Terms of Use and
Service
INTRODUCTION
MODIFICATION
ELIGIBILITY
SCOPE OF SERVICE
HOW WE PROTECT YOUR INFORMATION
ADVERTS
NO VERIFICATION
APPOINTMENTS AND FEES
REFUNDS
TAXES
COMMUNITY GUIDELINES
OWNERSHIP
PLATFORM LICENSE
PICKT CONTENT AND MEMBER CONTENT LICENSE
MEMBER CONTENT
THIRD-PARTY WEBSITES
INTELLECTUAL PROPERTY RIGHTS NOTICES
TERMINATION AND PICKT ACCOUNT DEACTIVATION
DISCLAIMER
LIMITATION OF LIABILITY
INDEMNIFICATION
FEEDBACK AND REPORTING MISCONDUCT
ASSIGNMENTS
NOTICES
SEVERABILITY
GOVERNING LAW AND JURISDICTION
DISPUTE RESOLUTION
ENTIRE AGREEMENT
NO WAIVER
CONTACTING PICKT
EFFECTIVE DATE
- 1
INTRODUCTION
These Terms of Use and Service (“Terms” or “Agreement”) contained herein is a legal agreement between you (“you” or “user”) and Pickt, Inc. and Pickt Technologies Ltd (“Pickt,” “we,” “our,” or “us”). Pickt offer a platform and services that link individuals offering information, knowledge and guidance (the “Pros”) with those seeking it (the “Pickers”), all through the internet (collectively, the “Services”). These Terms shall govern your access to and use of our Services, which Services are accessible at www.pickt.io and any other site, application or platform through which Pickt makes the Services available (collectively, the “Platform” or “Site”). By using the Platform, you agree to comply with and be legally bound by the terms and conditions of these Terms, whether or not you become a registered user of the Services. While utilising the features of the Platform, you are bound to any relevant agreements, policies, or guidelines that may be posted periodically. All such agreements, policies or guidelines, including the Privacy Policy[1] are hereby incorporated by reference into these Terms. If there is a conflict between these Terms and all such agreements, policies or guidelines for a specific feature of the Platform, the latter terms and conditions will take precedence with respect to your use of or access to that feature of the Platform. We ask that you read these Terms carefully before agreeing to be bound by them. If you do not accept these Terms, you have no right to obtain information from or otherwise continue using the Platform. YOU ACKNOWLEDGE THAT PICKT ONLY PROVIDES A PLATFORM THROUGH WHICH PROS MAY ADVERTISE THEIR EXPERTISE TO PICKERS IN ORDER TO OFFER INFORMATION, KNOWLEDGE AND GUIDANCE TO PICKERS. YOU UNDERSTAND AND AGREE THAT PICKT IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN MEMBERS. PICKT HAS NO CONTROL OVER THE CONDUCT OF MEMBERS OR OTHER USERS OF THE PLATFORM OR ANY INFORMATION PROVIDED IN CONNECTION THERETO, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. ACCORDINGLY, ALL MEMBERS USE THE PLATFORM AT THEIR OWN RISK YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE PLATFORM OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE PLATFORM, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE PLATFORM. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE PLATFORM. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
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MODIFICATION
Pickt reserves the right, at its sole discretion, to modify the Platform or to modify these Terms, including the Service Fee (as defined below), at any time and without prior notice. If we modify these Terms, we will post the modification on the Platform. We will also update the “Effective Date” on these Terms. Modifications to these Terms shall automatically be effective upon posting. By continuing to access or use the Platform after we have posted a modification on the Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Platform.
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ELIGIBILITY
The Platform and Services are intended solely for persons who are 18 or older. Any access to or use of the Platform or Services by anyone under 18 is expressly prohibited. By accessing or using the Platform or Services you represent and warrant that (i) you agree to be bound by these Terms (ii) you are 18 or older and able to form legally binding contracts and (iii) you are not a person barred from receiving services under the laws of Pickt’s applicable jurisdiction. You also warrant and represent to provide us with accurate information, and not to misrepresent your identity or user information nor use the Platform for unlawful purposes.
