Terms of Service

PicoNext Terms of Service Agreement

Updated 11 November 2024

Welcome to PicoNext! The PicoNext website (PicoNext) is owned and operated by PicoNext, Inc., referred to as ‘PicoNext’, ‘Company’, and or ‘we’, and or ‘our’. By using or submitting information or files to PicoNext and the associated systems, services, websites, or subdomains, templates, owned or controlled by PicoNext, (termed the ‘Service’), you, the ‘User’ understand and agree to the following ‘Terms’ and conditions of the Service along with the Terms and conditions as stated in our Privacy Policy, and the Terms and conditions as stated in our Coupon Terms. PicoNext is a Service that permits Users to create or upload both ‘Content’ which is defined as any combination of video, images, artwork, fonts, text, music, sound, sound effects or ideas into a video, image, or other creative Production (including but not limited to Digital Product Passports, “DPP(s)”, among other Productions) and allows Users to mint and register Production Content as a ‘Token’ on a cloud-hosted system (website) or on public Blockchain ledgers (such as Ethereum or Polygon) as Web3 Tokens also called Non-fungible tokens termed ‘NFT’ (or ‘NFTs’) in this Agreement, further defined below) and participate in related marketing programs hosted by or facilitated by PicoNext.

Your continued use of this Service constitutes acceptance of these Terms and any subsequent changes to these Terms. BY USING THE SITE, YOU AGREE TO THESE TERMS OF SERVICE; IF YOU DO NOT AGREE, DO NOT USE THE SERVICE.

The Terms of this Agreement apply to all Users of the site--everyone using the system including but not limited to persons or organizations creating, minting, collaborating, editing, posting, sharing and commenting on Content or any other person or entity using the system for any reason.

PicoNext may change, amend, or update these Terms at any time and without prior notice. It is your responsibility to check the Terms of Service periodically for changes. All amendments to these Terms are automatically valid and enforceable at the time when first posted on this Site.

This Agreement also contains an Agreement to Arbitrate that determines how claims against the Company will be resolved. Arbitration requires you the User to submit claims to binding and final arbitration. Under the paragraph ‘Agreement to Arbitrate’, below, you will:

• Only be permitted to pursue claims against on an individual basis, not in any class action or group representative action or proceeding and
• Only be permitted to seek relief (including monetary and any other relief) on an individual basis.

Please read these Terms carefully. Terms provide the agreed conditions for lawful, acceptable, and respectful use of and conduct of users of the Service. By using, or submitting Content to the Service or referring others to use the Service you (the ‘User’) agree that you have read, understand, accept, and agree to abide by these Terms.

Terms for Responsible Use and Conduct

By using PicoNext (the ‘Service’ or ‘Services’), you understand and agree to the following:

1. To access the Service, you may be required to provide certain information (‘User Data’) about yourself (such as your email address and/or mobile phone number) as part of the system set-up process, or about your company as part of using the Service.
2. Accessing (or attempting to access) our Service by any means other than through the means we provide, is strictly prohibited. You specifically agree not to access (or attempt to access) any of our Services through any programmatic, automated, unconventional, or unethical means.
3. Engaging in any activity that disrupts or interferes with our Service, including the servers and/or networks to which our Services are located or connected, is strictly prohibited.
4. Attempting to copy, duplicate, reproduce, sell, trade, or resell our Services or information or Content hosted within our Service without a software license is strictly prohibited.
5. You are solely responsible for any consequences, losses, or damages that we may directly or indirectly incur or suffer due to any use of the Service including unauthorized activities conducted by you, as explained above, and may incur criminal or civil liability.
6. Not to independently advertise, promote or publicize any relationship with PicoNext unless approved by PicoNext in writing in advance.
7. Not to use the PicoNext stylized logo, other trademark(s), or use the words ‘PicoNext’ in any domain name or social media accounts controlled or used by User or User-associated entities or third parties unless approved in writing in advance.
8. Not to upload, post, share, create or distribute any Content on the Service that:

