Last Modified:  December 10, 2017

Thank you for visiting this website, offered by PICPIX Inc. (“PICPIX”, “we”, “us” or “our”).  These terms of use (the “Terms of Use”) govern your access to and use of our websites, including getpaddee.com and paddee.co (collectively, our “Website”).

Please read the Terms of Use carefully before you start use of this Website.  The Website is available TO USERS 13 YEARS OF AGE OR OLDER.  Please email us with any questions or comments about these Terms of Use and our Privacy Policy at support@paddee.com.

NOTICE REGARDING DISPUTE RESOLUTION:  These Terms of Use contain provisions that govern the resolution of claims between you and PICPIX.  They also include an agreement to arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration.  Unless you opt-out, you will only be able to pursue claims against PICPIX on an individual basis, not as part of any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

• Acceptance and Modification of the Terms of Use.

By accessing or using the Website, or by clicking to accept or agree to the Terms of Use when this option is made available, you acknowledge that you have read, understand, and agree, without limitation or qualification, to be bound and abide by the Terms of Use, which includes our Privacy Policy incorporated herein by reference.  

We may revise and update these Terms of Use from time to time.  All changes are effective as of the date specified when posted and apply to all access to and use of the Website thereafter.  Your continued use of the Website following the effective date of the changes to these Terms of Use means that you accept and agree to such changes.   Please check these Terms of Use periodically for changes, as these changes are binding on you.  

• Access, License and Privacy.

Provided you are not under the age of thirteen (13), we hereby grant you a personal, non-exclusive, non-transferable, revocable license to access our Website only for your own personal and noncommercial purposes (the “License”). All material found on the Website (including visuals, graphics, templates, text, icons, displays, databases, recordings (sound, video or otherwise), media, and general information) (collectively, “Material”) is owned or licensed by us. You may view, browse and sample Material from the Website only for your personal, noncommercial use unless you purchase Credits (defined below) or Pay-Per-Design (defined below). You may not post material from the Website on another website, service or on a computer network except as explicitly permitted by these Terms of Use. You may not transmit or distribute Material from the Website to other sites or services. You may not use the Website, or information found at the Website (including the names and addresses of those who have submitted information), to sell or promote products or services or to solicit clients or for any other commercial purpose.

In the unlikely event you fail to comply with these Terms of Use, we may terminate the License without notice and you will no longer be permitted to access the Website.  If we become aware of possible violations of these Terms of Use, we may initiate an investigation that may include gathering information from you or any user involved and the examination of other material. We will determine what action will be taken in response to a violation at our sole discretion. We will fully cooperate with law enforcement authorities in investigating suspected lawbreakers.

We value your privacy and understand your privacy concerns.  Please review our Privacy Policy, which also governs your access to and use of the Website, so that you may understand our privacy practices.  All information we collect is subject to our Privacy Policy, and by using the Website you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.  You further understand that any information collected by PICPIX may be transferred to the United States and/or other countries for storage, processing and use by PICPIX and its affiliates.

• Registration Policy and Account Security.

To access the Website, or some of the resources they offer, you may be asked to provide certain registration details or other information.  It is a condition of your use of the Website that you (i) provide correct, current and complete information about yourself as prompted by the registration form for the Website (such information being the “Registration Data”) and (ii) maintain and promptly update the Registration Data to keep it correct, current and complete.  You agree that all information you provide to register or otherwise, including without limitation through any interactive features of this Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.  You further agree that PICPIX may provide any and all notices, statements, and other communications to you through email to the email address provided in the Registration Data.

If you create, or are provided with, a user name, password or any other information as part of our security procedures, you agree to treat such information as confidential, and that you will not disclose such information to any other person or entity.  You further agree that your account is personal to you and that you will not provide any other person access to this Website, or any portions of the same, using your user name, password or other security information.  You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

• Credits and Pay-For-Design

You can browse photo booth template designs (“Templates”) at no cost.  You can also customize Templates by changing the text or moving design elements within the Templates.  In order to export a Template for an event (an “Event”), you must either (i) use one (1) credit (a
“Credit”) for each Template for each unique Event, or (ii) pay for each Template (“Pay-For-Design”) for each event.  Monthly plans that include a certain number of Credits per month (the “Monthly Plans”) can be found at http:// https://getpaddee.com/pricing. Each Event you create and edit a design for must be for a unique event. Unused Credits in any given month roll over to the next month indefinitely until you cancel your Monthly Plan.  