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SCOPE OF SERVICE
The Platform serves as a meeting place for Members to arrange appointments and share information with each other. As an unregistered visitor, you can view Adverts, but to use the Services or post an Advert, you must register and create a Pickt account. Pickt's role is limited to facilitating the Platform's accessibility and related services, such as appointment scheduling, call management, payment integration, and call support. Pickt is not responsible for the content or information shared between Members during appointments or otherwise, and does not verify the credentials of its Members. You acknowledge that Pros are not employees or representatives of Pickt but rather independent service providers who use the Platform to promote their services to other Members and the public. You understand that Pickt will not be held responsible for any liability caused by relying on information from Members or contained in Member Content.
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HOW WE PROTECT YOUR INFORMATION
To use certain features of the Platform, you must register to create an account (“Pickt Account”) and become a Member. You may register as a Member directly via the Platform or register by logging into your account with certain third-party social networking sites (including, but not limited to, Facebook, Twitter and LinkedIn). You represent that you are entitled to disclose your third-party account login information to Pickt and/or grant Pickt access to your third-party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable third-party account and without obligating Pickt to pay any fees or making Pickt subject to any usage limitations imposed by such third-party service providers. We will create your Pickt Account and your Pickt Account profile page for your use of the Platform based upon the personal information you provide to us or that we obtain via the contents stored on a third-party account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. You may not have more than one (1) active Pickt Account. Pickt reserves the right to suspend or terminate your Pickt Account and your access to the Platform if you create more than one (1) Pickt Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Pickt Account, whether or not you have authorized such activities or actions. You will immediately notify Pickt of any unauthorized use of your Pickt Account.
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ADVERTS
As a Pro, you may create Adverts to offer your services to other members. To do so, you may need to provide information about your expertise, pricing, and other relevant financial details. These Adverts will be visible to the public through the platform. Pickers can schedule appointments with you through the platform based on the information in your Adverts. You accept full responsibility for any and all Adverts you post and agree that your Adverts (i) will not violate any agreements with third parties and (ii) will comply with all relevant laws, regulations, and tax requirements, and not infringe on the rights of others. Pickt takes no responsibility for the content of Adverts or a Member's compliance with laws, regulations, and rules. Pickt is not involved in interactions between Members and does not endorse or recommend specific Pros to Pickers. Pickt does not edit, modify, screen, or guarantee the content of Member communications or Member Content. Pickt reserves the right, at any time and without prior notice, to remove or disable access to any Advert for any reason, including Adverts that Pickt, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform. You acknowledge and agree that, as a Pro, you are responsible for your own acts and omissions.
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NO VERIFICATION
Even though these Terms require Members to give accurate information, Pickt does not verify nor confirm, the identity or credentials of Members. You are responsible for evaluating the identity and qualifications of those you communicate with through the platform. By using the platform, you agree that any legal action or compensation sought for the actions or omissions of other Members or third parties will only be directed at those specific Members or third parties who caused the harm, and you agree not to seek any legal remedy from Pickt for such actions or omissions.
