Terms and Conditions

PurPics, Inc
Terms of Use Agreement
Last Updated: 12/14/2019

 

WELCOME TO PURPICS! PLEASE READ THIS TERMS OF USE AGREEMENT (“AGREEMENT”) CAREFULLY. THIS AGREEMENT, INCLUDING ANY APPLICABLE SUPPLEMENTAL TERMS (AS DEFINED HEREIN) INCORPORATED HEREIN, IS A LEGAL CONTRACT BETWEEN YOU (“USER”) AND PURPICS, INC (“PURPICS,” “WE” OR “US”).


SECTION 16 OF THIS AGREEMENT IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 16 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT-OUT.


By accessing or using purpics.com, or any other website (“Website”) or application with an authorized link to this Agreement (the “Platform”), registering an account or accessing or using any content, information, services, features or resources available or enabled via the Platform (collectively, the “Services”), or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS USER WHEN YOU REGISTERED ON THE SERVICES, WHETHER AS A BRAND, AN ORGANIZATION OR AN INFLUENCER. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services. 

 

Your use of the Services may be subject to any additional terms, conditions, and policies (“Supplemental Terms”); we will separately post such Supplemental Terms on the Services or will present them to you for your acceptance when you sign up for a particular Service.  For example, if you are an Influencer, the Influencer Terms and Conditions apply to you.  The Supplemental Terms applicable to you are incorporated by reference into this Agreement. To the extent there is any conflict between the terms set forth here and the Supplemental Terms, the Supplemental Terms will control with respect to the Services or feature to which the Supplemental Terms relate.

 

Subject to Section 17.9 of this Agreement, PurPics reserves the right to modify this Agreement, including the Supplemental Terms, or its policies relating to the Services at any time, effective upon posting of an updated version of this Agreement or any applicable Supplemental Terms on the applicable Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitute your agreement to such changes.

  1.  HOW THE PLATFORM AND SERVICES WORK.
    • The Platform enables companies, student organizations and their student members, and charitable organizations to facilitate influencer marketing campaigns on behalf of the companies (each, a “Campaign”) while also raising funds for charitable organizations.
    • Companies (each, a “Brand”) enter into a separate services agreement with PurPics to gain access to the Platform.  Brands then use the Platform to select student organizations on the Platform (each, an “Organization”) whose student members the Brands would like to participate in their Campaigns.
    • Organizations on the Platform have the ability to invite their student members to access and use the Platform to create digital content, including social media posts, photographs, videos, hashtags and other content, for Campaigns to promote the Brands that selected them (each student member, an “Influencer” and the social content the Influencer creates for the Brand as part of the Campaign, the “Influencer Content”). 
    • Influencers then designate one or more non-profit entities that have been associated with their Organizations in the Platform (each, a “Non-Profit Partner”) to receive fundraising proceeds earned by the Influencers as a result of their social media engagement for the Campaign. 
    • For each Campaign, PurPics works with the Brand to select Influencers, based on their individual attributes, their associated Organizations and designated Non-Profit Partners with whom Brand can partner in order to maximize Brand’s return on investment from use of the Services. 

2.  USE OF THE SERVICES The Services, and any parts thereof, are protected by copyright laws throughout the world. Subject to this Agreement, PurPics grants you the right to access and use the features and functionality of the Services, as well as a limited license to reproduce portions of Services for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by PurPics in a separate license, your right to use any part of the Services is subject to the Agreement.

2.1  Updates.  You understand that the Services are evolving.  You acknowledge and agree that PurPics may update the Services with or without notifying you.  You may need to update third-party software from time to time in order to use the Services.

2.2 Certain Restrictions.  The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services, including the Platform, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Services (including images, text, page layout or form) of PurPics; (c) you shall not use any metatags or other “hidden text” using PurPics’ name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Platform (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access the Services in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Services. Any future release, update or other addition to the Services shall be subject to the Agreement. PurPics, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Service terminates the licenses granted by PurPics pursuant to the Agreement.

2.3  Third-Party Materials.  As a part of the Services, you may have access to materials that are hosted by another party.  You agree that it is impossible for PurPics to monitor such materials and that you access these materials at your own risk.

3.  REGISTRATION.

3.1  Registering Your Account.  In order to access certain features of the Services, you are required to become a Registered User; for example, Brands must create an Account (as defined below) to launch and monitor Campaigns; Organizations must create an Account to register their Organization and monitor their fundraising progress; and Influencers must create an Account to find active and eligible Campaigns soliciting participation. For purposes of the Agreement, a “Registered User” is any user who has registered an account on the Platform (“Account”).

3.2  Registration Data.  In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are at least thirteen (13) years old; of legal age to form a binding contract; and not a person barred from using the Services under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account.  You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Services by minors.  You may not share your Account or password with anyone, and you agree to (y) notify PurPics immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or PurPics has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, PurPics has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. PurPics reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights.  You agree not to create an Account or use the Services if you have been previously removed by PurPics, or if you have been previously banned from any of the Services.

3.3  Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to Services, including but not limited to, a mobile device that is suitable to connect with and use Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Services.

