Picasio Inc. (“Licensor”) makes available Picasio which provides functionality for creating, embedding and sharing interactive content on third party websites (the “Platform”). These Terms and Conditions (these “Terms”) govern the implementation and use of the Platform in your Internet website(s) expressly referenced in a separate quotation or agreement executed between the parties (the “Site”). In these Terms, “Publisher” refers to any third party implements or makes use of the Platform.
1. License and Service
Subject to the terms and conditions hereof, Picasio (a) provides Publisher with a non-exclusive license during the term of the parties’ engagement to use the Picasio’s platform for implementing the Platform on the Site and (b) shall allow Publisher to access and use the Platform during the Term on a non-exclusive basis.
Picasio may also provide the Service by way of cloud-based service. . Publisher shall use the Platform only to display Content (as defined below) on its own Sites, but shall not use the Platform to display Content on the Internet websites of any third party. Publisher will clearly and conspicuously identify or label all content provided through the Platform (including any recommended or promoted content) in accordance with all applicable laws and regulations.
In order to use the Platform, Publisher will be required to register with Picasio. Publisher must provide all information as requested by Picasio in the registration process, and Publisher represents and warrants that all such information shall be accurate and complete. Publisher shall keep such information up-to-date. Publisher shall immediately notify Picasio if there is a security breach of its account. Publisher is responsible for all uses of its account, including by any unauthorized users.
Except as set forth expressly herein, Publisher shall not, and shall not permit any third party, to:
- reverse engineer, decompile or attempt to find the underlying code of, the Platform.
- modify the Platform or circumvent any security or access control measures of the Platform
- copy, frame or mirror the Platform or use the Platform to provide service to any third party;
- use the Platform to store or transmit any viruses, worms, time bombs, Trojan horses, or any other harmful or malicious code, files, scripts, agents or programs;
- sublicense, distribute, or provide any third party with access to the Platform, or
- use the Platform in any manner not permitted under the terms of these Terms. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Publisher shall inform Picasio in writing in each instance prior to engaging in the activities set forth above.
Publisher will not in any way be concerned, directly or indirectly, in fraudulent traffic. Fraudulent traffic includes, but is not limited to, using scripts or other devices to artificially inflate traffic counts, encouraging users to click on a banner or pop-under via points, inserting material on any page that automatically reloads or forwards to another page without interaction from the visitor of the Site or on pages not visible to the general public or other reward system.
Picasio shall not deduct or withhold any amount from amounts otherwise payable hereunder to Publisher except as required by applicable law. In determining amounts due hereunder, the records of Picasio shall be determinative. To the extent Picasio reasonably believes that any activities or operations are fraudulent or invalid, Picasio may withhold payment to Publisher in respect of such activities or operations.
Your content responses are owned by you. While Picasio may use aggregate statistics and data to gain insight into the use of our product, we do not sell or provide the responses to anyone without your permission.
Your responses, leads, and offer data are owned by you. We do not use any of this data for ourselves or provide it to third parties. It is your responsibility to use this data according to the governing law and best practices of the Children’s Online Privacy Protection Act COPPA and Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 CAN-SPAM. Picasio is not responsible for your misuse of this information.
If you engage with content
Your responses are owned by the content creator. It is up to the content creator how they use these responses. All responses are anonymous unless you have provided your user data.
You may be asked for your email address and/or other personally-identifying information in connection with tracking scores, capturing leads, or presenting offers. Picasio does not use this information other than to display or provide it to the content creator.
5. Fees and Payments
You agree to pay for the Services you use on the Picasio Site in accordance the pricing and payment terms presented to you for that service. Fees paid by you are non-refundable except as provided in these terms or when required by law.
For subscriptions, you will be billed in advance on a recurring cycle for the period you have selected (monthly or annually) at the beginning of that period. Your subscription will automatically renew at the end of each period unless you cancel automatic renewal at least 48 hours before your next renewal date. You can cancel automatic renewal at any time. If you do cancel automatic renewal, no refund will be provided for fees paid and your service will remain active through the end of the current billing period.
Picasio may change the fees charged for Services at any time, provided that, for subscription Services, the change will become effective only upon the next renewal date.
An upgrade is when a paying customer decides to change their current plan to a more expensive paid plan.