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APPOINTMENTS AND FEES
Pros: As a Pro, if you receive an appointment request from a Member, you must either accept or decline the request within 24 hours or as determined by Pickt, or the request will be cancelled automatically. When an appointment is requested with you through the platform, we will provide you with the first and last name of the Picker and a link to their Pickt account profile page, so you can review this information before accepting or rejecting the appointment. Upon confirming an appointment request, Pickt will send you a notification through the Platform confirming the booking. The amount due and payable by a Picker relating to Appointment time with you is referred to as an “Appointment Fee”. Appointment Fees shall be quoted in each Advert and in the applicable currency and rate. Please note that it is Pros, and not Pickt, which set all Appointment Fee. As compensation for the Services, Pickt charges a fee (the "Service Fee") based on a percentage of the appointment fees collected on your behalf. The Service Fee is taken from the appointment fee due to you for an appointment. After each appointment, Pickt calculates the correct appointment fee owed by the Picker to you based on the appointment's duration and fee rate, then subtracts the applicable Service Fee and sends the remaining balance of the appointment fee to you through payment methods listed on the platform. Service fees are not refundable unless otherwise stated. Pickers: As a Picker, you take full responsibility for fulfilling any agreed-upon Appointments and not Pickt. If you schedule an Appointment with a Pro through the Platform, the Appointment's terms, conditions, rules, and restrictions listed in the Pro's Advert apply. You accept that you, not Pickt, will carry out the obligations of the Appointment and Pickt has no involvement in the agreement and denies all liability related to the agreement. You agree to pay Pickt all Appointment Fees due in connection with any Appointment. In order to initiate an Appointment, you understand and agree that Pickt reserves the right, in its sole discretion, to obtain a pre-authorization of your Wallet or charge your Wallet a nominal amount in order to verify your Wallet. At the end of each Appointment, Pickt will process and collect the Appointment Fees payable in accordance with these Terms and the terms of the Advert. You agree to pay Pickt for any consummated Appointments in accordance with these Terms, by authorizing Pickt to debit your Wallet of the Appointment Fees. In connection with crediting your Wallet, you will be asked to provide customary billing information such as name, billing address and credit card information either to Pickt or its third-party payment processor. You hereby authorize the collection of such amounts by charging the credit card provided as part of the process of crediting your Wallet, either directly by Pickt or indirectly, via a third-party online payment processor or by one of the payment methods described on the Platform. If you are directed to Pickt’s third party payment processor, you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services. Once your transaction is complete you will receive a confirmation email or notification on the Platform summarizing your confirmed Appointment.
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REFUNDS
You (as a Picker) may cancel an Appointment without penalty at any time before the commencement of the Appointment. Where the Appointment have already commenced, and you fail to attend the meeting or you cancel the meeting, you shall only be entitled to a refund of 45% of the Appointment Fee. You (as a Pro) may cancel a scheduled Appointment without penalty at any time; provided that the Picker shall be entitled to a refund of 100% of the Appointment Fee. If you have been improperly charged for an Appointment that was cancelled and require a refund, please contact Pickt at [email protected].
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TAXES
You understand and agree that you are solely responsible for determining your applicable Tax reporting requirements in consultation with your tax advisors. Pickt cannot and does not offer Tax-related advice to any Members of the Platform. [email protected]
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COMMUNITY GUIDELINES
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of Platform and Content. In connection with your use of our Platform and Services, you may not and you agree that you will not: violate any local, state, provincial, national, or other law or regulation, or any order of a court, including, without limitation, zoning restrictions and Tax regulations; use manual or automated software, devices, scripts robots, other means or processes to access, “scrape”, “crawl” or “spider” any web pages or other services contained in the Site, Application, Services or Content; use the Platform or Services for any commercial or other purposes that are not expressly permitted by these Terms; copy, store or otherwise access any information contained on the Platform for purposes not expressly permitted by these Terms; infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights; interfere with or damage our Platform, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology; use our Platform or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers; use our Platform or Services in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to lodging in a private residence; "stalk" or harass any other user of our Site, Application, or Services or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Pickt Member; register for more than one Pickt Account or register for a Pickt Account on behalf of an individual other than yourself; contact a Pro for any purpose other than asking a question related to the Services, contact a Picker for any purpose other than asking a question related to the Services; recruit or otherwise solicit any other Member to join third party services or websites that are competitive to Pickt, without Pickt’s prior written approval; impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity; use automated scripts to collect information or otherwise interact with the Platform; use the Platform to find a Pro and then complete a transaction independent of the Platform in order to circumvent the obligation to pay any fees related to Pickt’s provision of the Services; as a Pro, submit any Advert with a false or misleading information, or submit any Advert with a price that you do not intend to honor; post, upload, publish, submit or transmit any Content that: (i)infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v)promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances; systematically retrieve data or other content from our Site, Application or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise; use, display, mirror or frame the Site or Application, or any individual element within the Platform, Pickt’s name, any Pickt trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Pickt’s express written consent; access, tamper with, or use non-public areas of the Platform, Pickt’s computer systems, or the technical delivery systems of Pickt’s providers; attempt to probe, scan, or test the vulnerability of any Pickt system or network or breach any security or authentication measures; avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Pickt or any of Pickt’s providers or any other third party (including another user) to protect the Platform; forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services, Application or Collective Content to send altered, deceptive or false source-identifying information; attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform; or advocate, encourage, or assist any third party in doing any of the foregoing. Pickt will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Pickt may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that Pickt has no obligation to monitor your access to or use of the Platform or to review or edit any Member Content, but has the right to do so for the purpose of operating the Platform, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Pickt reserves the right, at any time and without prior notice, to remove or disable access to any Content that Pickt, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform.
