Terms & Conditions
Last Updated: 1. November 2021.
Picanova GmbH, Hohenzollernring 25, 50672 Cologne, Germany (hereinafter referred to as "Picanova") and the Purchaser are the contractors under the following terms and conditions.
The following terms and conditions apply to all purchasers who are not residents of the USA.For the business connection between Picanova and the buyer, the subsequent terms and conditions are valid in their composure from the moment of the order. Picanova doesn´t accept deviant conditions of the buyer, unless Picanova has accepted an assertive written application earlier.
All listed prices are retail prices inclusive of the legal value added tax, which is valid in each case without costs of packaging and dispatch. All offered promotions and special offer prices only apply to retail customers. Commercial customers are excluded from these actions. Costs for packaging and dispatch (forwarding expenses) are charged according to our installation separately. All listed prices, also for packaging and dispatch, count only at the time of the order. With updates on the Internet pages of Picanova all previous prices and other information about goods become invalid. The version valid at the time of the order is decisive in each case.
3. Payment Terms
The customer can choose Credit card at the time of order. Costs that are incurred due to insufficient funds or faulty provided bank data, especially the costs of back charge and other miscellaneous are to be reimbursed by the customer. If the purchaser in arrears, the Picanova has the right to demand arrears charges of 5% above the announced base interest rate per year by the European Central Bank and miscellaneous bank processing fees. In the event Picanova a proven higher arrear damage caused by delay has occurred, Picanova has the right, to assert claim to said damage. The customer bears the costs of payment, particularly transferred from abroad.
Picanova GmbH provides payment services through its payment providers.
4. Right of withdrawal
Customers do not have the right to cancel orders of products customized to the customer's specifications or tailored specifically to the personal needs of the customer. For this reason, your screen print order of a customized print cannot be canceled, as expressly stated here. In the case of prepayment, if payment has not appeared in the account listed in the order confirmation within seven days, then Picanova has the right to cancel the order and to withdraw from the contract.
5. Terms of Delivery
The delivery is done by sending the purchased items to the customer to the address provided. After receipt of payment your order will be prepared for shipment within 1-3 working days. Delivery time will be 3 - 5 working days. Each delivery is subject to the proviso that Picanova timely and properly supplied. If a product ordered by the customer is found to be unavailable, an equivalent of the price of the ordered items will be provided. Picanova will notify the customer immediately about the unavailability and the order will be cancelled while refunding the payment at the same time. Picanova is entitled to make partial deliveries. Delayed deliveries of Picanova do not entitle the buyer to compensation claims, unless m Picanova is of negligence or intent to load. Further claims remain reserved for the customer. Delays in delivery based on the grounds that Picanova is not responsible for (force majeure, fault of others, etc.), the deadline will be extended and the customer shall be informed immediately. If prolonged, the causes of delays longer than four weeks after the conclusion of the contract that each party is entitled to withdraw from the contract. If the customer is not encountered at home upon the delivery of the package, and the packet is not picked up from the post office within 7 days by the customer or the customer refuses the acceptance of the package, Picanova has the right to cancel the order and cancel the contract. Forwarding charges include packing and shipping for each picture.
The defect liability terms in accordance with the law apply. The customer is not entitled to transfer a claim. If there are no other results, further titles of the customer - for whatever reasons - are excluded. Picanova holds no responsibility for faults that arise on items to be delivered; especially Picanova takes no responsibility for lost profit or other financial loss of the purchaser. As far as the contractual liability of Picanova is excluded or restricted, this applies to personal liability of jobholders, substitutes and auxiliary personnel. Apparent faults have to be reported in written immediately. However this should be implemented within two weeks from the delivery. The reports that are implemented after the fortnight period will be discarded. Inadequacy of quality will not be an issue as long as the delivered quality is corresponding to technical standards of digital Photo development and editing. Since the technical variations in colors of image and original can't be avoided, it will not be considered a fault related to the quality. Loss of quality: it won’t be a fault with quality had the original itself is of less quality. (e.g. resolution of original image). A specific characteristic of deliverables is not agreed. Limitation of liability will not be valid if it has been an intentional effort, caused by careless treatment . Warranty does not apply if the purchaser is found to be with fallacies and claims regulated by law. Typically, if Picanova violates an essential contractual obligation, liability to pay damages is restricted to the incidental damage. If the supplementary performance has been carried by means of additional supply, the purchaser is obliged to return the original items within 30 days on account of Picanova. Return consignment of faulty goods has to be fulfilled according to statutory provisions. Picanova reserves the right for claiming compensation according to legal matters. Limitation period is 24 months per delivery.
7. Retention of title
The products ordered remain the property of Picanova until payment is completed. No resale, leasing, pledging, transfer of title for security purposes, conversion, other disposition or transformation is permissible before conveyance of title without the explicit consent of Picanova.
8. Prohibition of offset, rights to withhold
The customer is not entitled to offset claims of Picanova for payment with his own claims, unless the claims of the customer are established beyond dispute or are of legal force. The customer is not entitled to oppose claims of Picanova for payment with rights to withhold – even for notification of deficiencies – unless they result from the same contractual relationship.
The client is solely responsible for the contents of transferred image data. We assume that the client possesses the necessary copyrights, trademark rights or other rights for all works, files and images that are transferred. In case of infringement of those rights, the client is obligated to indemnify Picanova from any claims that might be issued by third parties. This is strictly ensured by liability assumption versus the claimant. If the claimant does not approve the liability assumption the client will indemnify Picanova from all claims. In this case the client will support Picanova in the defense of such claims. The client bears all incidental expenses (e.g. court and lawyer costs, fines, etc.).
10. Granting of License
The customer retains all rights to all documents to be transferred to Picanova by the customer or by the persons authorized by the customer. For the execution of the contract the customer grants Picanova the unrestricted right in time and space to use the available image data to provide the service in the context of the contract management. This contains also the storage, reproduction and processing of image data. This includes the right to make available some pictures for correction and improvement to third parties.