When upgrading in the middle of a billing period, you will be given a pro-rated credit (not a refund) for the current plan which will be applied to the pro-rated charges for the upgraded plan. At the end of the billing period, the upgraded plan will auto-renew.
A downgrade is when a paying customer chooses to change their plan from a more expensive to a less expensive (but still paid) plan. When a paying customer decides to switch from a paid plan to the free plan, that is called a cancellation.
When downgrading in the middle of a billing period, your account will receive a credit (not a refund) for the pro-rated amount for the remaining days in the billing period. The credit will be applied toward the downgraded plan which will auto-renew at the start of the next billing period.
Term and Termination
These Terms shall be effective as of the date that they are accepted by Publisher and shall continue in effect unless and until terminated by either party with 30 days written notice.
Picasio may terminate these Terms with written notice if it has reason to believe that Publisher is in breach of any provision of these Terms or is using the Platform in an improper, unlawful or illegal manner.
Picasio may suspend the use of the Platform at any time to the extent necessary to prevent the spread of malware or viruses. Upon any termination or expiration of these Terms,
(a) Picasio will cease providing the Platform and all service provided through the Platform
(b) Publisher will remove all content provided through the Platform from all of Publisher’s Internet websites.
Publisher agrees that Picasio have the right to reveal the fact that Publisher is using the Platform, including by displaying Publisher’s name and logo in Picasio‘s website and other marketing materials.
10. Copyright Infringement and DMCA Policy
As Picasio asks others to respect its intellectual property rights, it respects the intellectual property rights of others.
Picasio deals with copyright infringement in accordance to the Digital Millennium Copyright Act. If you believe that material located on or linked to by Picas.io violates your copyright, you are encouraged to notify Picasio.
Picasio will respond to all such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Picasio will terminate a visitor’s access to and use of the Site if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Boombox or others. In the case of such termination, Picasio will have no obligation to provide a refund of any amounts previously paid to Picasio.
The contact information for Picasio’s designated agent for receipt of notices of claimed infringement is here:
443 203 1516
1414 Key Highway, Suite L
11. Intellectual Property
You retain ownership of all copyrights and any other intellectual property rights in your Content. Picasio (and/or other third parties) retains ownership of intellectual property rights in all content and material other than user Content.
By submitting your Content to Picasio, you give Picasio a non-exclusive worldwide, royalty-free, sublicensable, transferable license to utilize all copyright rights now in existence or that may arise in the future with respect to your Content, in any medium that now exists or may arise in the future, as well as to do anything else that is reasonably appropriate to our Services and its use of your Content (including, but not limited to, use of your name in association with your Content to identify you as the contributor). The license has no restriction as to the medium, dissemination method, type of Service we may offer, or the type of systems or products that may be used in conjunction with your Content.
This license shall remain in effect for so long as your Content is available on Picasio. You are free to remove or delete your Content at any time, in which case this license shall terminate after a commercially reasonable period of time, except for comments, the license to which is perpetual and irrevocable. You understand and agree, however, that even if you delete Content, Picasio may retain, but not display or distribute, server copies of your Content.
You represent that you have all of the necessary rights to grant this license to Boombox for all Content you submit.
Picasio grants you a worldwide, non-exclusive, non-sublicensable, and non-transferable license to download, store, view, display, perform, redistribute, and create derivative works of Content solely in connection with your use of, and in accordance with the Terms of, Picasio Services.
12. Disclaimer of Warranties
The Site is provided “as is”. Picasio and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Picasio nor its suppliers and licensors, makes any warranty that the Site will be error free or that access thereto will be continuous or uninterrupted. If you’re actually reading this, here’s a treat. You understand that you download from, or otherwise obtain content or services through, the Site at your own discretion and risk.
13. Limitation of Liability
In no event will Picasio , or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) interruption of use or loss or corruption of data; or (iv) any amounts that exceed the fees paid by you to Picasio under this agreement during the twelve (12) month period prior to the cause of action. Picasio shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
14. General Representation and Warranty
You agree to indemnify and hold harmless Picasio, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Site, including but not limited to your violation of this Agreement.
This Agreement constitutes the entire agreement between Picasio and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Boombox, or by the posting by Boombox of a revised version.
Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Site will be governed by the laws of the state of Maryland, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Baltimore County, Maryland.
Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Maryland, MD, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorney’s’ fees.
If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Boombox may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.