4.  RESPONSIBILITY FOR CONTENT.

4.1  Types of Content.  You acknowledge that all content, including the Services, is the sole responsibility of the party from whom such content originated.  This means that you, and not PurPics, are entirely responsible for all content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through the Services, including if you are an Influencer, the Influencer Content (“Your Content”), and that you and other Users of the Services, and not PurPics, are similarly responsible for all content that you and they Make Available through the Services (“User Content”)

4.2  No Obligation to Pre-Screen Content.  You acknowledge that PurPics has no obligation to pre-screen Your Content or any User Content, although PurPics reserves the right in its sole discretion to pre-screen, refuse or remove any such content.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring.  You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications or social media posts.  In the event that PurPics pre-screens, refuses or removes any of Your Consent or User Content, you acknowledge that PurPics will do so for PurPics’ benefit, not yours.  Without limiting the foregoing, PurPics shall have the right to remove any content that violates the Agreement or is otherwise objectionable.

4.3  Storage Unless expressly agreed to by PurPics in writing elsewhere, PurPics has no obligation to store any of Your Content that you Make Available on the Services.  PurPics has no responsibility or liability for the deletion or accuracy of any content, including Your Content; the failure to store, transmit or receive transmission of content; or the security, privacy, storage, or transmission of other communications originating with or involving use of the Services.  Certain Services may enable you to specify the level at which such Services restrict access to Your Content.  You are solely responsible for applying the appropriate level of access to Your Content.  If you do not choose, the system may default to its most permissive setting.  You agree that PurPics retains the right to create reasonable limits on PurPics’ use and storage of Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Platform and as otherwise determined by PurPics in its sole discretion.

5.  OWNERSHIP.

5.1  Services Except with respect to Your Content and User Content, you agree that PurPics and its suppliers own all rights, title and interest in the Services.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services.

5.2  Trademarks. All related graphics, logos, service marks and trade names used on or in connection with any the Services or in connection with the Services are the trademarks of PurPics and may not be used without permission in connection with your or any third-party products or services.  Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

5.3  Other Content.  Except with respect to Your Content, you agree that you have no right, title, or interest in or to any content that appears on or in the Services.

5.4  Your Content.  PurPics does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Services, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.

5.5  License to Your Content.  You grant PurPics a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing the Services to you and to our other Users, and with respect to Influencer Content, to the extent specified in the Influencer Terms and Conditions.  Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of the Services.  You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.  You agree that you, not PurPics, are responsible for all of Your Content that you Make Available on or in The Services.

5.6  Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to PurPics through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that PurPics has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback.  You hereby grant to PurPics a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or PurPics’ business.

6.  USER CONDUCT As a condition of your use of the Services, you agree not to use the Services for any purpose that is prohibited by the Agreement or by applicable law. You shall not (and shall not permit any third party) either take any action or Make Available any content on or through the Services that: (a) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (b) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (c) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (d) involves commercial activities and/or sales without PurPics’ prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (e) impersonates any person or entity, including any employee or representative of PurPics; (f) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (g) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.

7.  INVESTIGATIONS PurPics may, but is not obligated to, monitor or review the Services or content at any time.  Without limiting the foregoing, PurPics shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such content violates the Agreement or any applicable law.  Although PurPics does not generally monitor user activity occurring in connection with the Services or content, if PurPics becomes aware of any possible violations by you of any provision of the Agreement, PurPics reserves the right to investigate such violations, and PurPics may, at its sole discretion, immediately terminate your license to use the Services, or change, alter or remove Your Content, in whole or in part, without prior notice to you.

8.  THIRD-PARTY SERVICES.

8.1  Third-Party Websites, Applications and Ads.  The Services may contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Applications”) and advertisements for third parties (“Third-Party Ads”).  When you click on a link to a Third-Party Website, Third-Party Application or Third-Party Ad, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination.  Such Third-Party Websites, Third-Party Applications and Third-Party Ads are not under the control of PurPics.  PurPics is not responsible for any Third-Party Websites, Third-Party Applications or Third-Party Ads.  PurPics provides these Third-Party Websites, Third-Party Applications and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third-Party Applications or Third-Party Ads, or any product or service provided in connection therewith.  You use all links in Third-Party Websites, Third-Party Applications and Third-Party Ads at your own risk. When you leave our Platform, the Agreement and policies no longer govern.  You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

9.  FEES AND PURCHASE TERMS.

9.1  Results-Based Donations. During each Campaign, PurPics and the particular Brand monitor and track Campaign activities on the Platform. For every “like” an Influencer’s post receives or for every Snapchat or Instagram story an Influencer shares featuring the Brand during the term of the Campaign, the Brand pays to PurPics which directs a donation (collectively, the “Results-Based Donation”) to the associated Non-Profit Partner designated for the Campaign. 

