Menu
These terms of service (“Agreement” or “Terms”) are a legally binding agreement between you (“Creator,” “you”), and Picky, Inc., a Delaware corporation, including its subsidiaries and affiliates (“Picky,” “we,” “us,” or “our”).
Picky is the owner and operator of a unique technology platform (the “Platform”) and provides products and services (collectively, with the Platform, App and Website, referred to as the “Services”) that enables companies or its agencies, who wish to create content and/or advertise their products and services (“Brands”), and influencers and others who create Content (“Creators”) to collaborate on the Brand’s advertising campaign (“Campaign Brief”). You may create, copy, text, video, images, photographs, graphics, messages or other materials (“Content”) pursuant to your participation in the Campaign Brief or advertising for a Brand or its agency (a “Campaign”) and post, promote, and advertise the Content through your media network (including your website or your posts on any website or social media provider account) using the Services.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY DOWNLOADING OUR MOBILE APPLICATION, ESTABLISHING AN ACCOUNT, USING THE PLATFORM AND/OR OUR SERVICES, YOU AGREE THAT YOU: (A) HAVE READ AND UNDERSTOOD THIS AGREEMENT; (B) REPRESENT THAT YOU ARE AT LEAST 18 YEARS OLD OR THAT YOU HAVE PERMISSION FROM YOUR PARENT OR LEGAL GUARDIAN TO CREATE AN ACCOUNT AND AGREE TO THIS AGREEMENT; AND (C) AGREE THAT YOU ARE LEGALLY BOUND BY THIS AGREEMENT AS WELL AS ANY APPLICABLE UNDERLYING CAMPAIGN BRIEFS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES.
PLEASE NOTE THAT BY USING THE WEBSITE, APP, PLATFORM AND/OR THE SERVICES YOU ARE AGREEING TO BE BOUND BY AND TO COMPLY WITH THE TERMS DESCRIBED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR WEBSITE, APP, PLATFORM, AND/OR SERVICES AND EXIT IMMEDIATELY.
Subject to your compliance with the terms of this Agreement, we grant you access to the Platform through our mobile application(s) (the “App”) and/or our website for Creators that is available at creatorsapp.gopicky.com (the “Website”) to use our Services.
If you access the Services via our App, we grant you a non-exclusive, revocable, non-sublicensable and nontransferable license during the Term to: (a) download, install, and use the App for your use in accordance with these Terms on a single mobile device owned or otherwise controlled by you (“Mobile Device”), and (b) access, stream, download and use on such Mobile Device content and Services made available in or otherwise accessible through the App in accordance with these Terms.
Some or all of the Services’ functionality may not work with all carriers or mobile devices. By accessing the Services on a Mobile Device, you agree that we may communicate with you by push notifications, text message, or other electronic means to such Mobile Device and that certain information about your usage of the Services through the Mobile Device may be communicated to us.
You agree that the Services, including, without limitation, graphics, trademarks, and editorial content, are owned by Picky and/or its licensors, and is protected by applicable intellectual property and other laws. You agree that you will use the Services only as permitted by this Agreement.
You agree not to, among other things: (i) take any action to contest our intellectual property rights or infringe them in any way; (ii) use the Services for any illegal or unauthorized purpose; (iii) remove any proprietary notices or labels; or (iv) reproduce or distribute copyrighted materials of Brands unless you are duly authorized by such Brands to do so. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Picky is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages that you may receive as a result of using the Services.
You acknowledge and agree that the Services are provided under license, and not sold, to you. Except to the extent necessary to access and use the Services, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to the Services whether expressly, by implication, estoppel or otherwise. Picky and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
You agree that you and all of your Content will fully comply with applicable laws, rules, regulations, and industry guidelines, including but not limited to the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, 16 CFR Part 255 (collectively, “Applicable Laws”), and that you will disclose in every post that mentions or features a Brand that you have received benefits from the Brand as described in this Agreement and the Campaign Brief.
