (“Additional Terms”), these Terms shall prevail.
Right to Amend
Picflow reserves the right to amend these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, with notice that we deem, in our sole discretion, to be reasonable according to the circumstances. Notice may include notice on our website at picflow.com or to the email associated with your Picflow account. Any use of our Services after publication of any such change shall constitute your acceptance of these Terms as modified. If you do not agree to, or cannot comply with, the Terms as amended, you must stop using the Services and notify Picflow.
The parties intend every provision of these Terms to be severable. If any part of these Terms is not enforceable, the remaining provisions shall remain valid and enforceable. In such case, the parties will in good faith modify or substitute a provision consistent with their original intent. If any remedy fails of its essential purpose, then all other provisions, including the limitations on liability and exclusion of damages, will remain fully effective.
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