11. Responsibility of Penology, right to withhold performance
The customer is liable for the lawfulness of the content. He assures that the contents of the transferred image files don't offend the penal law, with the placement of his order. Especially there should not be a violation of the regulations of the §§86 et seq, 184 et seq. of the German StGB (Penal code law). Furthermore, Picanova has no obligation to deliver services which have the consequence of statutory violations. Picanova will report an offence to the police if contents of files sent by the customer violate the penal law. Simultaneously Picanova has the right to deny any service and to withdraw from the contract. Picanova is allowed but not obliged to examine the contents that are uploaded to the Web album as far as their rightfulness is concerned. As long as contents violate applicable laws, Picanova has the right to delete contents without prior notice. In case of complaints or objections of third parties against the information of the customer – regardless of the legal ground – Picanova will immediately delete the contents. A claim against Picanova due to the blocking of contents after a complaint or objection by a third party is excluded, if Picanova is said to have made an unjustified deletion deliberately without inspection.
12. Choice of forum clause
Should a provision of this agreement be invalid or become invalid or should this agreement contain an omission, then the legal effect of the other provision shall not thereby be affected. Instead of the invalid provision a valid provision is deemed to have been agreed upon which comes closest to what the parties intended; the same applies in the case of an omission. Customer hereby agrees that Cologne is to be determined as the exclusive forum for all legal and contractual disputes resulting directly or indirectly from the contractual relationship if the purchaser is a legal entity formed under German law as tradesman, German Commercial Code. Cologne is also the exclusive forum for any disputes resulting directly or indirectly from the contractual relationship if the customer is determined not to be subject to personal jurisdiction in Federal Republic of Germany. Furthermore, Cologne is determined to be the exclusive forum for any disputes if a customer moves his principal place of residence, outside of the Federal Republic of Germany or his principal place of residence is determined to be unknown at the point of commencing legal action.
In order to keep you up to date on our latest offers, we will send newsletter of Picanova GmbH and their affiliated companies to the provided email address. You may unsubscribe the newsletter at any time without having to pay additional costs except the regular transmitting costs at standard rates. It is sufficient to send a message (e.g. fax, letter) in text form to our email. Please note that, each newsletter contains a link to unsubscribe off future messages.
14. Governing Law
The closure and liquidation of all contracts shall be governed by German law. The application of the CISG is excluded.
The services of photo.club are provided by:
Contact us here
Registry Court: Cologne HRB 76098
VAT-ID-Nr.: DE 288335031
Payments for Credit Card are handled via:
Registry Court: Cologne HRB 76098
To resolve online consumer disputes according to Article 14 of Paragraph 1 of the Regulation on Online Dispute Resolution for Consumer Disputes the European Commission provides an online platform: http://ec.europa.eu/consumers/odr
Last Updated: 1 November 2021.
16. General Provisions
16.1 Use of Information available on the Website
Except for Posted Information, all information or materials contained on the Website ("Website Information") is the property of Picanova and/or its suppliers or licensors.
You may electronically copy or print in hard copy any portion of the Website and any information incorporated therein solely for your internal reference purposes within your organization or for your own personal use. You agree that all such copies shall retain all copyright and other proprietary notices contained therein. Any other use of information on the Website provided by Picanova or any third party without prior written approval of the owner of the rights thereto is prohibited.
Certain materials published on the Website may contain other restrictions, proprietary notices and/or copyright information, such as notices that limit or prohibit your ability to make copies of such materials. Please review all additional notices before making any copies.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED ON THE WEBSITE, YOU MAY NOT DISTRIBUTE, EXCHANGE, MODIFY, SELL OR TRANSMIT ANYTHING YOU COPY FROM THE WEBSITE. UNAUTHORIZED USE OF THE MATERIALS OR INFORMATION CONTAINED HEREIN MAY CONSTITUTE A VIOLATION OF APPLICABLE CRIMINAL OR CIVIL LAWS, INCLUDING BUT NOT LIMITED TO COPYRIGHT, TRADEMARK, OR PRIVACY LAWS.
16.2 Design, Layout and Functionalities
The design, layout and functionalities of the Website are the property of Picanova and its licensors. Elements of the Website, including but not limited to logos, graphics, sounds or images, are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws, and may not be copied or imitated except with prior written authorization of Picanova or its licensors.
16.3 Links to third Party Websites
Any links to third party websites are provided solely for your convenience. Such websites are not under the control of Picanova, and Picanova is not responsible for their content, any changes or updates to them, or the collection, processing, storage and sharing of any personal data or information by the operators of such websites. It is your responsibility to familiarize yourself with the privacy policies of such third party websites before submitting any information to them.
16.4 User Privacy Information
16.5 Accuracy and Changes to Information
Picanova strives to provide accurate information on the Website; however, Picanova does not warrant that descriptions or other content of the Website are accurate, complete, reliable, current or error-free, including with respect to product descriptions, pricing, availability, and various other information. Picanova reserves the right to modify, correct, revise or discontinue all or any portion of the Website, or any of its features, functionality or services at any time, without prior notice and without liability.
1.6User Feedback and Improper Transmissions
You are prohibited from posting or transmitting to the Website any unsolicited chain letters or "spam", or any threatening, harassing, hateful, inflammatory, libelous, false, defamatory, offensive, indecent, obscene or pornographic material, material that invades someone's right to privacy or celebrity, material that violates someone's copyright or other intellectual property rights, or material that would violate any other applicable law or regulation, including but not limited to any federal or state laws or regulations governing equal employment opportunities, or that is otherwise objectionable. However, if such communications do occur, Picanova will have no liability related to the content of any such communications.
You may not post or transmit to the Website any advertising, surveys, promotional materials, contests, or any other commercial or non-commercial solicitations.