9.2  Payment.  If paying any fees in connection with the use of the Platform, you agree to pay all owed fees or charges in accordance with the billing terms in effect at the time a fee or charge is due and payable and to provide PurPics with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account (“Payment Provider”).  Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not this Agreement to determine your rights and liabilities. By providing PurPics with your credit card number or PayPal account and associated payment information, you agree that PurPics is authorized to immediately invoice you for all fees and charges due and payable to PurPics hereunder and that no additional notice or consent is required. You agree to immediately notify PurPics of any change in your billing address or the credit card or PayPal account used for payment hereunder.  PurPics reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.

10.  INDEMNIFICATION.  You agree to indemnify and hold PurPics, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “PurPics Party” and collectively, the “PurPics Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Service; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any other User; or (e) your violation of any applicable laws, rules or regulations. PurPics reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with PurPics in asserting any available defenses.  This provision does not require you to indemnify any of the PurPics Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to the Services.

11.  DISCLAIMER OF WARRANTIES AND CONDITIONS.

11.1  As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  PURPICS PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE PLATFORM.  

(a)  PURPICS PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE.

(b)  ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.

(c)  THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  PURPICS MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

11.2  No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT PURPICS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD PURPICS PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

12.  LIMITATION OF LIABILITY.

12.1  Disclaimer of Certain Damages YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL PURPICS PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT PURPICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE THE SERVICES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (5) ANY OTHER MATTER RELATED TO THE SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A PURPICS PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PURPICS PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A PURPICS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. 

12.2  Cap on Liability.  UNDER NO CIRCUMSTANCES WILL PURPICS PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO PURPICS BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A PURPICS PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A PURPICS PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A PURPICS PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

12.3  User Content.  EXCEPT FOR PURPICS’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE PURPICS’S PRIVACY POLICY, PURPICS ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

12.4  Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PURPICS AND YOU.

13.  PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT It is PurPics’ policy to terminate membership privileges of any User who repeatedly infringes copyright upon prompt notification to PurPics by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on the Services of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for PurPics’ Copyright Agent for notice of claims of copyright infringement is as follows: PurPics, Inc. 1614 East 6th Street Austin, Texas 78702.

14.  TERMINATION. At its sole discretion, PurPics may modify or discontinue the Services, or may modify, suspend or terminate your access to the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Services, PurPics reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Services is terminated, this Agreement will remain enforceable against you and unpaid amounts you owe to PurPics will remain due. Upon termination of this Agreement, all provisions which by their nature are intended to survive termination will survive, including without limitation, Sections 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, and 16.

15.  INTERNATIONAL USERS The Services can be accessed from countries around the world and may contain references to Services and content that are not available in your country.  These references do not imply that PurPics intends to announce such Services or Content in your country.  The Services are controlled and offered by PurPics from its facilities in the United States of America. PurPics makes no representations that the Services are appropriate or available for use in other locations.  Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

16.  DISPUTE RESOLUTION.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with PurPics and limits the manner in which you can seek relief from us.

16.1  Applicability of Arbitration Agreement.  You agree that any dispute or claim relating in any way to your access or use of the Platform, to any products sold or distributed through the Platform, or to any aspect of your relationship with PurPics, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify,; and (2) you or PurPics may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

16.2  Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent PurPics, Inc. 1614 East 6th Street Austin, Texas 78702.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267.  If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.  If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, PurPics will pay them for you.  In addition, PurPics will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

16.3  Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any claim that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and PurPics.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.

16.4  Waiver of Jury Trial.  YOU AND PURPICS HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and PurPics are instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 16.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

16.5  Waiver of Class or Other Non-Individualized Relief.  ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the Commonwealth of Virginia.  All other claims shall be arbitrated.

16.6  30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: info@purpics.com, within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your PurPics username (if any), the email address you used to set up your PurPics account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you.  Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

16.7  Severability.  Except as provided in subsection 16.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

16.8  Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with PurPics.

16.9  Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if PurPics makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing PurPics at the following address: 1614 East 6th Street, Austin Texas 78702.

17.  GENERAL PROVISIONS.

17.1  Electronic Communications The communications between you and PurPics may take place via electronic means, whether you visit the Services or send PurPics e-mails, or whether PurPics posts notices on the Services or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from PurPics in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that PurPics provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights.

17.2  Release.  You hereby release PurPics Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Services, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Agreement or your use of the Services.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a PurPics Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform.

17.3  Assignment.  The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without PurPics’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

17.4  Force Majeure.  PurPics shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

17.5  Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to Company Properties, please contact us at: info@purpics.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.

17.6  Governing Law.  THE AGREEMENT AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE COMMONWEALTH OF VIRGINIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

17.7  Notice.  Where PurPics requires that you provide an e-mail address, you are responsible for providing PurPics with your most current e-mail address.  In the event that the last e-mail address you provided to PurPics is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, PurPics’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to PurPics at the following address: info@purpics.com.  Such notice shall be deemed given when received by PurPics by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

17.8  Waiver.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

17.9  Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

17.10  Export Control.  You may not use, export, import, or transfer the Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Services, and any other applicable laws.  In particular, but without limitation, the Services may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Services, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Services for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by PurPics are subject to the export control laws and regulations of the United States.  You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer PurPics products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.

17.11  Consumer Complaints.  In accordance with California Civil 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 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

17.12  Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.