The fees for Monthly Plans are payable in advance (the “Fees”).  All Fees are irrevocable and non-refundable.  PICPIX reserves the right to change the Fees and to institute new charges at any time, upon notice to you.  Late payments will be subject to a service charge of one and a half percent (1.5 %) per month, or the maximum charge permitted by law, whichever is less.  

PICPIX reserves the right to suspend your access to or use of Credits for which any payment is overdue.  You agree that PICPIX will not be liable to your to any third party for any suspension of your access to or use of Credits resulting from your non-payment of Fees. Upon payment in full of all amounts overdue (including any interest owed), you may request the reactivation of your account.  PICPIX will promptly reactivate your account, provided that (i) PICPIX has not already terminated these Terms of Use; and (ii) you have paid PICPIX in advance all applicable reactivation fees.  

• Exports

You are not permitted to export Templates from the Website for your use at an Event unless they are completed designs for which you used a Credit or paid via Pay-For-Design.   We monitor all exports from the Website and if it is determined that you are exporting non-completed Templates, we will suspend your access to the Website and you will be responsible to pay PICPX for the exported designs at the Pay-For-Design rates.  

• Links to Third Party Sites.

The Website may contain links to third party websites (“Linked Sites”).  We do not control these Linked Sites and are not responsible for the content of, stability of, or any transmission to or from any Linked Site.  PICPIX provides these links to you only as a convenience and the inclusion of any link does not imply endorsement by PICPIX or any association with the link’s operators, or guarantee that the content contains accurate information.  We recommend you review the privacy statements and terms of use posted at any Linked Sites.

• Intellectual Property Rights; Content; Copyright Infringement Notification Process.

5.1 Intellectual Property Rights.  The Materials, services and content offered on or through the Website, as well as their selection and arrangement, are protected by intellectual property rights (the “Intellectual Property Rights”), and any unauthorized use of the Website may violate such Intellectual Property Rights laws and these Terms of Use.  PICPIX and its licensors own all right, title and interest in and to the Intellectual Property Rights of the Materials, services and content offered on or through the Website. These Terms of Use do not convey or transfer any ownership rights to you. The trademarks, logos and service marks displayed on the Website, including without limitation “paddee,” are the property of PICPIX or other third parties. You are not permitted to use these marks without the prior written consent of PICPIX or such third party that may own the marks. You may not remove or obscure any copyright notice or other proprietary notices contained on the Website, or any materials, services or content retrieved through the Website.

5.2 Your Content.  The Website may allow you to post data, text, pictures, videos, recordings or other materials and information that will be accessible by visitors to the Website (“Public Content”), or that will only be accessible by you or those designated by you (“Private Content”) (Public Content and Private Content, collectively referred to as “Your Content”).  As between you and PICPIX, you remain the sole owner of and solely responsible for Your Content.  PICPIX does not claim ownership of any of Your Content, but by submitting Your Content, you hereby grant PICPIX a nonexclusive, worldwide, royalty-free, fully paid up, irrevocable, perpetual right and license to link to, reproduce, distribute, adapt, promote, display, and sublicense Your Content, including without limitation using Your Content in marketing materials for PICPIX.  PICPIX does not endorse, guarantee, or assume any responsibility, obligation or liability relating to Your Content, including without limitation liability for third-party claims against users of the Website for defamation, libel, slander, infringement, invasion of privacy, violation of publicity rights, obscenity, pornography, profanity, fraud or misrepresentation.  PICPIX reserves the right to remove any of Your Content at any time, with no obligation to notify you of the removal.  Publication of any of Your Content is at the sole discretion of PICPIX.  

5.3 Prohibited Content.  While using the Website, you agree that you will not upload, post, email, transmit or otherwise make available any Public Content or Private Content that:  (i) is unlawful, harmful, threatening, abusive, harassing, tortious, infringing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or is racially, ethnically or otherwise objectionable; (ii) creates a risk of harm, loss, or damage to any person or property or a risk of physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to yourself, to any other person, or to any animal; (iii) seeks to harm or exploit minors in any way, including, but not limited to, by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) violates, or encourages any conduct that violates laws or regulations or contains any information or content that is illegal; or (v) infringes any third party’s intellectual property rights, privacy rights, publicity rights, or other personal or proprietary rights or contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships.