You are prohibited from impersonating any individual. Member accounts must be opened using real names and other requested information.
Picanova may, but is not obligated to, review or monitor areas on the Website where users may transmit or post communications, including discussion groups, bulletin boards, chat rooms, and user forums. Picanova reserves the right to restrict or delete communications it deems objectionable for any reason. Picanova is not responsible for the accuracy of any Posted Information, including but not limited to information, data, opinions, advice, or statements transmitted or posted in discussion groups, bulletin boards, chat rooms, and user forums.
16.7 Digital Millennium Copyright Act
(a) If you are a copyright owner or an agent thereof and believe that any Posted Information infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online Website are covered by a single notification, a representative list of such works at that Website;
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;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have 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; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(b) Picanova's designated Copyright Agent to receive notifications of claimed infringement is:
Attn. Designated Copyright Agent
3443 NW 107th Street
Miami FL 33167
or E-mail to email@example.com
You acknowledge that if you fail to comply with all of the requirements of Paragraph 1.7(a), your DMCA notice may not be valid.
(c) Counter-Notice. If you believe that your Posted Information that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to applicable law, to post and use the material in your content, you may send a counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signature;
Identification of the Content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court with jurisdiction over Miami-Dade County, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
(d) If a counter-notice is received by the Copyright Agent, Picanova may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Posted Information provider, member or user, the removed Posted Information may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Picanova, Inc.'s sole discretion.
16.8 International Information
The Website may provide access to information of programs, services or products of Picanova, its suppliers or licensors, or other third parties that are not available in your country.
16.9 Contests and Sweepstakes
16.10 Linking and Framing
You are permitted to view the Website only in its full presentation form and are prohibited from "framing" or embedding the Website in another website or social media platform. You may link to the Website only by linking to the home page located at www.photoclub.com . You are prohibited from "deep linking" to any other pages in a manner that bypasses the home page.
16.12 Website Services and Purchases
Picanova may, from time to time, offer through the Website certain services and may offer you to make purchases of certain products that are subject to their own specific terms.
17. Posted Information
17.1 All Posted Information is Public
17.2 License to Posted Information
By submitting the Posted Information for publication on the Website, you grant Picanova, and its subsidiaries and affiliates a perpetual, worldwide, royalty-free, irrevocable, sublicensable, non-exclusive right to use, reproduce, display, modify, create derivative works, and distribute (in any format whatsoever) the Posted Information for any purpose related to the Website.
You also hereby authorize any third party who lawfully accesses the Posted Information via the Website to make an electronic copy or print in hard copy the Posted Information, or portion thereof, solely for such third party's internal reference purposes within such third party's organization. If your Posted Information includes links to internet websites ("Posted Links"), you are deemed, to the extent you are able, to grant to Picanova a worldwide, royalty-free, sublicensable, non-exclusive right to display any Posted Link for so long as the Posted Link is available on the Website. Picanova requires that Posted Links be restricted to home pages, and not "deep links," unless the Posted Link is to an internet Website that you own, operate, or to which you are otherwise authorized to link.
Inclusion of any links (Posted Links or others) in Posted Information does not imply any endorsement by or responsibility of Picanova with regard to the contents of Websites related to User Links.
17.3 Use and Monitoring of Posted Information
The decision to make Posted Information available, or to use or respond to Posted Information is yours alone. Picanova may make only a portion of the Website available for the publication, distribution, and review of Posted Information. Picanova is not involved in any transactions between the users who submit Posted Information and the users who view or use such information. Without limiting the generality of foregoing, Picanova is not responsible for any employment, hiring, purchase, lease, rent, or any other decisions whatsoever made by any person or entity with regard to the Posted Information contained in the Website.
In addition, please note that Picanova cannot confirm that anyone is who they say they are. You assume all risks relating to any dealings you may undertake with anyone you encounter through the Website.
Picanova has no obligation to review, screen, or edit any Posted Information, either in advance, or after posting. Picanova may post the Posted Information as submitted by the person registered to post the information but will not accept any responsibility or liability for the accuracy of or omissions in such Posted Information. Inclusion of Posted Information on this Website does not imply any endorsement by Picanova of the Posted Information.
18. User Representations and Warranties
18.1 Posting Information
Picanova respects the intellectual property rights of others and expects its users to do the same. Users are prohibited from posting anything on the Website that violates the intellectual property rights of others. Therefore, by registering or submitting Posted Information, you represent and warrant that:
The Posted Information does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction ("Intellectual Property Rights") of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity;
You are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the Posted Information is true and your own information; and
The Posted Information does not contain any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation.
18.2 Reviewing or using Posted Information
By reviewing or using Posted Information of others, you represent and warrant that:
You will only use it for lawful purposes;
Your use of the Website will not violate or constitute the infringement of the Intellectual Property Rights of Picanova or any other person or entity or otherwise constitute the breach of any agreement with any other person or entity; and
Your use will not constitute an unlawful, threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic use, or otherwise violate any other applicable law or regulation.
18.3 Copyright infringing Posted Information
If you believe that any Posted Information infringes your copyrighted works, you may provide a notification of claimed copyright infringement to Picanova's Designated Copyright Agent.
19. DISCLAIMERS, EXCLUSIONS, LIMITATIONS
For avoidance of doubt, please note that the term "Website" as used in this Section encompasses all content of this Website whatsoever, including but not limited to Posted Information.
