Terms of Use
Effective Date: April 6, 2026
This Terms of Use, including any other document referencing these Terms of Use, (collectively, “Terms”) are entered into between you and Adventure Soup Inc., its affiliates, subsidiaries, successors and assigns, (“Picsaurus”, “we”, “our”, or “us”) and applies to your use of and access to Picsaurus’ online services, including but not limited to the Picsaurus apps, the Picsaurus websites available at picsarus.com, the Picsaurus picture service platform (“Platform”) and any other product or service to which we apply these Terms (collectively, “Service”).
BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE PLATFORM YOU ARE AGREEING TO BE BOUND BY THESE TERMS.
IF YOU ARE USING THE SERVICES ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TERMS AND ARE AGREEING TO THE TERMS FOR THAT ORGANIZATION. WHERE YOU ARE USING THE PLATFORM ON BEHALF OF AN ORGANIZATION, “YOU” AND “YOUR” REFER TO THE ORGANIZATION.
THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IF PERMITTED IN YOUR JURISDICTION, THESE CLAUSES AFFECT HOW DISPUTES ARE RESOLVED BETWEEN YOU AND PICSAURUS. PLEASE READ THE ENTIRETY OF THIS AGREEMENT CAREFULLY.
1. Description of the Platform
The Services and Platform provide you with a multi-media storage, uploading and sharing service which allows tour operators (each, an “Operator”) to add value to their tours by granting their guests (each, a “Guest”) access to photos and other media content taken or produced by Operators, tour guides (“Guides”), and/or other Guests, during their tours in order to streamline the media sharing process. In addition to these features, the Service and Platform have also incorporated reservation and waiver information to allow Operators and Guests to efficiently coordinate tours and the sharing of media content.
2. Updates
Picsaurus reserves the right to modify these Terms at any time (each, an “Update”) and shall make each Update available at picsaurus.com. You are deemed to accept any Update by continuing to use the Platform. Unless Picsaurus states otherwise, an Update is automatically effective 30 days after posting online, except in such case where an Update is immaterial to any of your legal rights or legal obligations of Picsaurus and such Update is made only to correct a typographical, formatting or grammar inaccuracy, and in such case, an Update is effective immediately after posting online.
3. Accounts and Access to the Platform
3.1 Access and Operator Accounts. The Service is provided primarily through our Platform, which provides Operators with the ability to register an account (each, an “Account”) directly through the Platform. In order to register an Account on the Platform or otherwise use certain features of the Service, you must: (a) be at least 18 years old or the age of majority in your jurisdiction (whichever is older); (b) providing tours, guided expeditions or similar experiences in which Guests will participate in; and (c) legally authorized to enter into a contract with Picsaurus or otherwise capable of binding your entity or organization into a contract with Picsaurus. You represent and warrant that you (or the entity/organization you represent) are authorized to enter into this Agreement. In addition to the Platform, our websites provide you with access to publicly accessible content, for example, general information about Picsaurus.
3.2 Guide Profiles. Operators are able to register and invite tour guides who are employed or otherwise under contract with the Operator to create a specific Guide profile on the Platform (each, a “Profile”). Guides can include information on their profile such as their name, a biography, a display photo and links to online tipping platforms. Operators are responsible for managing their Guides and ensuring the Guides have read to and agree with these Terms. Operators are also responsible for ensuring that all media uploaded by a Guide complies with these Terms as well as the Operator’s policies regarding intellectual property rights, privacy rights and consent.
3.3 Guest Access. If you are a Guest who has attended a tour with a specific Operator, the Operator may provide you with access to a shared album on the Platform. Alternatively, you may reserve a booking spot or sign a waiver relating to a specific Operator directly and be granted access to a shared album thereafter. As a Guest you will not create an Account or Profile, but will be granted the opportunity to view media uploaded by your tour Operator or to share your own media in the Operator’s shared album. In addition to viewing and uploading media to the Platform, you may be able to directly leave reviews on your Guide and/or Operator, provide them with tips (where made available by the Guide and/or Operator), or download watermarked items. Guests who wish to purchase non-watermarked content may do so by paying the applicable fee as stated on the Platform and in accordance with the Purchases section of these Terms.