You will cooperate with us in removing or modifying any inappropriate Content relating to the Brand, its products, or the Campaign Brief from your blog, website, or your accounts on social networking websites (“Social Media Provider”) or any other media over which you have control. To the extent you are not in compliance with the terms required under this Agreement (without limiting any remedies that may be available to us and a Brand in law or equity), you will promptly remove and take down any non-compliant Content from the Platform and from any Social Media Provider.
You represent and warrant that: (a) you have the full power and authority to enter into this Agreement and any Campaign, and neither this Agreement nor your activity hereunder conflicts with any obligation on your part; (b) all information submitted by you and all statements made by you will comply with all Applicable Laws and is accurate, and (c) to the extent that you upload any Content through the use of the Services, you represent that you own all rights in, or have authorization or are otherwise legally permitted to upload, such Content and that such Content does not infringe on any third party intellectual property or other rights, including, without limitation, patent, copyright, trademark or trade secrets, in such Content, violate any terms of service applicable to any Social Media Provider, or this Agreement; (d) you are legally permissible to work on any Campaign that you apply to participate in, including compliance with any Fair Labor Standards Act (FLSA) or other youth or child labor laws for Creators who are under 18 years of age; (e) you are not under 13 years of age; (f) you will not disparage, defame, or other diminish the good will or reputation of Picky, the Brands, and/or the Agencies; and (g) participate in a Campaign or otherwise work for a competitor of a Brand while you are participating in a Campaign of the Brand, unless otherwise agreed in writing with such Brand.
You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, and contractors (collectively “Indemnitees”) harmless from any damages, liabilities, litigation, judgments, settlements, penalties, fines, expenses, including attorneys’ and experts’ fees, and other comparable costs (collectively “Damages”) that arise from or relates to a breach of the representations and warranties set forth in this Section 5 of these Terms.
You grant to Picky and its affiliated entities a perpetual, royalty-free, fully paid up, irrevocable and non-exclusive license to copy, display, modify, distribute, store and otherwise use the Content you submit to the Platform for the purposes of: (a) conducting our, and our affiliated entities, marketing activities in the promotion of the Services including but not limited to email marketing, case studies, cover photos, and use on our social networking websites, websites, and mobile applications and (b) performing our obligations under this Agreement, including provisioning your participation using the Services under a Campaign Brief.
Subject to the terms of the applicable Campaign Brief, you to grant to Brand or its agency an exclusive (except to the rights granted herein), worldwide, royalty-free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to copy, display, upload, distribute, store, modify and otherwise use any Content that you upload, transfer or post using the Services or otherwise use in connection with a Campaign.
To use the Services, you need to establish an account by signing up through our App or our Website (the “Account”). You agree to provide accurate, current and complete information about yourself. Registration data and other information about you and this Agreement are used, stored and disclosed in accordance with our Privacy Policy. You acknowledge and agree: (i) to provide accurate and complete Account and login information (where applicable) (e.g., full name and email); (ii) to keep all Account login details and passwords secure at all times; (iii) to remain solely responsible and liable for the activity that occurs in connection with your Account; and (iv) to promptly notify us in writing if you become aware of any unauthorized access or use of your Account or the Platform. You represent and warrant that if you are entering into these Terms on behalf of your employer or other legal entity, that you have full authority to bind said employer or other legal entity to this Agreement. Once you create an Account you will be able to customize your profile (“Creator Profile”). You are liable for any Damages caused by any unauthorized use of your password, user name, or Account.
If you are under 13 years of age, do not create an account, download our App, or access our Services in any manner. Picky’s Services are not intended for anyone under 13 years of age. If you believe someone under 13 years of age may have created an Account on our Platform, please let us know by contacting us at [email protected].
If you are between 13 years of age and 18 years of age, then you may create an Account only if (a) you have permission from your parent or legal guardian to create an Account and to agree to these Terms, and upon request you are able to provide proof of such permission, and (b) you are legally permissible to apply for and complete Campaigns under the applicable federal and state laws and regulations, including compliance with Fair Labor Standards Act (FLSA) or other youth or child labor laws, if applicable.
If you are found to be in breach of this Section, Picky reserves the right of terminating your Account immediately and barring you from establishing any other Account, without giving any notice to you.
DO NOT SIGN UP FOR AN ACCOUNT IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THIS AGREEMENT. BY OPENING UP AN ACCOUNT YOU AGREE TO BOUND BY AND COMPLY FULLY WITH THIS AGREEMENT.
In order to fully use the Services, you will need to verify your Social Media Provider account(s). Once your Social Media Provider is verified by us, we may access information and relevant data provided by you and your Social Media Provider, and we will use, store and disclose such information in accordance with our Privacy Policy. You may need to provide your login information including your password, directly to such Social Media Provider, and not to us. We are not responsible for any action taken by the Social Media Providers, or the accuracy or availability of any information provided by the Social Media Providers.
You agree to defend, indemnify, and hold Picky and its Indemnitees harmless from any and all Damages that result from your breach of this Section 7.
By establishing an Account with Picky, you agree to receive communications from us, including via e-mail, text messages, and push notifications. If you wish to not receive any promotional emails from Picky please email [email protected] or follow the unsubscribe options in the promotional emails.
You may not be able to unsubscribe from receiving essential Service-related and Account-related informational (transactional) emails from Picky. If you do wish to unsubscribe from such emails, please send your request to [email protected] with subject line: “Unsubscribe from Picky Transactional Emails.” Please note that unsubscribing from such emails will impact your use and enjoyment of Picky Services, including the Platform, Website and App, and will impact your communication with us and/or Brands.
You are responsible for your conduct and any Content that you upload, share, post, submit, publish, send, display or transmit (collectively, “Transmit”) via the Services. For example, you agree that you will never use the Services to:
You may be able to view different Brands’ Campaigns based on your followers on Social Media Provider and any other parameters decided by the Brands. Brands may require you to provide certain information related to your age, gender, or location in order to participate in a Campaign. See our Privacy Policy for more information. You may decline to provide this information. But if you do, you may not be able to participate in a Campaign.
The Campaigns that you can see and apply to are solely based on social networks that you have connected to the Platform and your follower counts on such social networks, and not on your age, gender, or location, or any other information you provide to us, unless otherwise communicated to you via the Platform or other communications, such as email or based on parameters as further described in a Campaign Brief. However, you may be a recommended match for a Campaign based on information you provide and the information provided by Brand or its agency. These recommendations in no manner guarantee that the Brand or its agency will select you to participate in the Campaign. You may participate in multiple Campaigns with different Brands or agencies provided such Brand or its agency approves you participation in such Campaigns.
By using the Services, including but not limited to when you apply to a Campaign Brief or engage with us, you authorize us to provide the Brand or its agency with some or all of the following information concerning you:
A Campaign Brief includes the terms, conditions, fees, parameters, specifications, and other terms and conditions of a Brand’s campaign. The Campaign Brief is a legal contract between you and the Brand and/or the agency on behalf of the Brand. You agree to treat the contents of the Campaign Brief and any information related to the Brand and its agency as confidential and not to disclose such information to any third party.
The Brands and/or the agencies are a third party beneficiary of this Agreement and, upon your acceptance of this Agreement and participation in a Campaign, the Brand and/or its agency shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary hereof. This Agreement incorporates by reference the Brand’s and/or its agency’s Brief, which is an enforceable agreement between you and the Brand and/or its agency.
Your access to and use of the materials in the Campaign Brief requires you to review, acknowledge and accept the terms of the Campaign Brief, and once executed by you, will constitute a valid and binding agreement, and such terms and conditions will be incorporated into this Agreement for all purposes. Your failure to agree to the Campaign Brief will restrict you from participating in the Campaign. Any non-compliance by you with the terms of such Campaign Brief will be deemed a violation of this Agreement.
In order to assign you a Campaign or approve your participation in a Campaign, Brands may be able to view your avatar, ratings, and content posted on your Social Media Provider. They will also be able to look at your stats related to completion of your Campaigns, etc. If necessary, Brands will contact you through the Service.