• Is illegal, threatening, defamatory, abusive, harassing, hateful, degrading, intimidating, fraudulent, deceptive, invasive, racist, or contains any type of suggestive, inappropriate, or explicit Content, video, images or language, invasive of anyone’s privacy, or otherwise objectionable
• Promotes discrimination on grounds of race, sex, age, nationality, disability, religion or belief, sexual orientation, or being a transsexual person
• Infringes on any trademark, patent, trade secret, copyright, design right, moral right, performer’s right, database right, or other proprietary right of any party
• Does not comply with all applicable domestic, and international laws that govern the use and distribution of socially created Content
• Contains machine or human instructions, advice, or Content that could cause harm or injury to individuals or to computers or electronic systems
• Encourages anyone to commit unlawful or criminal acts or condones unlawful or criminal acts
• Represents that your Content is endorsed or approved in any way by PicoNext
• Impersonates any person or entity

Whenever you upload Content to the Service, you must comply with all the terms of this Agreement. You warrant that any such contribution does comply with this Agreement, and you indemnify PicoNext for any breach of warranty or Service.

Service and License Terms

Subject to the terms of this Agreement, you are granted a revocable, non-exclusive, limited, non-transferable, license to use the Service subject to all of the associated Terms of this Service including the Content licensing terms outlined below. By using PicoNext, you understand and agree and provide your full consent to the following:

1. PicoNext moderation. PicoNext may moderate the Service to make certain your content is compliant with these Terms.
2. PicoNext is not legally responsible for any material created by third party sales channels, partners or Users of the Service and we may monitor, moderate, stop, or suspend the Service at any time.
3. We reserve the right to remove any Content that we feel violates or is not consistent with the intent of these Terms, along with any Content that is offensive, harmful, objectionable, or inaccurate. We are not responsible for any delay or failure in removing such Content. If you post Content that we choose to remove, you hereby consent to such removal, and consent to waive any claim against PicoNext.

Eligibility to Use

Users of the system must be able to legally contract for themselves or the entity they represent and make a binding agreement with the Company and represent that they will be compliant with these Terms and the associated local, state, national, and, if applicable, international laws and regulations.

Minors aged 14 through 18 years may use the Service provided they get permission from a legal parent or guardian before using any part of the site or Service. Permission for a minor to use the site may only be granted in writing by sending an email to support@piconext.com . Minors 13 years of age and under may not use PicoNext.

Acceptable Use Policy

You may not use someone else’s account without permission. You may not allow others to access or use the Service using your account credentials (your username and password). If you do discover someone else is using your account, you must notify PicoNext of the unauthorized use of your account by sending an email to support@piconext.com. PicoNext is not responsible or liable for any losses caused by any unauthorized use of your account.

Generative AI Terms

By using PicoNext Generative AI (the ‘Service’ or ‘Services’), you understand and agree to the following:

1. Content Generation. When generating Content, you may be asked to upload or input Content, termed as “Input”, such as text, documents, presentations or multimedia files, (images or video files). The Input will be used by the Service to generate output (“Output”), such as text, images, or multimedia files which may only be used in association with the Service and are not intended to be exported or used in any other Service, application or as a general purpose AI Service. The generated Input and Output are your Content and all provisions governing the ownership and use of Content in this Agreement or any associated Addendum or Proposal Agreement and Proposal Addendum apply. The generative AI Input, and Output may only be used in accordance with the Agreement Terms, which may be modified from time to time. PicoNext reserves the right to limit, throttle, disable, suspend, or terminate your right to use or access the generative AI features at any time without notice at our sole discretion.

2. Input. You are solely responsible for your Input. You must not submit any Input that: (a) includes Content such as trademarks or any other Content protected by third-party Intellectual Property Rights, unless you have sufficient rights in such Content; (b) is intended to generate Output that is substantially similar to a third party’s copyrighted work or is otherwise protected by third-party Intellectual Property Rights, unless you have sufficient rights in such work; (c) contains personal information unless you comply with all data protection and privacy laws and regulations applicable to the personal information, including providing privacy notices and obtaining consent, where required; (d) violates applicable law; or (e) violates the Terms. PicoNext may automatically block your Input, in our sole discretion, if we believe it violates the rights of a third party, applicable law, or the Terms.

