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End User License Agreement (EULA) and Terms of Use

Last updated: January 5, 2023

This EULA and Terms of Use (the “Terms”) govern your use of the PICX platform (“we, us, our”) and provide information about the PICX service and app. When you create an PICX account, you must agree to these Terms.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

  1. THE PICX SERVICE – We agree to provide you with the PICX platform that includes all of the PICX features, applications, services, technologies, and software that allows you to discover and share images on social media platforms (the “Service”). Please read the Terms carefully before using the Services. By using the Service, you agree to be bound and abide by these Terms. Your use of the Services is also subject to our Privacy Policy, which is located at http://99.79.190.91/privacy-policy/We reserve the right to modify these Terms at any time as outlined in Section 7. We also reserve the right to make any changes to the Services in any manner and to deny or terminate your access to the Services, even if you have an Account, in our sole discretion.
  2. USE OF THIRD-PARTY CONTENT PROVIDERS – The Services will include access to content (including photos up to 1920px x 1920px at 72dpi) from various third-party sources, including photo agencies, photo collection rights holders and individual photographers. Your use of the Service’s Third-Party Content is available for social media posting purposes only and cannot be used in any other way. By providing content to PICX, Third-Party Content Providers grant you a limited, non-transferrable, revocable license to Third-Party Content Providers’ images for posting on your individual personal social media accounts, which are subject to the following conditions:
  3. Editorial Use Only. You agree that the use of Third-Party Content is for noncommercial, editorial use only and may only be posted to your individual social media account(s). Third-Party Content may not be used for any other purpose, including, but not limited to, promotional efforts, marketing campaigns, prints, posters, autograph cards and/or photo products of any kind. You agree that we may track interactions of Third-Party Content Providers’ content, which include but are not limited to, shares and downloads.
  4. No Alterations. You agree not to materially change the editorial nature of the any image.
  5. INDEMNIFICATION. YOU ACKNOWLEDGE AND AGREE THAT THIRD-PARTY SERVICE PROVIDER CONTENT IS OWNED BY THEM, AND AS A RESULT, THEY HAVE THE RIGHT TO ENFORCE THESE RIGHTS DIRECTLY AGAINST YOU IF THIRD-PARTY SERVICE PROVIDER CONTENT IS USED IN VIOLATION OF THESE TERMS. USER AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND PICX FROM ANY COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), LOSSES, DAMAGES OR LIABILITY INCURRED BECAUSE OF ACTUAL OR ALLEGED IMPROPER USE OF THIRD-PARTY CONTENT PROVIDERS’ CONTENT BY USER.
  6. HOW YOU CAN’T USE PICX –
    1. You can’t do anything unlawful, misleading, or fraudulent or for an illegal or unauthorized purpose.
    2. You can’t do anything that is patently offensive in any manner.
    3. You can’t violate these Terms, any of our other policies, or do anything that is contrary to PICX’s reputation.
    4. You can’t do anything to interfere with or impair the intended operation of the Service.
    5. You can’t do anything that violates someone else’s rights, including infringing on their intellectual property rights.
  7. USER CONTENT, CONTENT REMOVAL, AND DISABLING OR TERMINATING YOUR ACCOUNT – The Service includes the opportunity for you to post content and information (“User Content”) using various social media platforms. You are solely responsible for all User Content. In consideration for the rights granted to you under these Terms, you grant us the right to the following:
  8. We can remove any content, access to future content, or information you share on the Service if we believe that it violates these Terms of Use, our policies, or we are permitted or required to do so by law. We can refuse to provide or stop providing all or part of the Service to you (including terminating or disabling your account) immediately to protect our community or services, or if you create risk or legal exposure for us, violate these Terms or our policies, if you infringe other people’s intellectual property rights, where we are permitted or required to do so by law, or for any other reason at our sole discretion.
  9. When you create a PICX account, you give PICX a nonexclusive, royalty-free, perpetual, irrevocable, transferable, fully paid and fully sub-licensable right to use, reproduce, make available to the public, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. To the extent such content is attached to a user profile on the Services, the foregoing license includes a right to use your name, likeness, username, profile picture, and information about your actions, including endorsements of the Service, without any compensation to you. NOTWITHSTANDING THE FOREGOING, IF A USER IS A STUDENT-ATHLETE SUBJECT TO THE RULES AND REGULATIONS OF AN INTERCOLLEGIATE ATHLETICS ASSOCIATION OR OTHER AMATEUR GOVERNING BODY, WE WILL NOT USE ANY SUCH USER CONTENT IN A MANNER THAT WOULD VIOLATE, OR CAUSE SUCH A USER TO VIOLATE, SUCH RULES AND REGULATIONS.
  10. You agree that you may be required to download and install updates to the Service on your device.
  11. PICX’S OWNERSHIP OF THE SERVICES AND SOFTWARE – The PICX platform and any other application or software provided to you under these Terms (collectively the “Software”) shall remain the sole and exclusive property of PICX, including all applicable rights to patents, copyrights, trademarks, and trade secrets of PICX inherent therein. You further agree that you shall not in any way question or dispute ownership by PICX of the Services. In addition, you shall not:
  12. Copy all or any portion of the Software;
  13. Modify the Software in any way;
  14. Distribute, disclose, market, rent, lease, assign, sublicense, pledge or otherwise transfer any of the Software, in whole or in part, to any third party;
  15. Remove or alter any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels appearing on the Software;
  16. Post private or confidential information or do anything that violates someone else’s rights, including intellectual property; and,
  17. Use the Software for any purpose or in any manner other than as expressed in these Terms.
  18. ADDITIONAL TERMS
  19. If any aspect of these Terms is unenforceable, the rest will remain in effect. Any amendment or waiver to our Terms must be in writing and signed by us. If we fail to enforce any aspect of these Terms, it will not be a waiver. We reserve all rights not expressly granted to you.
  20. These Terms do not give rights to any third parties. You cannot transfer your rights or obligations under these Terms without our consent. Our rights and obligations can be assigned to others.
  21. The Service is provided “as is,” and we can’t guarantee it will be safe and secure or will work perfectly all the time. To the extent permitted by law, we disclaim all warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
  22. If there is an issue with our Service, we can’t know what all the possible impacts might be. You agree that we won’t be responsible for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms, even if we know they are possible. This includes when we delete your content, information, or account. Our aggregate liability arising out of or relating to these Terms will not exceed the greater of $50 or the amount you have paid us in the past twelve months.
  23. You agree to defend, indemnify and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with these Terms or your use of the Service. You will cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.
  24. Instead of using arbitration, you or we can bring claims in your local “small claims” court, if the rules of that court will allow it. If you don’t bring your claims in small claims court (or if you or we appeal a small claims court judgment to a court of general jurisdiction), then the claims must be resolved by binding, individual arbitration. The American Arbitration Association will administer all arbitrations under its Consumer Arbitration Rules. You and we expressly waive a trial by jury. Any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. Neither you or PICX may seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity.
  25. The laws of the State of New York, to the extent not preempted by or inconsistent with federal law, will govern these Terms and any claim, without regard to conflict of law provisions.
  26. UPDATING THESE TERMS – We may change our Service and policies, and we may need to make changes to these Terms so that they accurately reflect our Service and policies. Unless otherwise required by law, we will notify you (for example, through our Service) before we make changes to these Terms and give you an opportunity to review them before they go into effect. Then, if you continue to use the Service, you will be bound by the updated Terms.