THE WEBSITE IS PROVIDED BY PICANOVA "AS IS" AND WITH ALL FAULTS. PICANOVA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED WITH REGARD TO THE WEBSITE OR ITS OPERATION. TO THE FULLEST EXTENT PERMITTED BY LAW, PICANOVA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PICANOVA SPECIFICALLY STATES THAT THE USE OF THE WEBSITE IS AT YOUR OWN RISK. PICANOVA DISCLAIMS ANY WARRANTY WITH REGARD TO THE OPERATION OF THE WEBSITE, THE ACCURACY OR TIMELINESS OF THE WEBSITE, ANY WARRANTY THAT THE WEBSITE WILL BE FREE OF ERRORS, VIRUSES OR OTHER COMPONENTS THAT MAY INFECT, HARM, OR CAUSE DAMAGE TO YOUR COMPUTER EQUIPMENT OR ANY OTHER PROPERTY, OR ANY WARRANTY THAT YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PICANOVA SPECIFICALLY INFORMS YOU THAT PICANOVA MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES AS TO THE ACCURACY, TRUTHFULNESS, OR RELIABILITY OF ANY POSTED INFORMATION.
19.2 EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY
21.1 Governing Law
To the extent that any dispute between Picanova and you is not subject to arbitration pursuant to the Terms of Service, you agree to the sole and exclusive jurisdiction and venue of the federal or state courts sitting in Dade County, Florida, in the event of any dispute of any kind arising from or relating to the Website, or your use or review of it, and you waive any defense against the exercise of jurisdiction of such courts, including but not limited to forum non convenience. You and Picanova irrevocably waive the right to a jury trial.
21.3 No Waiver
21.4 Independent Contractors
Terms of Service
Last Updated: 1. November 2021.
PLEASE NOTE THAT THE PARAGRAPH 20 LABELED “CLASS-ACTION WAIVER AND AGREEMENT TO ARBITRATION” BELOW CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS IN ANY DISPUTE WITH US, INCLUDING, WITHOUT LIMITATION, DISPUTES ARISING OUT OF YOUR USE OF THE SERVICES AND/OR YOUR PURCHASE AND/OR USE OF ANY SERVICE OR PRODUCT.
1.Acceptance of Terms
1.1 Compliance with Terms and Conditions
1.3 Changes to the Terms of Service
Picanova may change these Terms of Service from time to time at Picanova's sole discretion. Your continued use of the Service following the posting of such changes will constitute your agreement to all such changes. Please visit this section of the Website periodically to review the current version of these Terms of Service. If you disagree with the changed Terms of Service, do not use the Service any longer.
Picanova provides various Internet-based services through the Website (collectively, the "Service"). One such service enables you, by interacting with Picanova's computers using the Website, to upload photos or other images (collectively, "Images") and to customize size, layout, colors and other specifications of the Images (collectively, "Designs" and, together with the Images, "Content") for the manufacture of machine-printed, custom-made canvas prints and other photo print products ("Products").
2. Use of the Service
2.1 Your License to Use the Service
Except as expressly provided for in these Terms of Service, all intellectual property and other rights, title and interest in and to the Website and the Service are and will be the sole and exclusive property of Picanova and/or its suppliers or licensors. Among other things, Picanova owns the trademark Picanova®, the copyrights in and to the Website and certain technology used in providing the Service. You will not acquire any right, title or interest therein or thereto under these Terms of Service or otherwise.
Picanova grants you a limited revocable, non-exclusive, non-transferable license, without the right to sublicense, to access and use the Service for its intended purposes (the "License"), if and so long as you comply with these Terms of Service. The License does not include the right to collect or use information contained on the Website for purposes prohibited by Picanova, compete with Picanova, create derivative works based on the content of the Website, or download or copy the Website, other than page caching. If you use the Service in a manner that exceeds the scope of the License or if you otherwise breach these Terms of Service, Picanova may and will revoke the License granted to you. Picanova may also pursue other legal remedies permitted by applicable law against any person using the Website in violation of these Terms of Service.
For further information regarding your intellectual property rights, please see the relevant paragraph in these Terms.
2.2 Services by Third Parties
2.3 Changes to our Service
We are constantly changing and improving our Service. We may add or remove functionalities or features, and we may suspend or stop the Service altogether without giving you prior notice.
3.The Process of Creating Products
3.1 Your Uploading of Images and Creation of Content
The Service enables you to upload your Images onto Picanova's computers and create Content according to the Designs you choose. You agree that Picanova is not responsible for the quality of the Images you upload or your choices in creating the Designs. Not every Image is suitable for a canvas print or other individual print Products, and some Images are only suitable for canvas prints up to a certain size or in a certain format. Based on the DPI (Dots Per Inch) contained in your Image, the Website will recommend one or more formats for a Product, from which you may choose. You agree that you alone are responsible for making sure that the quality of the Image you are uploading is of high enough quality to be satisfactory to you at the size you select on the sign or product that you are purchasing and for your choice of format of your canvas print or other Product. Images are created and stored in a variety of ways and you agree that Picanova is not responsible for ensuring quality Images for any image file format available on the Website.
3.2 Production of individual Products
The Products are manufactured by electronically applying the Design and Content you have created interacting with a computer using the Service. You understand and agree that no employee, officer, owner, agent or authorized representative of Picanova is responsible for monitoring the Content and Design that you, or any other user, upload or create or the Products manufactured using the specifications you entered using the Service, neither while you are using the Service, nor after completing the purchase on the Website and during the production process of the Products. You agree that Products that are purchased will not be checked for content, spelling, grammatical or logical errors, aesthetic quality, color matching or any other factor that is within your Control (as defined below) through the use of the Website. You have opportunities during the purchasing process to check your purchase for layout, content and other specifications, and you agree that you have done so before making your purchase. "Control" means any part of a Product whose specifications are, or can be, provided by you, including but not limited to: color, font size, font type, font style, font color, position of text, position of graphics, color of graphics, quantity of text, quantity of graphics, spelling of text, use of text, size of graphics, justification of graphics, justification of images, or color of the background.
3.3 Color Matching
Picanova offers the Service and sells the Products through a Website viewable via computers connected to the Internet. You may view Picanova products solely through your computer screen or "monitor." Your monitor may be configured to display images and colors in a variety of ways. There is no true uniform standard to which all monitors conform. What may look one way on one monitor, will look different on another. Computers render images using light, whereas Picanova produces Products using pigments, which does not result in the same visual experience as viewing the images on your monitor. You agree that Picanova does not guarantee that the colors on the purchased Product will look the same as they appear on your monitor.