3.4 Accounts and Login Information. If you are an Operator with an Account, you may be permitted to delegate Account administration to certain sub-administrators such as designated Guides. In addition to these Terms, the registration of an Account may also require you to agree to additional terms, including but not limited to a separate service agreement or similar document governing your use of the Platform or Service (each, a “Service Agreement”). As an Account holder, you shall: (a) provide Picsaurus with accurate contact information, as requested by us, which may include but is not necessarily limited to your full name, current email address, company, position/role, phone number and such other information as required to register; (b) maintain the confidentiality of your Account log-in information (“Log-in Information”), which you shall use each time you log into your Account on the Service; (c) maintain and promptly update your contact and Log-in Information; (d) use commercially reasonable efforts to manage and ensure the security, confidentiality and authorized use of your Log-in Information and shall not share it with any other person or entity; and (e) be responsible for all activity through the Service that originates from any Account logged in through your Log-in Information. By using the Service and registering an Account, you hereby acknowledge that Picsaurus is not responsible for any loss or damage arising from your failure to maintain the confidentiality of your Log-in Information. If you detect unauthorized access to or use of your Account, you shall promptly notify us of such unauthorized access or use. For more information on the information we may collect as part of the Account registration process, please review our Privacy Policy.
4. SUBSCRIPTION AND LICENSE
4.1 Subscription and License. As an Operator, Picsaurus hereby grants you a limited, non-exclusive, non-sublicensable, non-transferrable, revocable, license to access and use, in accordance with these Terms, the Platform, the Service and all features associated with your Account and free or paid subscription in connection with the provision of the Platform to you. As a Guide, you are hereby granted a limited, non-exclusive, non-sublicensable, non-transferrable, revocable, license to access and use, in accordance with these Terms the Platform, the Service and all features associated with your Profile. As a Guest, you are hereby granted a limited, non-exclusive, non-sublicensable, non-transferrable, revocable, license to access and use, in accordance with these Terms, the Platform, the Service and all features available to Guests thereunder. In addition, if you are accessing the Platform through a software application provided by Picsaurus, you are granted a limited, non-exclusive, non-sublicensable, non-transferrable, revocable license to install one copy of such software on your computer or mobile device solely for use of the Platform in connection with the provision of our Services.
4.2 Subscription and License Limitations. If accessing the Platform pursuant to a subscription or license as described above, you shall use the Platform solely for your personal or commercial purposes (depending on your classification as Guest, Guide or Operator). Further details on the features available are as described directly on the Platform, website or other agreement between you and Picsaurus. You are not permitted to share an Account, Profile or guest link with any other person or entity, and we reserve the right to cancel your subscription, terminate your Account, remove your Profile or exercise discretion in limiting or suspending your ability to access the Service or Platform in the event you breach these Terms. Your failure to comply with these Terms may result in automatic termination of your Account or your access to the Services.
4.3 Marketing Services. In certain circumstances, we may also offer Operators with marketing services, using photos and media as well as augmenting their tours or providing additional tools to improve an Operator’s marketing. While some marketing services may be offered directly via the Platform, you may also be required to sign a separate Service Agreement in order to take advantage of all types of marketing services offered by Picsaurus. Where marketing services are provided, Picsaurus requires Operators to have all right, title and interest in the relevant media uploaded on the Platform to be used for their marketing or promotional purposes.
5. Payments
5.1 Purchases. If you use the Platform as a Guest, you agree to pay the costs, charges and applicable taxes associated with purchases you make via the Platform, including for photos or other content purchased from Picsaurus (“Content Purchases”). Please note that Picsaurus does not have control over the content provided by Operators, Guides and/or Guests via the Platform and the prices charged for content may be modified at any time, in Picsaurus’ sole and absolute discretion, except as otherwise limited by the Terms and applicable laws or regulations.
5.2 Payment Process. As a Guest, you may be required to provide Picsaurus with credit card information and if provided, you agree that Picsaurus may initiate payment for Content Purchases automatically using such credit card upon your confirmation. Content Purchases are processed by one or more third parties on behalf of Picsaurus and such third parties may change without notice to you. All payments are processed by a third party and Picsaurus does not store your credit card information. For further information on payment information we may collect to facilitate your Content Purchase please refer to our Privacy Policy at https://www.picsaurus.com/privacy-policy.