5.4 Prohibited Conduct.  While using the Website, you agree not to engage in any of the following prohibited activities: (i) use, display, mirror or frame the Website, any individual element within the Website, the PICPIX name, trademark, logo or other proprietary information, or the layout and design of any page, without our express written consent; (ii) access the Website by any means other than through the interface provided by PICPIX and as otherwise expressly authorized under these Terms of Use; (iii) access, tamper with, or use non-public areas of the Website, our computer systems, or the technical delivery systems of our providers; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by PICPIX or any of our providers or any other third party (including another user) to protect the Website; (v) forge headers or otherwise manipulate identifiers in order to disguise the origin of any of Your Content transmitted through the Website; (vi) attempt to access or search the Website or scrape or download any user content from the Website, or otherwise use or upload content to, or create new links, reposts, or referrals in the Website through the use of any engine, software, tool, agent, device or mechanism (including automated scripts, spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by PICPIX or other generally available third party web browsers; (vii) send or post onto the Website any unsolicited or unauthorized spam, advertising messages, promotional materials, email, junk mail, chain letters or other form of solicitation; (viii) use any meta tags or other hidden text or metadata utilizing the Website or an PICPIX trademark, logo, or URL without PICPIX’s express written consent; (ix) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Website; (x) interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending or posting a virus, overloading, flooding, spamming, or mail-bombing the Website; (xi) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose any portion of the Website (including your account) or your access to or use of the Website; (xii) collect or store any personally identifiable information from other users of the Website without their express permission; (xiii) stalk or otherwise harass another person or entity; (xiv) impersonate or misrepresent your affiliation with any person or entity; (xv) violate any applicable law or regulation; or (xvi) encourage or enable any other individual to do any of the activities prohibited in these Terms of Use.

5.5 Transmission of Your Content.  The term “Your Content” also includes registration information, financial information, electronic transmissions and all other data of any kind contained within emails or otherwise submitted by you or entered electronically in the course of your use of the Website. You understand that the technical processing and transmission of Your Content (including the possible transmission of Your Content outside its country of origin) may be necessary to your use of the Materials, services and content offered on or through the Website and consent to PICPIX’s interception and storage of Your Content. You understand that you or PICPIX may be transmitting Your Content over the Internet, and over various networks, only part of which may be owned and operated by PICPIX. You agree that PICPIX is not responsible for any portions of Your Content that are lost, altered, intercepted or stored without authorization during the transmission of Your Content across networks not owned and operated by PICPIX.

5.6 Copyright Infringement Notification Process. PICPIX abides by the Federal Digital Millennium Copyright Act (the “DMCA”). If you believe that any content included on the Website is your proprietary work and has been copied in a way that constitutes an infringement of your copyrights in that work, please immediately notify PICPIX of any such copyright or other Intellectual Property Rights infringement. Similarly, if you believe that Your Content has been inappropriately removed, you may send a counter-notification. In either case, your written notice should be sent to our designated agent as follows:

DMCA Complaints

PICPIX Inc.

Attn: DMCA Support

PO BOX 41555

Telephone: 844-494-7228

Email: dmca@paddee.co

Please also note that under the DMCA, any person who knowingly materially misrepresents that material or activity is infringing or was removed or disabled by mistake or misidentification may be subject to liability. All reports and inquiries will be kept confidential, except to the extent necessary to investigate any alleged violation and enforce the terms and conditions of these Terms of Use. Before sending either a copyright infringement notification or counter-notification, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. The following notice requirements are intended to comply with PICPIX’s rights and obligations under the DMCA and do not constitute legal advice. PICPIX will remove the infringing content, subject to the procedures outlined in the DMCA.

5.6.1 Copyright Infringement Notification. To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs is the best way to help us locate content quickly.

4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.