3.4 Canvas Prints and Other Products
We attempt to describe our Products offered as accurately as possible. However, we do not warrant that product descriptions or other content of the Website are 100% accurate, complete, reliable, current or error-free. You acknowledge that you have reviewed the Website and/or researched independently and that you understand what each of the Products sold on the Website is and what you are buying. Picanova only warrants that you will receive the materials advertised on the Website that you purchase. You agree that Picanova is not responsible for Products received that are made of materials thought by the purchaser to be something other than advertised on the Website. As an example, you agree Picanova is not responsible if the canvas print or other Product received by you is not what you envisioned that Product would be. You agree that all Products manufactured and sold by Picanova are for novelty purposes only and that Picanova does not claim that the Products are useful for any specific purposes, including commercial use, or that they comply with any legal requirements. You agree to review any applicable legal authority for the standards, rules and regulations governing the legality of using any of the Products purchased on the Website. If a Product you purchased is not to your liking you may return it in accordance with our Return and Refund Policy. See below at Paragraph 10.4.
3.5 Discounted Products
www.photoclub.com or affiliate websites sometimes advertise discounted Products. Such discounted Products will be described appropriately and may include Products that require assembly by you, such as stretching a canvas print on a stretcher provided by Picanova or an affiliate of Picanova. Assembly may require moderate technical skills and the use of household tools. You acknowledge that you understand that if you purchase a discounted Product so described, you are solely responsible for assembly of such Product and Picanova does not guarantee that the assembled Product will meet your expectations or conform to any expectations you may have with regard to such Product.
Picanova will not proofread any design made by you. Please double check all your designs before submitting any order. Picanova cannot be held responsible for mistakes in design made by you. Picanova will print the submitted files as they have been transmitted. You have many opportunities during the purchasing process to check your purchase for layout and content and agree that you have done so.
4. Order Process
All orders for Products shall be deemed to be an offer by the Buyer to purchase Products pursuant to these Terms of Service and are subject to acceptance by Picanova. Picanova may choose, at its discretion, not to accept an order for any reason. The acceptance of an order is indicated by sending you an electronic confirmation and invoice, with an order number, which may be displayed on the Website or sent by email to the email address you provided during the order process, or both. All items are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order, and to discontinue products without notice, even if you have already placed your order.
5. Your Account
When you purchase a Product from the Website, you may create an account as part of the checkout process. You are responsible for maintaining the confidentiality of your password and restricting access to your password and account. You agree to accept responsibility for all purchases and activities that occur under your account.
6. Use of Your Content; License to Picanova
3.1Your Ownership of your Content
You retain ownership of your Content and any rights granted to Picanova are granted as a license. Although you retain ownership of your Content, any material, tools, features, templates or layouts provided to you by Picanova that you use to arrange or organize your Content do not belong to you, and the rights to these materials, tools, features, templates or layouts belong to Picanova.
6.2 Rights granted to Picanova
In order for Picanova to provide the Service to you, you hereby grant to Picanova and its parents, affiliates, subsidiaries, agents, vendors and assigns the perpetual, irrevocable, royalty-free, worldwide right to copy, display, modify, distribute, transmit, and make derivative works of your Content solely for the following purposes: (a) providing the Service to you; (b) showing you how your Content would appear in a product or service offered by Picanova or one of its agents; and (c) improving the Service (e.g., customer support, technical support and/or vendor fulfillment). For example, we may show you a sample product, such as a mug or calendar that includes one of your images, for your potential purchase.
6.3 Right to work with your Content
Without limiting the generality of the foregoing paragraph, you acknowledge that we will need to work with your Content in order to provide you with the Services and the Product. For example, and without limitation, we will copy, and we may need to display and/or modify, as well as stream, upload, post, publish, display, email or otherwise transmit or use (hereinafter, “Transmit”), your Content when making the Products, and we will distribute your Content when shipping the Products to you. By the license granted above, you are giving us permission to do this and, because we are using your Content to provide you with the Service and the Products, you will not charge us any royalty.
6.4 Declaration of Ownership
As a condition to account creation, you represent and warrant to Picanova that you either own your Content or have written permission from the copyright (or other intellectual property right) owner to make such Content available to the Service and that the Content does not and will not infringe, misappropriate, use or disclose without authorization or otherwise violate any personal, copyright, trademark, trade secret right or other intellectual property or other proprietary right of any third-party.
6.5 Right to use your Content
By submitting Content to Picanova, you consent to the use of your likeness, and you warrant and represent that you have obtained the written consent, release, and/or permission of every identifiable individual who appears in Content. This written release includes the right to use such individual's likeness in the manner contemplated in these Terms. If any identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from that individual's parents or guardians (and you agree to provide to us a copy of any such consents, releases and/or permissions upon our request). If you do not have this release, do not submit the Content to Picanova.
6.6 Deletion of Content
You may remove Content at any time, and you retain all your copyright and other intellectual property rights, if any, in that Content. If you choose to remove Content, this will serve as a notice to Picanova of your intention to terminate the licenses described in the above paragraph 7.1, and those licenses will terminate immediately and automatically, except that Picanova will fulfill all orders for Products that are in any way derived from that Content placed prior to notice of termination. Derivative orders for Products that are derived from that Content will only be proceed after expressive, written permission from you.