If your participation in a Campaign is approved and accepted by the Brand and/or its agency on behalf of the Brand, you agree to Transmit the Content to your Social Media Provider as directed in the Campaign Brief. Unless otherwise agreed upon in writing with a Brand, you agree that the Content that you produce for a Campaign will be fully owned by the Brand to the fullest extent allowed by Applicable Laws and that you will not have the right to use such Content after the Campaign without the prior written consent of the Brand and/or its agency on behalf of the Brand.
You acknowledge, agree, represent, and warrant that (i) Picky will not in any manner approve or be responsible for your Content whether or not posted on the Platform or you use our Services in connections with a Campaign, and (ii) you are solely responsible for your Content whether or not posted on the Platform or you use our Services in connection with a Campaign. You agree to defend, indemnify, and hold Picky harmless from any Damages arising out of or in connection with your breach of this representation and warranty.
You agree not to use any Content in a Campaign which is not approved in advance by the Brand and/or its agency. You agree to comply with all of the terms and conditions of the Campaign Brief. By posting Content on any social media, you agree to comply with and be bound by the terms and conditions of the Campaign Brief. Do not post Content if you do not agree to all of the terms and conditions of the Campaign Brief.
After your Content is approved by the Brand or its agency, the Brand or its agency may be able to give you a review based on the criterion that is listed on the Campaign Brief.
In connection with your participation in a Campaign, you agree at all times to comply with the following code of conduct:
Subject to your compliance with this Agreement and the Campaign Brief you shall be compensated in United States dollars (“Payment”) for the Content that is accepted by the Brand and posted to your Social Media Provider accounts or webpages in accordance with the terms of the Campaign Brief. To the extent that you are entitled to Payment, we will determine the method and you will provide reasonable cooperation in facilitating the Payment.
You agree:
In the event that any information is disclosed to you through your access to the Services related in any way to Picky and its business and the business of its customers which it deems to be confidential and proprietary, including but not limited to any Campaign Brief, you agree to hold such information in the strictest of confidence.
You acknowledge that we or a Brand or its agency may provide confidential and proprietary information to you in connection with your use of the Services or participation in a Campaign including, but not limited to Picky’s Platform, App, identity of our customers, including any Brand or its agency contacts, names, phone numbers, addresses, e-mail addresses, campaign, Campaign Brief, campaign history, campaign preferences, pricing information and other information regarding a Brand’s products, services, or initiatives, or other topics of the Campaign Brief and all other information which Picky considers to be confidential and proprietary or any special treatment that you may receive (which Picky reserves the right to provide in its sole discretion to any creator).
Except as needed to perform your obligations hereunder, during the Term, you shall keep confidential and not disclose any information contained in a Campaign Brief or prepared for while participating in a Campaign, including, but not limited to, topics, story projects or source information, prior to such information becoming available to the public.
You will also keep confidential and not disclose the terms of this Agreement or to use any such information for your own purposes.
Any information provided by you and marked as “confidential” shall be deemed confidential information.
Each party agrees that it will take all appropriate steps to protect confidential information from unauthorized disclosure, that it will not disclose such confidential information to any third party, and that it will not use any Confidential Information (other than as authorized by this Agreement) without the prior written consent of the other Party. Notwithstanding the above, each party may disclose the other party’s confidential information to its employees, consultants and representatives on a need to know basis, provided that it shall remain liable for any breach of the confidentiality obligations under this Agreement by any of the aforementioned persons. The parties’ obligations with respect to confidential information shall continue for a period of 5 years from the date of termination or expiration of this Agreement or until such confidential information becomes publicly known, other than by breach of this Agreement by such Party.