5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

5.6.2 Counter-Notification. If Your Content has been taken down, you may elect to send us a counter notice. To be effective your counter notice must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

1. A physical or electronic signature of the subscriber.

2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

• Disclaimer of Warranties/Limitation of Liability

THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, PICPIX AND ITS PARTNERS, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS AND LICENSORS (COLLECTIVELY, THE “PICPIX PARTIES”) DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A  PARTICULAR PURPOSE AND NON-INFRINGEMENT.  THE PICPIX PARTIES DO NOT WARRANT THAT THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR SERVERS THAT MAKE THE WEBSITE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DESCRIPTIONS OR DEPICTIONS, OR OTHER CONTENT OFFERED AS PART OF THE WEBSITE, ARE ACCURATE, RELIABLE, CURRENT OR COMPLETE.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. IF YOU DOWNLOAD ANY CONTENT FROM THE WEBSITE, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT THROUGH THE WEBSITE.  WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE WEBSITE OR ANY FEATURE OR PART THEREOF AT ANY TIME. 

YOU UNDERSTAND AND AGREE THAT THE PICPIX PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF PICPIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR USE OR ACCESS OF, OR INABILITY TO USE OR ACCESS, THE WEBSITE. In no event shall our total liability to you for all damages, losses, and causes of action exceed the amount paid by you, if any, for accessing THE WEBSITE.

• Indemnification.

You agree to indemnify, defend and hold harmless the PICPIX Parties from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Use by you or any other actions connected with your use of the Website.  Your indemnification obligations include without limitation claims arising out of any of Your Content, as well as any claims arising out of acts or omissions by your agents, and any other person or entity who gains access to PICPIX’s materials, services or content through your name either with your permission or as a result of your failure to use reasonable security measures.

• Injunctive Relief.

Your breach of these Terms of Use may result in immediate and irreparable harm to us, for which there may be no adequate remedy at law, and, therefore, you agree that we are entitled to equitable relief to compel you to cease and desist all unauthorized use, evaluation and disclosure of information obtained through the Website, which is in addition to any other remedies available at law or in equity.

• Arbitration Agreement and Waiver of Class Action.

Except as set forth below, ANY DISPUTE OR CLAIM ARISING UNDER THESE TERMS OF USE, INCLUDING THE PRIVACY POLICY INCORPORATED HEREIN BY REFERENCE, OR RELATING IN ANY WAY TO YOUR USE OF THE WEBSITES OR SERVICES WILL BE RESOLVED BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT; provided, however, that the following are exceptions to our agreement to arbitrate our disputes:

• Any claim that qualifies as a small claim in a court of limited subject matter jurisdiction must be brought in such court; and 

• Any claim for injunctive relief may be brought in a court of competent jurisdiction to enjoin intellectual property infringement or misuse.  

You may begin an arbitration proceeding by following the American Arbitration Association’s (AAA’s) filing requirements and mailing a request for arbitration and description of your claim to our registered agent, [Insert statutory agent information].  The AAA’s Rules of Commercial Arbitration will apply (available at www.adr.org or by calling 1-800-778-7879).  The arbitrator will have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of this agreement to arbitrate.  Notwithstanding any of the foregoing, THE ARBITRATOR WILL NOT BE EMPOWERED AND DOES NOT HAVE THE AUTHORITY TO HEAR OR DECIDE ANY CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, TO AWARD PUNITIVE OR EXEMPLARY DAMAGES OR TO AWARD ATTORNEYS’ FEES TO THE PREVAILING PARTY.

You may opt out of this agreement to arbitrate by providing written notice of your intention to do so to PICPIX within 60 days of the earlier of your first use of the Website or your registration with the Website.

By using the Website, you agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Rhode Island, without regard to principles of conflict of laws, will govern these Terms of Use (including the Privacy Policy incorporated herein by reference) and any dispute or claim of any sort that might arise between you and PICPIX. 

• No Waiver; Severability.

A waiver of any breach of any provision of these Terms of Use is not a waiver of any repetition of such breach and will not in any manner affect any other terms or conditions of these Terms of Use. We do not waive any rights by the failure to enforce any provision of these Terms of Use in every instance in which it might apply. In the event that any provision of these Terms of Use is held to be unenforceable, it will not affect the validity or enforceability of the remaining provisions and will be replaced by an enforceable provision that is the closest to the intention underlying the unenforceable provision.

• Assignability.

We may assign our rights and delegate our duties under these Terms of Use either in whole or in part at any time without notice. You may not assign, sublicense or otherwise transfer your rights or obligations, in whole or in part, under these Terms of Use to anyone else without our prior written consent.

• Relationship.

This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and us.