6.7 Feedback and Posted Information
7. Prohibited Content, Prohibited Use
7.1 Prohibited Content
You may not use the Service to process Prohibited Content. “Prohibited Content” includes, but is not limited to, Content or other material that:
Is abusive, deceptive, pornographic, obscene, defamatory, slanderous, violent, offensive, constitutes hate speech or is otherwise inappropriate;
Consists of copyrighted material used without the express permission of the owner or material that has been altered so that the copyright, trademark or other proprietary notice is removed;
Violates or otherwise encroaches on the rights of others including, but not limited to, intellectual property, privacy, publicity or privacy rights;
Contains viruses, worms, corrupt files, Trojan horses or other forms of corruptive code, or any other content which may compromise the Service (collectively “Corruptive Code”);
Advocates illegal activity;
Violates any law or regulation;
Harms or advocates harm against anyone, including minors; or,
Provides a link to material associated with any of the above.
7.2 Prohibited Use
You may only use the Service as expressly permitted by Picanova. You may not cause harm to or take any action which may adversely affect the Website or the Service. Specifically, without limitation, you may not:
interfere with the Service by using viruses or any other programs or technology designed to disrupt or damage any software or hardware;
modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Service;
use any device or process to monitor the activity on or copy pages from the Website, except in the operation or use of an internet "search engine", hit counters or similar technology;
collect email addresses or other information from third parties by using the Service;
impersonate another person or entity; (i) use any meta tags, search terms, key terms, or the like that contain Picanova's name or trademarks; (ii) engage in any activity that interferes with another user's ability to use or enjoy the Service; or (iii) assist or encourage any third party in engaging in any activity prohibited by these Terms of Service. By using the Picanova Website, you are promising that you are not using the Service or the Website for any of the Prohibited Uses.
8. Reservation of Rights
8.1 Termination of the Service
Picanova reserves the right to modify, revise or discontinue the Service, or any features, functionality or services provided as part thereof or in connection therewith, without prior notice to you.
8.2 Restrict access to the Service
Picanova reserves the right, but does not assume any obligation, to monitor transactions and communications that occur using the Service. If Picanova determines, in its sole and absolute discretion, that you or another Picanova user has breached or will breach a term or condition of these Terms of Service or that such transaction or communication is inappropriate, Picanova may cancel such transaction or take any other action to restrict access to the Website or restrict the availability of any material that may be considered objectionable, without any liability to you or any third party.
8.3 Reject Content
We reserve the right to reject any or all of your Content if we determine, in our sole discretion, that your Content is inappropriate or otherwise inconsistent with the exercise of good judgment. For example, and without limitation, we may reject any of your Content that we believe would fall within the Prohibited Uses of the Services.
8.4 Review Content
Though Picanova is not required to do so, it may from time to time examine any Content submitted to the Services. Although Picanova does not and will not examine or otherwise review all Content submitted or transmitted to the Services, Picanova may delete, move, or edit Content for any reason, at any time, without notice. All Content (whether private or public) is the sole responsibility of the person who submitted it. You are solely responsible for your Content. By viewing the Services, you may be exposed to Content that you consider offensive. You take sole responsibility for any such exposure.
Picanova in no way guarantees the accuracy, quality, or appropriateness of Content available through the Services.
9. Policy for Idea Submission
Many of our customers are interested in submitting ideas and suggestions for products and services to be used at our Websites and Apps, either independently of, or in conjunction with, our internally developed concepts. We appreciate our customers’ interest in improving our Websites and Apps; however, please note that any such ideas or suggestions that you submit will be owned by us, and you hereby irrevocably assign any intellectual property rights in such ideas and suggestions to us. If you intend to retain any intellectual property rights in your ideas and suggestions (patent, trade secrets, copyright, trademark, etc.), please do not submit them to us without our prior written approval.
You can inquire regarding such approval by sending a letter to Picanova, Inc., Legal Department, 3443 NW 107th Street, Miami FL 33167. If we are interested in pursuing any idea or suggestion of yours, we may contact you. Please note that an additional legal agreement may be required by us in order to evaluate your idea or suggestion.
10.Prices and Payment
Your order constitutes an obligation to pay.
10.2 Billing accuracy
When placing an order with us you a required to enter only valid address-, product- and payment details.
10.3 Price Change
The list prices for the purchase of the Products on the Website are subject to change without notice and correction of errors and omissions.
The total purchase price, including shipping cost, and taxes incurred (if any), of any ordered Product will be displayed in the payment screen prior to confirming the order. You agree that taxes may be adjusted from the amount shown on the payment screens to reflect actual taxes owed.
10.5 Payment due date
Payment of any order becomes due when the order goes into production. At that time, your credit card will be charged. By submitting your order, you represent and warrant that you are authorized to use the designated credit card and authorize us to charge your order (including shipping, handling and any taxes) to that card. If the card cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled automatically.
10.6 Credit Card Payment
Payments for Credit Card are handled via:
3443 NW 107th Street
Miami FL 33167
Picanova Inc. is a subsidiary of Picanova GmbH and provides payment services on behalf of Picanova GmbH through its payment providers.
11. Cancellations and Changes to Your Order
11.1 Changes to your Order
Picanova provides various opportunities to review, revise and cancel the order process before completing the placement your order. You agree that Picanova is not responsible for reviewing, revising or canceling orders, Products or Images once an order has been placed. A Picanova employee, employer, officer, owner or authorized agent may revise or cancel an order but is not required or obligated to do so. You cannot cancel an order once production has begun. By placing your order, you agree that you have reviewed your order, that no further additions, corrections or changes need to be made and that your order is final as is. If Picanova agrees in its discretion to cancel an order after it was submitted, and if you already have made payment for the order, Picanova will give you a credit for the purchase price to be used on the Website for the purchase of another Product or Service offered by Picanova, or issue a refund of the purchase price (less any administrative fees and/or shipping cost, as determined by Picanova) by check or any other appropriate method selected by Picanova in its discretion, including but not limited to refund of electronic payments. A credit may be used on the Picanova Website for any purchase within 60 (sixty) of the date of issuance of the credit.
