These General Terms and Conditions of Use (“T&C”) together with the Order Confirmation, constitute the entire “Agreement” between the parties. This Agreement shall govern Customer’s access to and use of the Site (as defined below) and the Piclike products and services purchased by Customer as listed in the Order Confirmation. The services are provided by Bill Czar, LLC., a limited liability company incorporated in Montana, USA, doing business as Piclike. Piclike and its third party providers, as applicable, on and through the domain and sub-domains of www.piclike.us (collectively, the “Site”). To the extent of any inconsistency between the T&C and the Order Confirmation, the T&C shall control, followed by the Order Confirmation, unless otherwise agreed by the parties.
Customer is obligated to access and use the Site and the Piclike products and services, and any content accessed by or provided therein, in accordance with all applicable laws, rules and regulations. Piclike reserves the right to make changes to its policies and the Site at any time. Subject to the terms and conditions of the Agreement, Piclike shall grant Customer a non-exclusive and non-transferable right to permit the Authorized Users specified in the Order Confirmation to use the Piclike products and services.
Customer shall be responsible for obtaining and maintaining all hardware, software, communications equipment and network infrastructures required to access and use the Site and the Piclike products and services, and for paying all third-party fees and access charges incurred while using the Piclike products and services.
Piclike collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. Piclike’s purpose in collecting non-personally identifying information is to better understand how Piclike client and visitors use the website. Piclike may release non-personally-identifying information in the aggregate, by publishing reports on trends in the usage of its website.
Piclike products and services may include links to third party websites (“Third Party Sites”). Customer is responsible for evaluating whether to access or use a Third Party Site and agrees to be bound by any applicable terms found therein. Piclike does not screen, audit or endorse any Third Party Site. Piclike shall not assume any responsibility for the content, advertising, products or other materials (“Third-Party Content”) on Third Party Sites. Piclike reserves the right to publish Third Party Sites advertising content within Piclike Free Accounts. Customer warrants that all content uploaded and distributed via Piclike by Customer shall comply with all applicable law. Piclike will terminate the account of any Customer, and block access of any user, who infringes upon any Piclike or third party intellectual property right.
6.1 Prior to the start of each contract term (month-to-month), Customer will be billed for the full monthly amount due. Payment shall be made through a secure, third party payments processor online, unless otherwise agreed by both parties. All fees paid by Customer are non-refundable.
6.2 If Customer is in breach of this Section, Piclike shall be entitled to charge default interest on the outstanding fees in the maximum amount allowable by law and/or suspend or terminate access to the Piclike products and services at its sole option, with or without notice to Customer. Additional claims for payment default remain reserved.
7.1 The Agreement shall commence on the date specified in the Order Confirmation and shall continue for the term of one month (30 days), unless earlier terminated in accordance with the Agreement. Thereafter, the Agreement will be extended automatically for periods of time equivalent to the initial term or the then-current renewal term at Piclike’s then-current prices and subject to the terms of this Agreement, unless the Agreement is cancelled in writing at least 5 days prior to the expiration of the initial term or the then-current renewal term. Any initial pricing and/or payment terms shall only be applicable to the initial term.
7.2 A timely cancellation according to Section 7.1 will become effective as of the end of the respective term. Upon expiration or termination of the Agreement, Customer’s access rights and all other rights granted under this Agreement shall expire. Termination of the Agreement shall not act as a waiver of any breach of the Agreement and shall not release a party from any liability for breach of such party’s obligations under the Agreement that occurred prior to the effective date of termination.
7.3 In addition to other rights and remedies available to Piclike, Piclike is entitled to cancel the Agreement without notice if Customer violates essential or material obligations under the Agreement. Piclike also reserves the right to cancel the Agreement without notice if a substantial decline in the asset situation of Customer occurs, if insolvency proceedings are opened for the assets of Customer or if such proceedings are rejected due to lack of assets.
7.4 The following Sections shall survive the expiration, termination or cancellation of the Agreement in full force and effect: General, Third Party Sites and Third Party Content, Intellectual Property, Data Use and Restrictions, Liability and Warranty, and Additional Provisions.