3. Output. You are solely responsible for the creation and use of the Output and for ensuring the Output complies with the Terms, PicoNext may pre-screen and block Output that may violate laws, the rights of a third party, or the Terms. PicoNext disclaims all warranties, express or implied on any Output, including any implied warranties that the Output will not violate the rights of a third party or any applicable law. In addition, you agree not to remove or alter any metadata, watermarks or authenticity credentials that may be generated with the Output. You also agree not to attempt to mislead others about the origin of the Output. You also understand and agree that the use of generative AI features may produce Output that is unexpected or unsuitable. You understand and agree that all Output will require proofing and editing before use and may not be unique. The Output also may not be protectable by Intellectual Property laws.

4. AI Credits. AI credits are allocated for the use of supported AI engines and are designated only for strict use within the System and are based on a monthly usage model. AI credits allocated to your Account (defined as each instance of a username/password) and all AI credits associated with each individual user Account are valid only for the current usage month and expire at the end of each month. Unused credits may not be aggregated across Accounts within an organization and unused monthly AI credits do not carry over as a credit to the following month; each user Account may only utilize their full monthly AI credit allocation within the designated monthly period. Additional AI credits, including pricing of any additional ‘overflow’ credits that extend beyond the monthly period and any alternate AI credit usage arrangements may be added to the Terms section (Appendix A) of the company-specific Agreement, and if such company-specific Terms are at variance with these Terms, the company-specific Terms will supersede and replace this AI credits paragraph.

5. No AI Training. You agree not to use and not to allow third parties to use any Content or any data or Output from any generative AI features to directly or indirectly train, test, or otherwise improve or be used with any other AI system or machine learning algorithms including artificial intelligence models, programs, services or algorithms.

DPP and NFT Token Terms

NFTs are a Web3 digital cryptographic representation or Tokens used to prove provenance, ownership and/or authenticity of an underlying asset and/or promised services. PicoNext does not guarantee or provide any proof of NFT ownership or accuracy of any of the information contained in the DPP. PicoNext does not validate, certify or audit any accuracy of the DPP information.

NFT ownership is determined by agreement between the NFT Owner(s) that can be incorporated in writing and programmed into the blockchain, and/or agreed to separately by the parties. All PicoNext minted NFTs are currently stored on and accessible through the Ethereum or Polygon blockchain and may be stored and accessed by supported wallets and, if allowed, traded on leading NFT marketplaces. PicoNext does not maintain NFTs on the Site and, aside from minting the NFT and adding the NFT to the User’s designated wallet address, the Company has no control over the transfer, storage, ownership or maintenance of the NFT. When a User connects their cryptocurrency wallet to the Site using a service provider such as MetaMask, WalletConnect or CoinBase or similar Third Parties, the User accepts and agrees to be bound and abide by these Third Party Terms, the terms of any applicable Third Party NFT marketplace, the Terms of the applicable cryptocurrency wallet service provider.

Linking Cryptocurrency Wallets and Risks

When you link your cryptocurrency wallet, you understand and agree that you are solely responsible for maintaining the security of your wallet and your control over and all risks associated with any wallet-related authentication credentials, private or public cryptocurrency keys, non-fungible tokens or cryptocurrencies that are stored in or are accessible through your wallet. PicoNext is not responsible for managing and maintaining the security of your cryptocurrency wallet.

NFT Terms of Transfer

When you mint an NFT you are subject to the Project Services Agreement that determines which party agrees to pay for applicable minting fees, including ‘gas’ fees, associated with the transaction. Gas fees may or may not be part of the PicoNext Service as stated in the Project Services Agreement.

If you independently transfer an NFT via a third party marketplace you will be required to pay all associated fees according to the terms of the Third Party site. Blockchain transactions are not reversible or changeable--Once NFTs are minted, no changes or Service fee refunds are permitted.