5.3 Refunds at Picsaurus’ Sole Discretion. You are not entitled to a refund unless otherwise required by applicable law or in Picsaurus’ sole and absolute discretion. In exceptional circumstances, you may request a refund if there has been an issue with a purchase made through the Platform, or you otherwise believe you are entitled to a refund. To make such request please contact us by emailing support@picsaurus.com with the subject line “Refund Request”. You acknowledge and agree that while you may request a refund of Content Purchases, unless otherwise required by law, Picsaurus is not under any obligation to issue a refund to you and may refuse to grant your request without notice to you. Note that Content Purchases are refunded at the sole and absolute discretion of the applicable Operator.
5.4 Promotional Offers. In certain circumstances, Picsaurus may, in its sole discretion, make available discounts, rewards, or other promotional offers to your Account, which offers are non-transferrable and subject to expiration or termination, as determined by Picsaurus in its sole discretion. Picsaurus will not send such promotional or marketing offers outside of your Account on the Platform unless you have consented to such communications and not subsequently revoked such consent.
6. PLAN, PAYMENTS, FEES, SUBSCRIPTIONS AND WITHHOLDING
6.1 Operator Fees. Each subscription requires you to agree to a specific tier of plan through the platform (each, a “Plan”). Your plan may contain access to different features or options and depending on the Plan selected. You acknowledge and agree that our payment processors may charge you fees in connection with its services and that such fees may be in addition to fees already agreed upon between you and Picsaurus.
6.2 Payments. In order to use the service, facilitate payments on the platform or otherwise use certain features, if you elect to pay by credit card, you hereby authorize Picsaurus or a third party designated by us (for example, stripe) to charge the credit card you provide for all fees owed to Picsaurus. By providing your credit card or other payment information to Picsaurus or a designated third party, you represent and warrant that: (a) you have the legal right to use any credit card(s) or other payment method(s) in connection with your payments to us; and (b) the information you provide for payment purposes is true, correct and complete. You shall provide a valid credit card and if such credit card changes or expires, or is revoked, disputed or not valid for any other reason, Picsaurus may suspend your account, your access to the platform or otherwise terminate these terms. By submitting payment information, you grant Picsaurus the right to provide such information to third parties, for the purpose of facilitating your purchases with us and agree to such third-party terms (as may be updated on one or more occasions). Picsaurus reserves the right to refuse or cancel any fees paid or other purchases made for reasons including but not limited to suspected fraud or any other reason, as determined in our sole and absolute discretion.
6.3 Taxes. All payments made by Picsaurus to you exclude applicable taxes and you, as an Operator, are solely responsible for paying all state, provincial, value-added, and other taxes, duties or fees associated with payments made to you via the Platform.
6.4 Subscription Plan. Depending on the Plan, Picsaurus may charge you on a monthly or annual basis for your use of the Platform (each, a “Subscription”). SUBSCRIPTIONS ARE BILLED IN ADVANCE ON A MONTHLY OR ANNUAL RECURRING BASIS, DEPENDING ON THE TYPE OF SUBSCRIPTION PLAN YOU SELECT WHEN PURCHASING A SUBSCRIPTION. AT THE END OF EACH BILLING CYCLE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW ON THE SAME TERMS UNLESS YOU DELETE YOUR ACCOUNT OR CANCEL YOUR SUBSCRIPTION PRIOR TO RENEWAL. YOU MAY CANCEL YOUR SUBSCRIPTION OR DELETE YOUR ACCOUNT BY CONTACTING PICSAURUS CUSTOMER SUPPORT TEAM AT support@picsaurus.com
Picsaurus may, in its sole and absolute discretion, modify the fees it charges for a Subscription at any time and shall become effective at the end of the then-current billing cycle. Picsaurus shall provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Platform after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.