Subject to applicable law, the content on the Site, except for content created by users and third parties if any, including without limitation, software, code, forms, text and other materials, trademarks, service marks or logos contained therein (“Marks”), are owned by or licensed to Piclike. Customer’s use of the Site and the Piclike products and services is limited to the rights granted to Customer under this Agreement and Piclike reserves all rights not expressly granted herein.
The rights granted to Customer under this Agreement do not include any resale of any portion of the Site or its contents; any collection and use of any derivative of the Site or its contents; any downloading or copying of account information for the benefit of another company or party; or any use of data mining, robots, or similar data gathering and extraction tools. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any purpose inconsistent with the limited rights granted to Customer under this Agreement. Customer may not frame or utilize framing techniques to enclose any trademark, logo, or other Piclike generated content of the Site, or use meta tags or any other “hidden text” or data elements utilizing Piclike’s name or trademarks without express consent by Piclike. Piclike shall in no way be responsible or liable for unauthorized use or disclosure of personal information by the Customer.
10.1 To the maximum extent permitted by applicable law, either party’s total, aggregate liability arising out of or in connection with this Agreement shall in no event exceed the total amount of payments due by Customer to Piclike during the initial term or the then applicable renewal term of the Agreement.
10.2 To the maximum extent permitted by applicable law, in no event shall either party be liable for any, indirect, incidental, special, consequential or exemplary damages, however caused and under any theory of liability arising out of or in connection with this Agreement. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
10.3 Piclike warrants that it has the legal power and authority to enter into this Agreement. Except as provided herein, Piclike provides the Site "as is" without any warranty or condition of any kind, express or implied. Piclike does not guarantee uninterrupted, secure or error-free operation of the Site. Piclike makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through the Site. No information obtained from Piclike or through the Site, whether oral or written, shall create any warranty not expressly stated in this Agreement.
11.1 Piclike shall use commercially reasonable efforts to ensure that the Customer receives uninterrupted and continuing service throughout the term of the Agreement.
11.2 Notwithstanding Section 11.1, Piclike may need to carry out routine maintenance or urgent maintenance or the Piclike products and services may become unavailable for reasons not within Piclike’s control. In such case, Piclike shall use commercially reasonable efforts to inform the Customer of any downtime and restore the Piclike products and services as soon as reasonably practicable.
12.1 The Agreement will be governed by and interpreted in accordance with the laws of Montana. To the extent allowed by law, Customer irrevocably agrees all disputes arising out of or in connection with this Agreement shall be finally settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Conrad, Montana. The language of the arbitral proceedings shall be English (or as determined between the parties). Judgment upon any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator is authorized to include in the award an allocation to any party of such costs and expenses, including reasonable attorneys’ fees, as the arbitrator shall deem reasonable.
12.2 A party’s waiver of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver of any succeeding breach or default by the other party, nor shall a party’s failure to exercise or enforce any right or provision of the Agreement be deemed to be a waiver of such right or provision.
12.3 Invalidity of any specific provision of this Agreement shall not affect the validity of the remaining provisions. Any invalid provision shall be replaced by a valid provision which comes as close as possible to the intent of the invalid provision.
12.4 Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that both parties may assign this Agreement in whole without the other party’s prior consent to a successor in interest in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates on condition that such successor in interest agrees in writing to comply with all terms and conditions of this Agreement.
12.5 Both parties acknowledge and agree that this Agreement constitutes the entire agreement between the parties in regards to the subject matter herein. Any other terms and conditions, including, without limitation, terms and conditions on or attached to a purchase order, vendor registration documents, tenders or request for proposals, are void and shall be of no force and effect regardless of whether they are delivered to Piclike prior to, concurrently, or after the execution of this Agreement. Performance by Piclike with respect to the Piclike products and services shall not constitute acceptance of any additional or alternative terms and conditions nor shall a failure to act on said additional terms and conditions constitute acceptance of the provisions contained therein.
12.6 This Agreement may only be amended in writing signed by authorized representative of both parties.
12.7 Customer and Piclike agree that notices may be sent by electronic mail, to the electronic mail address indicated on the Order Confirmation, or then-current electronic mail address provided by a party to the other party and designated as the proper electronic mail address, and agree that notices are deemed received forty-eight (48) hours after transmission. Each party agrees that any electronic communication will satisfy any legal communication requirements, including all such communication required by applicable laws to be in writing.
Terms were revised: July 27, 2016