NFT Risks

You, the User, agree and understand that you are solely responsible for determining the nature, potential value, suitability, use of, and appropriateness of all NFTs you mint on the Site. You agree and understand that you access and use this Site at your own risk; Newly minted NFTs are not valued. If the User or others later set a price on the NFT, the price of any NFT can be extremely volatile and may be subject to large fluctuations. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer,exchange, and value of NFTs. NFTs are not legal tender and are not backed by any government. Transactions in NFTs may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. The Company is not responsible for errors in the smart contract or for date or time delays between the time you mint an NFT and the time the NFT may be recorded on the public blockchain ledger. PicoNext will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using NFTs, however caused.

The above statement does not disclose all of the risks associated with NFTs and other digital assets. You, the User, agree that you are using NFTs at your own risk and are responsible for all decisions you make regarding use of your NFTs.

Payment of Fees

By subscribing to PicoNext, you agree to the pricing and payment terms of the Service at the time of the subscription acceptance until the Service is canceled. The Service Cancellation process is stated below. When you subscribe to the PicoNext Service you agree that:

1. You agree to pay for the PicoNext Service by the due date at the pricing quoted in Project Addendum A
2. You are authorized to use the payment method you provide to us
3. You grant PicoNext permission to charge you for the service using the agreed payment method and also grant PicoNext the right to retain the payment information and method, including all submitted names, debit or credit card information and associated email or physical address and phone numbers
4. You agree that we have permission to share collected payment-related information with financial institutions and payment processing firms, and to use the email address provided to send you notices and disclosures relating to renewals and recurring charges.
5. You agree that you are responsible for any taxes, VAT, shipping charges, third-party internet or mobile phone, messaging, and/or cellular network fees, credit card chargeback fees as well as any reasonable collection costs we incur as a result of your failure to pay for the Service on a timely basis.

Autorenewal

PicoNext accepts certain debit and credit cards and may in the future accept other forms of payment (“Payment”) for Services subject to the commercial procedures and rules associated with the payment providers. When you subscribe to the Service you will be billed on or near the date of your subscription for the agreed subscription Term. If you purchase a subscription that renews automatically, you agree that PicoNext may process your Payment on the renewal term on or near the calendar day corresponding to the renewal date and duration of your Subscription.

Changes to Payment Methods and Account Information

You are responsible for ensuring that your account information, including your email address and all payment information (address, debit or credit card number and expiration date), is accurate and up to date. You may change this information at any time. To change your account information you may log in to your account, access your “Profile” from the top (right) main drop-down menu to make the changes. Enterprise Account Customers may change payment information as described in their Agreement.

If you are not the Account Holder but you control the means of payment for a Paid Service account and wish to make any change to the payment method, you may work with the user to update the information as described above or may notify us by contacting Customer Support at support@piconext.com.

If your credit card expires or the information is otherwise invalid, we will bill the current charges to the card we have on record; the continuation of your Service subscription constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card. If we are unable to continue billing your credit card successfully, we may discontinue your access to the Services.

DPP Starter

We may offer certain Services at no charge, including free accounts, Trial use, evaluation and Beta Versions defined as (“No-Charge Services”). Your use of No-Charge Services is subject to these Terms and any additional Terms that we specify and is only permitted during the Subscription Term designated. We may change or terminate your right to use No-Charge Services at any time and for any reason at our sole discretion.

Evaluations, No-Charge Trials, and Beta Versions of the Service

We may offer certain Services at no charge, including free accounts, such as the “DPP Starter” tier of service and other Trial use, pilot, evaluation and/or Beta product versions defined as (“No-Charge Services”). Your use of No-Charge Services are subject to these Terms and are only permitted during the designated Subscription Term. No Charge Services are intended for use by only one per person. You may not create multiple accounts for the same organization as a means of accessing additional Services beyond the intended No Charge Services limit. Those creating duplicate accounts are subject to having their accounts and DPPs removed without notice. We may also change or terminate your right to use No-Charge Services at any time and for any reason at our sole discretion.

Beta Versions. You understand that any pre-release and beta Services, that we make available to you are still under development, may be inoperable or incomplete and are likely to contain some errors, program deficiencies, and bugs. We make no promises that any beta Versions (or features of these beta Versions) will ever be made generally available. All information regarding the characteristics, features or performance of any beta Versions constitutes our Confidential Information and you agree not to disclose the information about new features or performance of the Beta Version to any other party or persons outside of PicoNext. PicoNext disclaims all obligations or liabilities with respect to Beta Versions.