11.2 Cancellation by Picanova
Picanova reserves the right to cancel any order prior to delivery at our sole and absolute discretion, whether or not you have already been charged. If your order is cancelled pursuant to this paragraph, and you have already been charged, Picanova will automatically issue a refund to you.
12. Production and Shipping Time
12.1 Production Facilities
Picanova uses production facilities in the United States and in third countries and cannot guarantee where your Products will be manufactured.
12.2 Shipping Costs
All shipping charges are your responsibility. Shipping charges will be included on your invoice and can be viewed prior to finalizing your order. The shipping charge shown during the checkout process is subject to verification. Shipping charges are subject to change without notice.
12.3 Risk of Loss
The risk of loss and title for Products pass to you upon our delivery to the carrier and thereafter we are not responsible for any shipping delays or problems.
13. Your Representations and Warranties
13.1 Legal Capacity
You represent and warrant to Picanova:
that you have the full power and authority to enter into and perform under these Terms of Service or, if you are a minor, your parent or legal guardian has approved and consented to your entering into these Terms of Service and agrees to be bound by these Terms of Service,
the acceptance and performance of your obligations under these Terms of Service do not constitute a breach of or conflict with any other agreement or arrangement by which you are bound, and
these Terms of Service are your legal, valid and binding obligation, enforceable in accordance with their terms and conditions.
13.2 Legal Compliance
You represent and warrant to Picanova that, in connection with your use of the Service, you:
will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party and
will comply with all applicable laws, rules, and regulations and
that you have the right to grant the License to Picanova Inc. in paragraph 7.1. You further represent and warrant to Picanova that:
there are no claims, demands or any form of litigation, arbitration or investigation pending, or to the best of your knowledge, threatened with respect to any of your Content;
Picanova will not be required to make any payments to any third party in connection with its use of your Content, except for the expenses that Picanova incurs in providing the Service;
the use of any instructions, formulae, recommendations, or the like contained in your Content will not cause injury to any third party; and
your Content does not contain viruses, or any other programs or technology designed to disrupt or damage any software or hardware.
14. OUR LIMITED WARRANTIES
14.1 DISCLAIMER OF WARRANTIES ON SERVICES
PICANOVA MAKES NO WARRANTIES WITH RESPECT TO THE SERVICE OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS OF SERVICE, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. THE WARRANTIES IN THESE TERMS OF SERVICE GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
PICANOVA PROVIDES THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS. PICANOVA DOES NOT REPRESENT OR WARRANT THAT THE SERVICE OR ITS USE:
WILL BE UNINTERRUPTED OR TIMELY,
WILL BE SECURE, FREE OF INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS,
WILL MEET YOUR REQUIREMENTS, OR
WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PICANOVA MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE TERMS OF SERVICE, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.
15. LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES
15.1 LIMITATIONS OF LIABILITY
PICANOVA OR ITS SUPPLIERS OR LICENSORS WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES RELATING TO LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE OR EQUIPMENT OR FACILITIES, OR INTERRUPTION OF BUSINESS) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SERVICE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF PICANOVA OR ITS SUPPLIERS OR LICENSORS EXCEED $100 OR, IF YOU PURCHASED A PRODUCT THE PRICE PAID BY YOU FOR THE PRODUCT.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE RESPECTIVE LIABILITY OF PICANOVA, ITS SUPPLIERS AND LICENSORS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
16. Violation of Terms of Service and Cancellation
16.1 Breach of Terms
16.2 Cancellation of access to the Services
Picanova may, at any time and without notice to you, suspend or terminate your use of the Service if Picanova determines, in its sole and absolute discretion, that you have breached a term of these Terms of Service.
17. Termination of Service
17.1 Duration of the Provisions
Notwithstanding paragraph 16.2 above, these Terms of Service will survive indefinitely unless and until Picanova chooses to terminate them.
17.2 Consequences of the Termination
If you or Picanova terminates your use of the Service, Picanova may delete any Content or other materials relating to your use of the Website or the Service on Picanova's servers or otherwise in its possession without notice to you, and Picanova will have no liability to you or any third party for doing so.
You agree to indemnify and hold Picanova and its employees, representatives, agents, affiliates, directors, officers, managers and shareholders (the "Indemnified Parties") harmless from any damage, loss, or expense (including without limitation, attorneys' fees and costs) incurred in connection with any claim, demand or action ("Claim") brought by or against any of the Indemnified Parties alleging or threatening that, through any act or omission, you have breached any of these Terms of Service or have caused loss, damage or liability to such claimant. Picanova will have the right to control the defense, settlement, and resolution of any third-party Claim at your sole expense. You may not settle or otherwise resolve any third-party Claim without Picanova's express written permission.
19. Newsletter Subscription
By placing the order, you agree to receive promotional emails and other newsletters from Picanova regarding order confirmation. You can revoke this consent at any time using the unsubscribe feature incorporated in our promotional messages. We will still be permitted to send you messages relating to outstanding orders or other open transactions.
20. CLASS-ACTION WAIVER AND AGREEMENT TO ARBITRATION
PLEASE READ THIS PARAGRAPH CAREFULLY. IT AFFECTS RIGHTS THAT YOU MAY OTHERWISE HAVE. IT PROVIDES FOR RESOLUTION OF DISPUTES THAT YOU AND WE MAY HAVE WITH EACH OTHER BY USING INDIVIDUAL ARBITRATION, WHICH IS FINAL AND BINDING. IN INDIVIDUAL ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND POTENTIAL FOR APPELLATE REVIEW THAN IN COURT. THIS ARBITRATION CLAUSE WILL SURVIVE TERMINATION OF THESE TERMS.ANY DISPUTE OR CLAIM MADE BY YOU AGAINST US ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE AND/OR YOUR PURCHASE AND/OR USE OF THE PRODUCT(S), REGARDLESS OF WHETHER SUCH DISPUTE OR CLAIM IS BASED IN CONTRACT, TORT, PRODUCTS LIABILITY, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY (TOGETHER, A “DISPUTE”) WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AS DESCRIBED BELOW.