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OWNERSHIP
The Platform and collective Content are protected by copyright, trademark, and other applicable laws of Nigeria, United States and other foreign countries. You acknowledge and agree that the Platform and collective Content, including all associated intellectual property rights is the exclusive property of Pickt and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or collective Content.
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PLATFORM LICENSE
Subject to your compliance with these Terms, Pickt grants you a limited non-exclusive, non-transferable license to use the Platform on your mobile device or computer for your own personal use. Pickt reserves all rights in the Application not expressly granted to you by these Terms.
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PICKT CONTENT AND MEMBER CONTENT LICENSE
Subject to your compliance with the terms and conditions of these Terms, Pickt grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Pickt Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.Subject to your compliance with the terms and conditions of these Terms, Pickt grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Pickt Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Application, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Pickt or its licensors, except for the licenses and rights expressly granted in these Terms.
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MEMBER CONTENT
We may, in our sole discretion, permit Members to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Platform, you hereby grant to Pickt a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, or by means of the Platform. Pickt does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content. You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Pickt the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Pickt’s use of the Member Content (or any portion thereof) on, through or by means of the Site, Application and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
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THIRD-PARTY WEBSITES
The Platform may contain links to third-party websites or resources. You acknowledge and agree that Pickt is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Pickt of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
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INTELLECTUAL PROPERTY RIGHTS NOTICES
All trademarks, service marks, logos, trade names and any other proprietary designations of Pickt used herein are trademarks or registered trademarks of Pickt. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties. Pickt respects copyright law and expects its users to do the same. It is Pickt’s policy to terminate in appropriate circumstances the Pickt Accounts of Members who infringe or are believed to be infringing the rights of copyright holders.
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TERMINATION AND PICKT ACCOUNT DEACTIVATION
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Terms or your access to our Platform, and (b) deactivate or cancel your Pickt Account. Upon termination we will promptly pay you any amounts we reasonably determine we owe you in our discretion, which we are legally obligated to pay you. In the event Pickt terminates these Terms, or your access to our Platform or deactivates or cancels your Pickt Account you will remain liable for all amounts due hereunder. You may cancel your Pickt Account at any time by contacting Pickt. Please note that if your Pickt Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any reviews or Feedback.
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DISCLAIMER
IF YOU CHOOSE TO USE THE PLATFORM, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT PICKT DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, SEEKERS AND EXPERTS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, PICKT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PICKT MAKES NO WARRANTY THAT THE SITE, APPLICATION, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE ADVERTS OR ANY INFORMATION PROVIDED VIA APPOINTMENTS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. PICKT MAKES NO WARRANTY REGARDING THE QUALITY OF ANY ADVERTS, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE, APPLICATION OR THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PICKT OR THROUGH THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES. YOU UNDERSTAND THAT PICKT DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE, APPLICATION OR SERVICES. PICKT MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE, APPLICATION OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE, APPLICATION OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE, APPLICATION OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, APPLICATION OR SERVICES, INCLUDING, BUT NOT LIMITED TO, EXPERTS, REGARDLESS OF WHETHER SUCH COMMUNICATIONS OR INTERACTIONS ARE ORGANIZED BY PICKT.