Referral Program and Promo Codes

PicoNext may make offers to users to provide referrals (“Referral” or “Referrals”) to others to use the Service (“Referral Program”). Users may earn “Upgrade Credits” for making the Referral. For a user to receive an Upgrade Credit, the person receiving the referral must activate/register as a new PicoNext user. A specified number of activated/registered Referrals will earn the Person making the Referral certain Upgrades as defined on the website and offer information. To encourage referral activations/registrations, PicoNext will make available promo codes (“Promo Codes”) that are redeemable for specified Services which can be exchanged for the additional Services as described. A Promo Code may specify an expiration date, after which such Promo Code shall be void. PicoNext is under no obligation to accept an expired or otherwise invalid or void Promo Code. Upgrade credits or Promo Codes have no cash value and are non-transferrable. PicoNext is under no obligation to provide any compensation in connection with an Upgrade Credit or Promo Code.

In order to obtain a Referral Program Subscription or Upgrade Credit, you must be a registered User of the Service using the registration process and the associated Promo Code, and satisfy any eligibility requirements associated with the Service, the Referral Program and/or the Promo Code. At the conclusion of the initial Referral Program Subscription term, you will be required to pay the then-applicable charges for the Service in order to continue using such Service. Upgrade Credits are not transferable to another party or individual.

You are prohibited from selling Upgrade Credits or Promo Codes. We reserve the right to invalidate any Upgrade Credits or Promo Codes that have been issued or distributed, and we do not owe you any compensation with respect to such Upgrade Credits or Promo Codes. If an Upgrade Credits or Promo Code has been distributed to you by a third party (for example, connection with a third-party promotion), PicoNext has no responsibility with respect to any third party product or service provided, or any marketing claims or promotional offers made, by the third party. PicoNext has no obligation to provide you with any compensation, or to modify the Referral Subscription or the Requirements in connection with any Codes you obtained from a third party that was acting improperly. PicoNext reserves the right to amend, change, or cancel any Referral Program, Upgrade Credit, or Promo Code at any time.

Change or Service and Cancellation

Services, fees and features may change on the Service at any time. Changes to the pricing of your subscription plan will occur after you receive a 30 day notice of such a price change.

You may cancel the use of the Service at any time click on “Profile” and choose “Close Account” under the main (top right) menu Icon. After confirming you are the Account owner we will remove your Account, Content, messages and login information from our records and will only continue to retain such information as required by law. Because blockchain-based tokens are registered on an immutable ledger, those records will persist indefinitely.

There are no refunds for cancellation. For technical reasons, Content you delete may persist for a period of time in archive or backup software. In the event that PicoNext terminates your account you understand and agree that you shall receive no refund on your subscription.

We reserve the right to terminate the Service at any time by providing an email notice of such termination. Termination may occur if:

• You have breached any provision of these Terms
• You have acted in a manner which indicates that you do not intend to, or are unable to comply with the Terms of Service
• We are required to do so by law
• We no longer offer any of the Services you are using
• You no longer agree to the Terms and Conditions of this Agreement

We also may terminate your Service for any other reason or no reason, at our sole and absolute discretion. The termination of this Agreement will not affect any of our rights or your obligations arising under this Agreement prior to termination.

General Terms for all Content, Public and Private

1. You may only upload Content that you own or have properly licensed to the Service. You may use our own proprietary Content or licensed “Components”. Content Components are defined as but are not limited to text, fonts, clipart, video, or design elements such as lines, effects, patterns, clip art, logos, sprites, music or sound or any sub-design elements. User warrants that incorporation of such Content Components is legal and complies with all license agreements for those Content components.
2. If you have licensed third-party proprietary or open source Content or Content Components that allow unrestricted use on online third party design platforms such as PicoNext, you represent and warrant that the Content License Agreements and the associated License Terms for said Content permit you to legally and without further License, claims or royalties incorporate such items in your Content on the Service.
3. If you post Content that is associated with a licensed trademark, image, character, service mark, copyright, branding or a Brand Mark, the owner of such Brand or mark is responsible for the use of all such Content which may be subject to the Brand’s or other third party intellectual property rights and fees to be paid by you the User.