7. Use of the Platform
7.1 Authorized Use. When using the Service or Platform, you must at all times comply with the Community Guidelines, available at www.picsaurus.com/community-guidelines and you may not:
a. knowingly provide false or inaccurate information to Picsaurus;
b. mirror, decompile, disassemble or reverse engineer the Service or otherwise attempt to derive the source code or gain unauthorized access to the Service;
c. alter, change or circumvent security related aspects of the Service;
d. use any automated system (bot, spider, etc.) to access the Service;
e. reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish or distribute the Service;
f. break, disrupt or attempt to break or disrupt any device used to support the Service or other’s experience or knowingly exploit a flaw or bug in the Service;
g. frame or mirror any part of the Service or use meta tags, code or other devices containing any reference to Picsaurus or the Service in order to direct any person to any other website for any purpose;
h. scrape, crawl, or harvest any data or personal information from the Service or Platform, including to provide such data to third parties;
i. store or transmit material that is infringing, libellous, unlawful or in violation of any person’s rights;
j. harass, abuse, bully, stalk, dox, threaten or impersonate any person;
k. upload any obscene, nude, pornographic, sexually explicit or other offensive content, even if such content is unintentionally captured;
l. sell, rent, lease or sublicense the Service, or access thereto, or information presented through the Platform, unless expressly permitted by Picsaurus;
m. use the service to train any artificial intelligence tools, large language models or automated decision-making tools or algorithms;
n. use the service to build a competitive service or product, or copy any features, functions, graphics or content for competitive purposes;
o. use the Service in connection with any commercial endeavors, except as expressly permitted by these Terms;
p. promote, encourage or undertake illegal activity or communicate, link to, post, stream, submit or upload content that contains illegal activity or otherwise objectionable or offensive conduct;
q. infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information; or
r. otherwise use the Service in any manner that violates these Terms, the Privacy Policy or any other agreement between you and Picsaurus,
as determined by Picsaurus in its sole discretion.
7.2 Suspension and Termination. Picsaurus may suspend or terminate access to the Service or Platform and/or your Account, without notice or compensation to you, at any time for any reason (or for no reason) including but not limited to technical issues or your non-compliance with these Terms. Picsaurus has sole discretion to lift a suspension or cancel a termination.
7.3 Availability. The Service may be unavailable due to maintenance or unforeseen cause beyond our reasonable control, including but not limited to, internet service provider issues, power or communications network failures, denial of service attacks or similar attacks, or any force majeure events. Such Service unavailability does not constitute a breach of the Agreement. Picsaurus disclaims all liability relating to Service unavailability.
7.4 Data Deletion. Upon the suspension or termination of an Operator’s Account, Picsaurus may delete all data, including Guest data and/or Guide data that is held by us or was otherwise available on the Platform. If you do not want data deleted at any point in time, Picsaurus suggests that you maintain an active Account.
7.5 Third Party Applications. The Service may feature integrations and embedded third-party services (“Third Party Services”). The Terms do not grant any license, right, title or interest in Third Party Services and you may be required to enter into agreements with one or more third parties in order to use such Third Party Services, which agreements you are solely responsible for determining the suitability of. If you use Third Party Services, we may permit Third Party Services to access certain of your data as required for the integration or use of such Third Party Services with the Service and as further permitted by our Privacy Policy. Integration of Third-Party Services is contingent upon third parties permitting us to integrate the Service with their respective Third Party Services and such permission and/or integration may end at any time without notice or compensation to you.
7.6 Privacy Policy. Use of the Platform is governed by a Privacy Policy detailing how Picsaurus collects, uses and discloses personal data about you and is available at https://www.picsaurus.com/privacy-policy. If at any time you disagree with the Privacy Policy, you must immediately stop use of the Platform and contact Picsaurus at support@picsaurus.com
8. Operator Representations and Warranties
If you are an Operator, you represent, warrant and agree at all times, that you and all Guides you employee or contract:
a. have all appropriate licenses, approvals and authority to provide tours to third parties in all jurisdictions in which you operate;
b. own, or have the legal right to operate your tour and meet all applicable statutory and regulatory requirements for operations of its kind;
c. are named or scheduled on a valid insurance policy, as legally required in your jurisdiction, covering your interactions with Guests;
d. if you connect a reservation/waiver or 3rd party platform to Picsaurus, you have all applicable rights to the data received through that 3rd party, and have permission to use such data on the Platform; and
e. for any Guest information (including but not limited to any content of Guests capturing their name, image and/or likeness) you enter or upload into the Platform, manually or via integrations, you have gained explicit permission from the Guest, either verbally or written or via agreed terms.
9. PROPRIETARY RIGHTS
9.1 Ownership and Rights. The Service, Platform and constituent parts thereof are the proprietary property of Picsaurus and its licensors, and all right, title and interest in and to, including all associated intellectual property rights, remain with Picsaurus and its licensors. You may not remove or modify any proprietary marking or restrictive legends in the Service. The Terms do not convey any right, title or interest in, or constitute the sale of any right to, the Service. You acknowledge and agree that you have no ownership or other property interest in your Account and that all rights in and to your Account are and shall be forever owned by and inure to the benefit of Picsaurus, excluding User Content. The trademarks, logos, and service marks (collectively, “Trademarks”) displayed on the Service are registered and unregistered marks of Picsaurus or are otherwise used in accordance with applicable law. Nothing contained in the Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Trademarks without Picsaurus’ written permission. Picsaurus reserves all rights unless expressly granted in these terms.