Either you or we will have the right to elect to initiate binding arbitration to resolve any Dispute by providing the other party with written notice of such election. You and we each hereby agree, and agree in the further to take all steps required, to waive the right to litigate any Dispute in court, be it by way of court trial, jury trial or class action, and agree that: (1) such arbitration will be governed by the Consumer Arbitration Rules of the American Arbitration Association (the “Rules”), which are available here (https://adr.org/sites/default/files/Consumer%20Rules.pdf) or by calling +1-800-778-7879; (2) the arbitration will be conducted by one arbitrator appointed in accordance with the Rules; (3) the language of the arbitration will be English; (4) the arbitration will be conducted near the location where you reside; (5) we each hereby irrevocably consent and submit to exclusive personal jurisdiction and venue as such for the purposes of arbitrating any such action; (6) the arbitrator in such arbitration will be without jurisdiction to conduct a class arbitration or other representative proceeding, and may not consolidate one person’s claims with another; (7) all issues of enforceability of this arbitration provision, including, without limitation, issues relating to scope, validity, and unconscionability, will be decided by the arbitrator; (8) the entirety of any arbitration will be confidential, and neither you nor we will have any right to disclose the existence, content, or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (9) payment of all arbitrator compensation, expenses, and administrative fees (which include, without limitation, filing and hearing fees) will be governed by the Rules; (10) each of us will bear our own fees and costs related to any arbitration, including, without limitation, the expense of our respective counsel, experts, witnesses, and preparation and presentation of evidence at the arbitration; and (11) notwithstanding (9) and (10) above, the arbitrator will have the right to re-allocate his or her compensation, expenses and/or administrative fees, as well as your and our fees and costs related to the arbitration, if he or she determines that a claim, defense and/or counterclaim was filed for purposes of harassment or is patently frivolous.
WHETHER IN INDIVIDUAL ARBITRATION OR COURT, YOU AND WE EACH WAIVE THE RIGHT TO PROSECUTE OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, CONSOLIDATED ACTION, OR OTHER REPRESENTATIVE ACTION. YOU AND WE MAY EACH SEEK RELIEF ONLY ON OUR OWN BEHALVES, AND ONLY TO THE EXTENT NECESSARY TO REMEDY INDIVIDUAL CLAIMS. THIS CLASS ACTION WAIVER IS A MATERIAL AND ESSENTIAL PART OF THIS ARBITRATION PROVISION.
In the event that this arbitration provision is found to be invalid, illegal or unenforceable, a modified provision will be substituted that carries out as nearly as possible your and our original intent as evidenced solely by the language above, and the validity, legality and enforceability of any of the remaining provisions of these Terms will not in any way be affected or impaired thereby. If for any reason this arbitration provision is deemed inapplicable, invalid, illegal or unenforceable, you and we each hereby waive, to the fullest extent allowed by law, any right to a jury trial, any right to recover punitive or exemplary damages, and any right to pursue any claims on a class, collective, or consolidated basis or in a representative capacity.
Judgment on any arbitration award may be entered in any court having proper jurisdiction.
All notices required or permitted to be given under these Terms of Service must be in writing and delivered to the other party by any of the following methods:
certified U.S. mail, return receipt requested,
tracked overnight courier service, or
electronic mail. If you give notice to Picanova, you must use the following addresses: Picanova, Inc., 3443 NW 107th Street, Miami FL 33167, email: firstname.lastname@example.org. If Picanova provides notice to you, Picanova will use the contact information provided by you to Picanova. All notices will be deemed received as follows:
if by delivery by U.S. mail, seven (7) business days after dispatch,
if by overnight courier, on the upon confirmation of delivery by courier service, or
if by electronic mail, on the first business day after the message was sent, if no electronic notice of delivery failure or system error is provided to the sender. If applicable law requires that a given communication be "in writing," you agree that email communication will satisfy this requirement.
21.2 Governing Law
These Terms of Service will be governed by and construed in accordance with the laws of the State of Florida without reference to such law's conflict of law principles.
All disputes arising out of, relating to or connected with these Terms of Service or your purchase of any Product that are not resolved by mandatory arbitration in accordance with the provisions of paragraph 20 (above) will be exclusively resolved by the state or federal courts sitting in Dade County, Florida. You waive any defense against the exercise of jurisdiction of such courts, including but not limited to forum non convenience. You and Picanova irrevocably waive the right to jury trial. Notwithstanding anything to the contrary in this paragraph 21.3, Picanova may seek equitable relief, including, without limitation, injunctive relief and specific performance, against you without the requirement of posting a bond or other security or proving money damages are insufficient, from any court of competent jurisdiction.
These Terms of Service will be binding upon each party hereto and its successors and permitted assigns. Picanova may assign its rights and delegate the performance of its obligations under these Terms of Service to any affiliate of Picanova. You may not assign your rights or delegate your obligations under these Terms of Service to any person without the prior written consent of Picanova.
21.5 No Further Agreements
These Terms of Service (including all of the policies and other terms and agreements described therein, which are hereby incorporated herein by this reference) contain the entire understanding of the parties regarding their subject matter and supersede all prior and contemporaneous agreements and understandings between the parties regarding their subject matter.
21.6 No Waiver
No failure or delay by a party in exercising any right, power or privilege under these Terms of Service will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
21.7 Independent Contractors
You and Picanova are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by these Terms of Service.
21.9 Force Majeure
Neither party shall be liable if and for so long as its performance is delayed or made impossible or commercially impracticable due to acts of God, war, riot, fire, epidemics other public health crises, labor unrest, unavailability of materials or components, explosion, breakdown or accident, delay in transportation, plant shutdown, compliance with governmental requests, laws, regulations, order or actions, other unforeseen circumstances, or other causes beyond such party's reasonable control.
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