License Grants and Content Ownership

Aggregate Data License Grant. You hereby grant PicoNext the right to compile, collect, copy, modify, publish and use anonymous and aggregate data generated from your Content and/or your use of the Service, but only for analytical and other business purposes as governed by the Privacy Policy.

Content Ownership. You may combine, edit, modify, enhance Content using your own ideas, skill and talents or otherwise manipulate Content through the use of the Service to create and retain sole ownership of derivative works referred to as Customized Content. These works may be substantially different in scope and use than the original Content Templates (defined below) provided by PicoNext. All Customized Content is subject to this Terms of Service Agreement.

PicoNext has two categories of Content:

1. Content Templates. ‘Content Templates’ are defined as a pre-built forms with example Content which may consist of the combination of Content Components of text, images or video, and or layered video or images, music, sound including sound effects, and design elements used to create “Customized” Content that may be edited and re-mixed, added upon, downloaded and saved.
2. Published Content. ‘Published’ Content is the result of editing Content Templates and saving, downloading, or posting the final “End Result” Content, usually saved in common file formats. Once posted, or downloaded, Published Content may not be easily edited by the Service.

Content Templates

Content ‘Templates’, are defined as pre-configured DPP or digital Content marketing Templates available from PicoNext, or Third Parties or other Content Template ‘Owners’ used to create Custom Content. Content Templates may include actual Content you are using from the PicoNext Template library or from Third Parties.

1. You may not resell or redistribute PicoNext created Content Templates with or without your customization as a Content (template) or as stock images or video for sale or license or as a Template for use on any other similar content or DPP authoring or Content marketing Service or product.
2. You may not make available the PicoNext Content Template through another application or service to end users including “made to order”, “on demand”, or “build it yourself” service or program
3. PicoNext Content Templates including DPP templates are available publicly to other PicoNext Users on a non-exclusive basis
4. Specifically, with published Content you may:
   1. Create Content for your customers or clients and have full rights to use such Content for private, including for sale for any fee or sub-license, or for commercial or public use.
   2. Use Content for a commercial purpose, sell such Content, and make any number of copies of the Content.
   3. Include Content in an online file or video of any type of use for any private or commercial use allowed by the PicoNext Terms of Service Agreement.
   4. Download or post Content for general public use for online, display, or broadcasts and reproduce them into other online or physical media for use subject to the PicoNext Terms of Service Agreement.

General Terms and Obligations

Indemnification. You agree to indemnify and hold harmless PicoNext and their directors, officers, managers, employees, agents, investors, and licensors, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms of Service or the failure to fulfill any obligations relating to your account incurred by you or any other person using your account. We reserve the right to take over the exclusive defense of any claim for which we are entitled to indemnification under these Terms of Service. In such event, you shall provide us with such cooperation as is reasonably requested by us.

Content, Stock Images and Video and Model Release Disclaimer. PicoNext is not liable in any manner for obtaining any Content, stock image, or model releases for any Content including content published by governments, organizations or individuals, including private individuals and professional actors or models appearing in sample stock images or video included in PicoNext Templates.

Stock Media Replacement NOTICE to Customers (Users): PicoNext strongly suggests that every and all Stock Content provided with PicoNext templates be replaced with User created video, images, and Content. All users of the Service hereby agree release any liability and to hold harmless and indemnify PicoNext and their directors, officers, managers, employees, agents, investors, and licensors, from all Claims, losses, expenses, damages, and costs, including attorneys' fees, resulting from any failure of any User found in violation of this Stock Video Replacement Notice and Model Release Disclaimer.

License Terms for use of stock images and video: If you choose to use the provided stock images, video or other Content made available through PicoNext, you hereby agree to the Terms of Service of the provider of such content, Pexels, GmbH, and you understand and agree to the Pexel Terms and Conditions as stated here: https://www.pexels.com/terms-of-service/

Security Incidents. In the event that stored User data is disclosed to or accessed by an unauthorized party, PicoNext will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident; and if such incident triggers any third party notice requirements under applicable laws, you agree that as the owner of the User data, you will be responsible for the timing, Content, cost and method of any such notice and compliance with such laws.