9.2 User Content. You may provide Picsaurus with pictures, video, comments, recommendations, advice, ideas, submissions, forum posts or other information (“User Content”). By providing User Content, you represent and warrant that all consents, licenses and rights necessary to license User Content to Picsaurus are obtained and hereby grant Picsaurus an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment. Picsaurus is under no obligation to review or act upon any User Content that you provide. In addition, you agree that Picsaurus may use, store and modify your User Content as may be necessary to: (a) provide the Service; (b) create anonymous, aggregated or statistical data; (c) improve or modify the Service; (d) create new products or services; (e) analyze the Service and its use and publish the results of such analysis; and (f) deliver relevant information and communications about the Service.
9.3 Business Ownership and Rights. As an Operator, you retain all right, title and interest in all information, pictures, content and data owned or licensed by you that you upload or share through the Platform, allow Picsaurus to access during your use of the Platform or sell to a Guest via the Platform (“Operator Property”). The Terms do not convey any right, title or interest in, or constitute the sale of any right to, Operator Property, and you represent and warrant that all consents, licenses and rights necessary to license Operator Property are obtained prior to the sharing or selling of any of Operator Property with/to Picsaurus or a Guest. Picsaurus and each Guest shall not use or access Operator Property except when you, as an Operator, make such Operator Property available. When making a sale of any content via the Platform you, as an Operator, hereby grant each applicable Guests license rights to such content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights that you, as an Operator, own or have rights to, as further described upon any purchase made via the Platform.
9.4 DMCA. Picsaurus responds to notices alleging copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”). If you wish to make a DMCA claim, you must provide the following information in writing in your DMCA notice:
a. identify the copyrighted work that you claim has been infringed;
b. identify the material claimed to be infringing and where it is located;
c. provide reasonably sufficient information to allow Picsaurus to contact you, such as your address, phone number and e-mail address;
d. provide a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or law;
e. provide a statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner; and
f. provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner.
Picsaurus may provide you notice if your communication, post, submission or upload was removed as a result of Picsaurus receiving a DMCA notice from a copyright owner. If you receive notice from Picsaurus, you may provide a counter-notification in writing to Picsaurus’ designated DMCA agent through the means provided below.
DMCA notices can be sent to Picsaurus by emailing support@picsaurus.com or by mail:
Adventure Soup Inc
4730 University Way Neste. 104-#105
Seattle, WA 98105
10. Term and Termination
10.1 Term. These Terms are effective as of the date you first access the Service and terminates upon the earliest of: (a) Picsaurus’ termination of these Terms, which may occur anytime and without notice or reason to you; (b) Picsaurus’ termination of your Account, Profile or shared album link; or (c) your termination of these Terms pursuant to section 10.2. Upon Termination, Picsaurus shall remit fees owed, minus any taxes and processing fees owed to a Payment Processor.
10.2 Your Right to Terminate. If at any time you disagree with these Terms, Privacy Policy, any Service Agreement or any other agreement between you and Picsaurus, you must immediately stop use of the Platform, uninstall any Picsaurus software from your computer or mobile device and notify Picsaurus of your intention to terminate by emailing support@picsaurus.com.
11. DISCLAIMER and Limitation of Liability
You acknowledge and agree that the following disclaimers are made on behalf of Picsaurus, each of its officers, directors, shareholders, employees and agents, and its subsidiaries, parents, affiliates, successors and assigns.
11.1 DISCLAIMER. THE PLATFORM IS PROVIDED TO YOU “AS IS” AND PICSAURUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SHAREHOLDERS AND THIRD PARTIES WE ENGAGE IN CONNECTION WITH THE PLATFORM (COLLECTIVELY, “RELATED PARTIES”), DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, PICSAURUS AND RELATED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE PLATFORM WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK, OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, PICSAURUS AND RELATED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM AND SERVICES PROVIDED VIA THE PLATFORM WILL COMPLY WITH APPLICABLE LAWS, MEET YOUR REQUIREMENTS, NOT CAUSE, RESULT IN OR CONTRIBUTE TO INJURY TO YOU OR DAMAGE TO YOUR PROPERTY OR PROPERTY OF OTHERS, THAT SERVICES PROVIDED ON THE PLATFORM WILL BE COMPLETED, OR THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY PICSAURUS AND RELATED PARTIES SHALL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE PLATFORM AND SERVICES PROVIDED THROUGH THE PLATFORM.
11.2 LIMITATION OF LIABILITY. PICSAURUS AND RELATED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICES PROVIDED VIA THE PLATFORM INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES.
11.3 MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD PICSAURUS AND RELATED PARTIES FROM LIABILITY, YOU AGREE THAT PICSAURUS AND RELATED PARTIES’ MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO PICSAURUS (IF YOU ARE A GUEST) OR THE TOTAL OF PAID BY PICSAURUS TO YOU (IF YOU ARE AN OPERATOR), IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.
11.4 Indemnity. You shall defend and indemnify Picsaurus and Related Parties against any claim, demand, suit or proceeding made or brought against Picsaurus or Related Parties in connection with your use of the Platform, including but not limited to: (a) your breach of these Terms; (b) your violation of any law or the rights of Guest or other third parties; (c) any damage, injury or death you cause or act of negligence, gross negligence or intentional misconduct you engage in while using the Platform; (d) any information or other materials you provide to Picsaurus infringing or misappropriating a third party’s intellectual property or other proprietary rights; and (e) anything otherwise connected to the Platform.
12. Dispute Resolution
12.1 Arbitration. You agree to that any disputes or claims between you and Picsaurus, including Related Parties, shall be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. The Seat of Arbitration will be Toronto, Ontario, or come other nearby location selected by Picsaurus in its sole and absolute discretion. The language of the arbitration will be English. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION 12.
12.2 CLASS ACTION PROHIBITION. YOU AGREE THAT ANY ARBITRATION OF A DISPUTE OR CLAIM SHALL BE LIMITED BETWEEN PICSAURUS AND RELATED PARTIES AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINT WITH ANY OTHER AND YOU HAVE NO RIGHT OR AUTHORITY TO: (A) ARBITRATE A DISPUTE OR CLAIM ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND TO (B) RAISE A DISPUTE OR CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO HAVE ANY DISPUTE OR CLAIM RESOLVED AS A PLAINTIFF OR MEMBER OF A CLASS ACTION.
13. General
13.1 Independent Contractor. The relationship between Picsaurus and each Operator is that of an independent contractor and nothing in these Terms shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Picsaurus and an Operator.
13.2 Notice. Any notice required by the Agreement shall be given by email to Picsaurus at support@picsaurus.com and by Picsaurus to you at the email address you provide to Picsaurus, as updated on one or more occasions, such notice deemed received upon sending.
13.3 Governing Law. These Terms are governed by the laws of the province of Ontario without regard to choice of law principals. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the province of Ontario to hear any proceedings related to these Terms that go beyond arbitration.
13.4 Limitation Period. Any cause of action arising out of or related to the Agreement or the Service must commence within one year after the cause of action accrues and, if not, is permanently barred. The parties acknowledge that the foregoing constitutes a modification and shortening of the limitation period set forth in statute and agree to shorten the limitation period.
13.5 Publicity. If you have registered a subscription and Account(s), you agree that Picsaurus may use your name and reference you as a customer for our advertising, promotional or similar public purposes and you hereby grant Picsaurus a non-exclusive, worldwide license to your name and logo for such purposes.
13.6 Severability and Waiver. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of these Terms in full force and effect. No failure or delay by a party in exercising any right, power or remedy under these Terms constitutes a waiver.
13.7 Force Majeure. Except with respect to your obligation to make payments, neither party shall be held responsible for any delay, deficiency or failure in performance due to causes beyond its reasonable control including, but not limited to, fires, strikes, embargoes, explosions, earthquakes, hurricanes, floods, wars, the elements, epidemics, pandemics, labor disputes, government requirements, acts of war and terrorism, civil or military authorities, inability to secure raw materials or transportation facilities, acts or omissions of carriers or suppliers.
13.8 Assignment. Picsaurus may assign these Terms without your consent or notice to you. You cannot assign these Terms.
13.9 Survival. Sections 6, 7, 8, 9, 10, 11, 12 and 13 survive termination of these Terms.
13.10 Entire Agreement. These Terms and documents it incorporates by reference, including but not limited to the Privacy Policy and Service Agreement(s), constitute the entire agreement between you and Picsaurus with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.