1. If Picky and/or its affiliates, officers, employees, managers, directors, customers and agents (the “Indemnified Parties”) incur or suffer any loss or liability whatsoever (including but not limited to a fine, penalty, damages award, legal costs and expenses such as attorney’s fees, etc.) under or in connection with any demand, claim, suit, or proceeding made or brought by a third party (whether by an individual, organization, or governmental agency) against Picky Indemnified Parties which could arise from the following: (a) a breach of this Agreement or underlying Campaign Brief and/or from any use of the Services; (b) any other party’s access and use of the Service with your unique username, password or other appropriate security code; (c) the negligence, gross negligence or willful misconduct of you or your employees, agents or contractors; (d) incorrect information provided by you in your Account or elsewhere; or (e) a failure by you or your employees, agents, contractors or invitees to comply with Applicable Laws and regulations, (each, a “Claim“), you shall: (a) Indemnify and hold harmless the Picky Indemnified Parties for such losses and liabilities; and (b) Defend Picky Indemnified Parties against the Claim, at your own cost and expense.
2. Indemnity Procedure. As a condition to indemnification under this Section (INDEMNIFICATION), the Indemnified Party agrees: (A) to provide you with prompt written notice of the Claim; (B) to cede to you sole control of the defense and settlement of the Claim (except that any settlement shall require the indemnified Party’s prior written consent, not to be unreasonably withheld, conditioned or delayed); (C) to provide you with all information and assistance reasonably requested; and (D) not to admit any liability under (or otherwise compromise the defense of) the Claim. The indemnified Party may participate in the defense of the Claim at its own cost and expense.
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, (II) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
YOU AGREE THAT PICKY IS NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR USE OF OUR SERVICES, OR PARTICIPATION IN A GIG. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO PICKY FOR THE ABILITY TO ACCESS THE PLATFORM AND/OR USE OF THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PICKY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING FEES NOT RECEIVED AS A RESULT OF MALFUNCTION OF THE PLATFORM, WHETHER DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.
IN NO EVENT SHALL PICKY’S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES OR THIS AGREEMENT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) OR ANY AMOUNTS PAID BY PICKY TO YOU IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.
YOU AND YOUR HEIRS HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, PICKY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AGENTS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR ACCESS TO OR USE OF THE SERVICES.
This Agreement is effective upon your creation of an Account. This Agreement may be terminated: (a) by you, without cause, upon seven (7) days’ prior written notice to Picky; or (b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 13 of this Agreement.
In addition, Picky may, immediately and without notice, terminate this Agreement, deactivate your Account, or your Campaign (as applicable) in the event: (1) you no longer qualify to participate in a Campaign; (2) you fall below Picky or a Brand’s rating; (3) Picky has the good faith belief that such action is necessary to protect the Brand, other Creators, or Picky’s Platform and/or Services; or (4) at the request of the Brand.
In the event of a deactivation pursuant to (1)-(4) above, you may, at Picky’s sole discretion, be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Picky’s or Brand’s (as applicable) reasonable satisfaction prior to Picky permanently terminating the Agreement.
For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach (to the extent curable). If the breach is cured in a timely manner and to Picky’s satisfaction, this Agreement will not be permanently terminated.
Sections 2, 3, 4, 6, 7, 8, 9, 11 to 31 shall survive any termination or expiration of this Agreement.
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. Each Creator acknowledges and agrees that (a) he/she is free from the control and direction of Picky in connection with his/her development of Content, participation in a Campaign, or performance of his/her obligations and duties under these Terms and the Brief, (b) the services to be performed by such Creator under this Agreement and the Brief are outside of the usual course of Picky’s business, and (c) such Creator is customarily engaged in an independently established trade, occupation, or business of the same nature as the services to be performed pursuant hereto or the Campaign Brief. The Creator will be solely responsible for determining the method, details and means of performing the services hereunder and in the Campaign Brief and the Campaign. Neither party shall be the authorized agent of the other party or have the right or authority either express or implied to create or incur any liability against or on behalf of any other party other that those obligations and liabilities in this Agreement.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (“Submissions”), and all rights, including intellectual property rights in such Submissions shall belong exclusively to us and that such Submissions shall be considered Picky’s confidential information and you hereby irrevocably and unconditionally transfer and assign to Picky all intellectual property rights you have or may have in such Submissions and waive any and all moral rights that you may have in respect thereto.