Information Disclosure. You agree that by using the Service, you provide your consent to disclose any gathered personal information to federal, state or local government organizations by directive, executive order, subpoena or force of law. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site is defamatory of them, a violation of their intellectual property rights, or of their right to privacy.

Third-Party Sites.

• The Service may access or call servers of other websites or services (i.e. text message or email service providers) solely at the direction of and as a convenience to Users (“Third Party Sites”). PicoNext makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third-Party Sites. Access and use of Third Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk.
• YOU ACKNOWLEDGE THAT PICONEXT DOES NOT MANAGE OR CONTROL THE USER DATA THAT YOU ACCESS, STORE OR DISTRIBUTE THROUGH THE SERVICE, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THAT INFORMATION REGARDLESS OF WHETHER SUCH USER DATA IS TRANSMITTED TO OR BY YOU IN BREACH OF THESE TERMS. PICONEXT MAKES NO WARRANTY WITH RESPECT TO SUCH USER DATA YOU MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE SERVICE. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PICONEXT MAKES NO WARRANTY THAT SUCH USER DATA WILL BE FREE OF ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS CODE OR PROGRAMS. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST PICONEXT WITH RESPECT TO THIRD PARTY AND/OR USER DATA THAT YOU CHOOSE TO ACCESS, STORE OR DISTRIBUTE, THROUGH THE SERVICE.

Mobile Phone Text Message Terms

You may receive SMS/text messages from PicoNext about topic-specific alerts for new or updated PicoNext or Third party Content as well as for new products and services. Consent to receive text messages is not required as a condition of using the Service. By subscribing to this Service, and setting up your Preferences, you agree to receive text messages from PicoNext to your phone number for the mobile number provided, and you represent that the mobile number you provided, either on behalf of yourself or that you add to receive alerts as part of your organization’s account, is correct and that you are authorized with express written consent to enroll the mobile phone number to receive such text messages. You acknowledge and agree that the text messages may be sent using an automatic telephone dialing system and that standard message and data rates may apply. The text messaging may not be compatible with all mobile phone models. PicoNext is not responsible for any delays upon sending or receiving text messages.

To unsubscribe from text messages at any time, reply STOP to any text message you receive from PicoNext. After such a request to unsubscribe, you acknowledge and agree you may receive one final text message confirming your request. Unsubscribing from promotional and topic-specific text messages will not prevent PicoNext from sending you text messages for authentication and security purposes.

Limitation of Warranties

By using Service, you understand and agree that all Services we provide are "as is" and "as available". This means that we do not represent or warrant to you that:

• The use of our Services will meet your needs or requirements.
• The information obtained by using our Services will be accurate or reliable, and
• Any defects in the operation or functionality of any Services we provide will be repaired or corrected.

Furthermore, you understand and agree that:

1. PicoNext is intended to provide data, useful information and Content that originates outside of the Service.
2. Any Content downloaded or otherwise obtained through the use of our Service is done at your own discretion and risk, and that you are solely responsible for any damage to your computer or other devices for any loss of data that may result from the download of such Content.
3. No information or advice, whether expressed, implied, oral or written, obtained by you from PicoNext or through any Services we provide shall create any warranty, guarantee, or conditions of any kind, except for those expressly outlined in these Terms of Service.
4. You also agree that the PicoNext is not responsible or liable in any way for injury, loss or damage to your computer or interception related to or resulting from use of the Service or any sites, services or materials linked or related thereto or therefrom and also are not responsible or liable in any way for any injury, loss, claim or damage relating to or resulting from any part of the Service operating or not operating on computers, smartphones, or networks used by you or communicating with such computers or networks.

PicoNext, Inc. will not be liable for any direct, indirect, incidental, physical, psychological, consequential or exemplary loss or damages which may be incurred by you as a result of using our Services, information, changes, data loss or corruption, cancellation, loss of access, in availability of or downtime of the Service to the full extent that applicable limitation of liability laws apply.