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LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, APPLICATION, SERVICES AND COLLECTIVE CONTENT, ADVERTS OR APPOINTMENTS VIA THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF PICKT WHETHER IN PERSON, BY PHONE, ONLINE OR OTHER MEANS REMAINS WITH YOU. NEITHER PICKT NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE PLATFORM, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, APPLICATION, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PICKT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT WILL PICKT’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE PLATFORM INCLUDING, BUT NOT LIMITED TO, FROM YOUR ADVERT OR BOOKING OF ANY APPOINTMENT VIA THE PLATFORM, OR FROM THE USE OF OR INABILITY TO USE THE SITE, APPLICATION, SERVICES OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR APPOINTMENTS MADE VIA THE PLATFORM AS A MEMBER IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR ONE HUNDRED DOLLARS ($100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PICKT AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
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INDEMNIFICATION
You agree to release, indemnify, and hold Pickt and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Platform or the Content or your violation of these Terms; (b) your Member Content and (c) your (i) interaction with any Member, (ii) reliance on any information exchanged via the Site, Application or Services, or (iii) creation of an Advert . Pickt shall have the right to control all defense and settlement activities.
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FEEDBACK AND REPORTING MISCONDUCT
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform (“Feedback”). You may submit Feedback by emailing us at [email protected]. You acknowledge and agree that all Feedback will be the sole and exclusive property of Pickt and you hereby irrevocably assign to Pickt and agree to irrevocably assign to Pickt all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Pickt’s request and expense, you will execute documents and take such further acts as Pickt may reasonably request to assist Pickt to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback. In addition, if you feel any user is acting or has acted inappropriately, including but not limited to, anyone who (i) engages in offensive, violent or sexually inappropriate behavior, (ii) you suspect of fraud, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and to Pickt.
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ASSIGNMENTS
You may not assign or transfer these Terms, by operation of law or otherwise, without Pickt’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Pickt may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
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NOTICES
Unless otherwise specified herein, any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Pickt (i) via email (in each case to the email address that you provide) or (ii) by posting to the Site or via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
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SEVERABILITY
These Terms are intended to govern the agreement between Pickt and you to the extent permitted by all applicable laws, ordinances, rules, and regulations. If any provision of these Terms or the application thereof to any person or circumstances shall, for any reason or to any extent, be invalid or unenforceable, the remainder of these Terms and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law.
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GOVERNING LAW AND JURISDICTION
These Terms will be interpreted in accordance with the laws of the Federal Republic of Nigeria or the State of Delaware, without regard to either jurisdiction’s conflict-of-law provisions. You and Pickt agree that any action brought by either party to interpret or enforce any provision of this Terms shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of, the appropriate state or federal court for the district encompassing the Company’s principal place of business.
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DISPUTE RESOLUTION
You and Pickt agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the Services or use of the Platform (collectively, “Disputes”) shall be resolved exclusively through final and binding arbitration, which said arbitration shall be administered in accordance with the Arbitration and Conciliation Act (Chapter 18, Laws of the Federation of Nigeria 2004) or the rules of the American Arbitration Association (AAA) by a single arbitrator appointed in accordance with such rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The parties agree to pay their respective costs and expenses of the arbitration, including their respective attorneys' fees, except that the prevailing party shall be entitled to recover its reasonable expenses, including reasonable attorneys' fees, from the non-prevailing party. Notwithstanding the foregoing, each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. You acknowledge and agree that you and Pickt are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Pickt otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. This “Dispute Resolution” section will survive any termination of these Terms.
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ENTIRE AGREEMENT
These Terms constitute the entire and exclusive understanding and agreement between Pickt and you regarding the Site, Application, Services, Collective Content and any Appointments or Adverts made via the Platform, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Pickt and you regarding the same.
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NO WAIVER
The failure of Pickt to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Pickt. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
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CONTACTING PICKT
If you have any questions about these Terms, please contact Pickt at: [email protected]
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EFFECTIVE DATE
This Terms of Use and Service is effective this ___1ST__day of ____MARCH___2023.[2]