1. Removal of Content. Pursuant to the Digital Millennium Copyright Act (the “DMCA”), we have designated a Copyright Agent (as specified below) to receive notifications of claimed copyright infringement in connection with the Services. Please be advised that we enforce a policy that provides for the termination in appropriate circumstances of users of the Services who are repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the Copyright Agent with the following information in accordance with the DMCA:
In the event that you submit an incomplete or deficient Notice or Counter Notice to Picky, Picky is not obligated to respond or to take further action on the matter.
2. Counter-Notification. If you believe that the material you posted was removed from the Services by mistake, and that you have the right to post the material, you may elect to send us a counter-notification. To be effective the counter-notification must be a written communication provided to our Copyright Agent that includes substantially the following (please consult your legal counsel or see the DMCA to confirm these requirements):
3. Misrepresentations. Please note that under the DMCA (at 17 U.S.C. Section 512(f)) any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability.
4. Copyright Agent. Our agent for notice of claims of copyright infringement (“Copyright Agent”) can be reached as follows: Picky, Inc., email: [email protected].
This Agreement is only for the benefit of you, the Creator. You shall have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void; provided however, if you are a Company or a legal entity using our Platform and Services, then upon our prior written approval, your employees or consultants may participate in the Campaigns. Picky may assign this Agreement at its sole discretion and without any limitations.
You agree not to promote, approach or use, distribute, transfer, provide, sub-license, share with, or otherwise offer the Services in violation of any Laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”) the Services to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation.
Picky reserves the right, at its sole discretion to modify or discontinue, temporarily or permanently, the Platform, Services or to modify this Agreement at any time and without prior notice. If we modify this Agreement, we will post the modification on the Website or the App. Modifications to this Agreement will automatically take effect upon posting; provided, however, that material changes to this Agreement will be effective as to an existing Creator thirty (30) days after posting. By continuing to access or use our Platform or Services after we have posted a modification, you are indicating that you agree to be bound by the modified Agreement.
During the Term and for five (5) years after that, you agree that you will not disparage Picky or any of Picky’s officers, directors or employees or otherwise take any action that reasonably be expected to adversely affect Picky’s reputation. For purposes of this Agreement, “disparage” shall mean any negative statement, whether written or oral, about Picky or any of its officers, directors or employees. You agree and acknowledge that this non-disparagement provision is a material term of this Agreement, the absence of which would have resulted in Picky refusing to enter into this Agreement.
Neither you or us shall be obliged to perform any of its obligations herein if either you or us is prevented from doing so by a situation of force majeure. “Force majeure” events shall include events beyond the reasonable control of either you or us including acts of God, acts of government, acts of nature, strikes or riots, as well as improper performance by Picky’s suppliers and customers, including Picky’s clients, agencies or technology suppliers, including defects in objects, materials or software of third parties.
This Agreement shall be governed by the law of the State of Delaware, without respect to its conflicts of laws principles. We each agree to submit to the personal jurisdiction of a state or federal court located in San Jose, California, for any actions relating to this Agreement.
This Agreement along with the Privacy Policy constitutes the entire agreement between you and us and supersedes any prior agreements between you and us with respect to the subject matter herein. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, we both nevertheless agree that the court should endeavor to give effect to our intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. All the sections intended to survive the termination of this Agreement shall survive. The section titles in this Agreement are for convenience only and have no legal or contractual effect. Except as explicitly stated otherwise, any notices to Picky shall be given by certified mail, postage prepaid and return receipt requested to Picky, Inc., 325 Sharon Park Dr. Suite 430, Menlo Park, 94025 CA, USA, or via email: [email protected]. Any notices to you shall be provided to you through our Website or App, or given to you via the email address or physical address you provide to Picky during the registration process.
Each Party agrees to fully comply with the applicable privacy regulations. We will use any personal information that we may collect or obtain in connection with the Services in accordance with our Privacy Policy available at: creators.gopicky.com/privacy, as may be updated from time to time. You further agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.
Last updated: October 26, 2022