Copyrights/DMCA Notices

All materials contained in the Service are the copyrighted property of PicoNext or its subsidiaries or affiliated companies and/or third party licensors. No material from the Service may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. For purposes of these terms, the use of any such material on any other Web, Internet, intranet, extranet or other site or computer environment is prohibited. All trademarks, service marks, trade names and trade dress are proprietary to us. You may not frame or enclose any of our trademarks, logos, or other proprietary information (including images, text, page layout, or form) without our prior express written consent. You may not use any meta tags or any other "hidden text" utilizing our name, trademarks or other proprietary information without our prior express written consent. We consider our trademarks to be valuable assets, and take infringement of them seriously.

PicoNext complies with the applicable provisions of the Digital Millennium Copyright Act (DMCA). If you have a concern regarding the use of information or of copyrighted material on the Service, please send a notice to support@piconext.com

Arbitration

You as a User agree that all disputes or claims that you have against the Company will be resolved exclusively through final and binding arbitration rather than in a court of law, and your claims in such court will only be for on an individual (non-class, non-representative) basis and may not be consolidated or join to more than one person’s or party’s claims. Also, the arbitrator(s) may award relief only in favor of the individual party seeking relief. Any award from such arbitration cannot affect other User claims.

Arbitration Procedures

The arbitration will be conducted by the American Arbitration Association ( the "AAA") procedures, as modified by this Agreement to Arbitrate. The AAA's rules are available at www.adr.org. A party who intends to seek arbitration must first send the other party, by certified mail or acknowledged email (with a reply back) via sending a formal ‘Notice of Dispute’. If the User has a dispute with PicoNext this notice may be sent to the contact information below. The information included in the notice must include a description of the nature and basis of the claims the User is asserting and the relief sought. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration.

If you and PicoNext are unable to resolve the claims described in the notice within 30 days after the notice is sent and acknowledged, either party may initiate arbitration proceedings. The AAA form for initiating arbitration proceedings must be used and is available on their website at www.adr.org.

Location of the arbitration shall be held in Salt Lake County, Utah or at another mutually agreed location. If the value of the relief sought is $10,000 or less, either party may elect to have the arbitration conducted by telephone, video conference or based solely on written submissions, which election shall be binding on both parties subject to the decision of the arbitrator(s). Any settlement offer made by you by PicoNext shall not be disclosed to the arbitrator(s). The award of the arbitrator(s) shall be final and binding, and judgment on the award rendered by the arbitrator(s) may be entered by the court having jurisdiction.

Severability

If a judge or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. If a judge or court decides that any of the provisions in the Prohibition of Class and Representative Actions and Non-Individualized Relief section above is invalid or unenforceable because it would prevent the exercise of a non-waivable right to pursue public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in court. All other disputes subject to arbitration under the terms of the Agreement to Arbitrate shall be arbitrated under its terms

Assignment

This Agreement and the associated licenses and rights granted may not be transferred or assigned by the User or any User entity. Any attempted transfer or assignment of this agreement shall be null and void. PicoNext may assign or transfer this agreement to a third party without restriction.

Guarantee

UNLESS OTHERWISE EXPRESSED, PICONEXT EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

Governing Law

The Service is controlled by PicoNext from our offices located in the state of Utah, USA. It can be accessed by most countries around the world. By accessing Service, you agree that the statutes and laws of Utah, without regard to the conflict of laws and the United Nations Convention on the International Sales of Goods, will apply to all matters relating to the use of this website and the purchase of any products or services through this site.

Entire Agreement

This Terms of Service Agreement, including the separate Privacy Policy and any other documents referred to herein, represents the entire understanding between both you and PicoNext about the Services defined herein. This Agreement supersedes any prior statements or representations.

Contact Information

If you have any questions or comments about our Terms of Service as outlined above, you can contact us at: support@piconext.com

Disclosures for California Residents. The Service is offered by PicoNext located at 8850 S. 700 E. #81, Sandy UT 84070, and can be reached via email at support@piconext.com. If you are a California resident, (a) you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information; and (b) in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254