- Acceptance of terms
1. Pickaflip will enable the provision of its Services on your site(s) and properties through the use of the Pickaflip Services. You may implement the Services only on such approved properties as set forth in a given IO and in accordance with the instructions agreed to by the parties hereto. Any change or amendment must be done in writing and approved in advance by Pickaflip. You are responsible and solely liable for all actions of your partners and affiliates, including without limiting to, compliance with the terms of this Agreement and any IO. Pickaflip enables its Client(s) to collect, organize and use certain end user data, including, without limitation browsing histories, product purchases, email addresses, telephone numbers, shipping and billing addresses, IP addresses, usage of coupons, end-user brand engagement activity (e.g., brand-related social media posts).
1. We reserve the right to amend these Terms from time to time, at our sole discretion. The most recent version of the Terms will always be posted on www.pickaflip.com. Any amendments to the Terms will become effective immediately upon the display of the modified Terms. Your continued use of the Services following the display of such modified Terms, constitutes your acknowledgement and understanding of such amendments and your agreement to be bound by the updated Terms. Thus, we recommend you review these Terms of Service from time to time.
1. You are required to register with Pickaflip and provide Pickaflip with accurate and completed registration information, and to keep your registration information up-to-date (including, without limitation payment details, contact information, address). In the absence of accurate contact details, Pickaflip has the right to revoke your account and the use of our Services.
In connection with your use of Pickaflip you agree not to:
1. Include into the Services text and or image and or other content that you have no rights to use it.
2. Post any misleading and or deceptive and or incorrect information in any of our Services.
3. Publish any materials which contains sexually related text and or photographs and or other prohibited content, and or content that is defamatory, obscene, indecent, threatening, abusive or hateful.
4. Include in any of our Services any materials of which is in violation of any other party’s rights, including, but not limited to, copyrights and or privacy and or publicity rights.
5. Remove, obstruct, modify, or cause to be unviewable, our logo in any of Pickaflip Services, without receiving a prior written approval by us.
1. At any time, Pickaflip may block your access to its Services and temporarily or permanently limit your access to it, at its sole discretion. Such actions by Pickaflip may be taken if we deem that you have breached any of these Terms of Service in any manner. Additionally, Pickaflip may, at any time, at its sole discretion, cease the operation of its Services or any part thereof, temporarily or permanently, without providing any prior notice. You agree and acknowledge that Pickaflip does not assume any responsibility with respect to, or in connection with the termination its Services and its operation or any loss of data.
- Payments and refund
1. The payment (“Fee”, “Monthly Fee”) for using our Services is a fixed fee based on the pricing model defined in the IO.
2. The billing period begins when the Client completes a 30-day free trial.
3. The 30-day free trial period begins with the first page-view (“Impression”) of your website, as shown on Pickaflip reporting platform.
4. The payment period begins automatically unless Client has terminated the Service in a written notice.
5. Pickaflip Fee is non-refundable.
6. The Client can have only one trial period per one domain
7. Pickaflip reserves the right to change the payment terms at any time. In the event of the change, a written notice will be sent to the Client via e-mail (as defined under the contact details in the IO) at least 14 days before the change of the payment terms.
1. In the event that you provide us any ideas, thoughts, suggested improvements or other feedback related to our Services, you agree we may use this to modify our Services and that you will not be due any compensation or any rights, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, royalty-free, fully paid, perpetual, irrevocable license to use, reproduce, modify, translate, distribute, perform, display, import, sell, offer for sale, make, have made and otherwise exploit it in any form, media, or technology, whether now known or hereafter developed, and to allow others to do the same
2. Client hereby grants to Pickaflip a non-exclusive, worldwide, transferable license to: (a) use, perform, serve, place and display all products and materials from its website; and (b) use all associated Client intellectual property in connection therewith. Client agrees that Pickaflip may include Client’s name (including any trade name, trademark, service mark and logo) on Pickaflip’s clients list and in its marketing materials and sales presentations and provide Pickaflip with the license to use its trade names, trademarks, service marks and logo for the purpose hereof.
- Limitation of Liability
1. You expressly understand and agree that Pickaflip shall not be liable for any direct, indirect, incidental, special consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other tangible losses (even if Pickaflip has been advised of the possibility of such damages), resulting from (i) the use or the inability to use the site, services, and/or the Pickaflip content; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or message received or transactions entered into through or from the site or services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the site or services; (v) any communications, interactions or meetings with other users of the site and/or services or other persons or entities with whom you communicate or interact as a result of your use of the any of our services; or (vi) any other matter relating to the site, services and/or Pickaflip content.
2. You agree to indemnify and hold Pickaflip, its officers, employees, affiliates, contractors, and suppliers, exempt from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of content you submit, transmit, post or otherwise make available through Pickaflip Services.
3. In no event shall the aggregate liability of Pickaflip exceed the greater of five-hundred ($500) USD or the amount you paid Pickaflip, if any, in the past six months for the Services giving rise to the claim.
- Exclusions and Limitations
1. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for random damages. Therefore, some of the above limitations sections may not apply to you.
1. The IO and these terms will be governed and construed in accordance with the laws of the State of Israel without giving effect to conflict of laws principles. Any dispute or claim arising out of or in connection with an IO or these terms shall be adjudicated in Tel-Aviv-Jaffe. Neither party may assign or transfer its rights under this Agreement without the prior written consent of the other party; provided that such consent is not required in the case of merger, acquisition or sale of all, or substantially all, of the assigning party’s assets, stock or business. The parties hereto are independent contractors and this Agreement does not create an agency, joint venture or partnership.
2. Any notice permitted or required by this Agreement will be in writing and transmitted by e-mail to the receiving party at the address provided. Any such notice will be deemed to have been received on the same business day if sent by during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall be ineffective only to the minimum extent necessary without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provisions in any other jurisdiction.
3. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement if the delay or failure is due to circumstances beyond the reasonable control of the non-performing party.
4. This Agreement, including all applicable Attachments and addendums hereto, constitutes the entire agreement between the parties concerning the services and related Confidential Information. It supersedes, and its terms govern, all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter.