Terms and Conditions
Solana BPO, Inc. (dba Picsera)
- Image Editing Services
Picsera provides image editing services to You, our customer. For best results, please submit images that meet Picsera’s guidelines for resolution and file format. Picsera strives to deliver top quality editing services to You. The returned image will be deemed accepted by You upon receipt, unless within seven (7) days You contact Picsera though Your account page on Picsera’s website (or via email to help@picsera.com) and detail an error by Picsera with respect to the image. Picsera is committed to customer satisfaction and will work with You to correct any Picsera error as determined in Picsera’s sole discretion, including but not limited to re-performing its services to correct such an error. You will review any corrected image and accept or reject the same in accordance with this Section 1 (“Image Editing Services”). This process shall repeat itself until the returned image is deemed accepted. Picsera deletes from its system all images approximately [how many days] days after their respective acceptance. Picsera is not responsible for the quality of returned images if the image You originally submitted does not meet Picsera’s then-current guidelines.
2. Delivery
Picsera sends an email informing when your images are ready. The email contains a public web address link to your images. Although Picsera utilizes means to make Your edited image available only to You, there are inherent security limitations in a public web address which Picsera cannot and will not rectify and for which Picsera will not be liable. You are able to retrieve your edited images by downloading them from Picsera’s website. In addition Picsera may permit retrieval through an FTP server, API or other mechanism.
3. Order Payment
The price of the service(s) ordered shall be set forth in Picsera’s standard price list or negotiated customer prices based on volume, delivery time frames and other factors. Picsera reserves the right to change its price list without prior notice. Picsera will not change customer-specific pricing without prior notice. All payments shall be made in United States Dollars. Picsera will process your payment upon submission of Your order and will accept Your order upon verified payment. We use third-party payment processors to process your payment for use of the paid services. The processing of payments may be subject to the terms, conditions and privacy policies of the Payment Processors in addition to this Terms of Service. We are not responsible for any error caused by the Payment Processors. By choosing to use paid services, you agree to pay us, through the Payment Processors, all charges at the prices then in effect for any use of such paid services.
Picsera may consider extending credit to large volume, repeat customers on a case-by-case basis, in which circumstance Picsera will invoice such customers on a monthly basis and payment is expected upon receipt of said invoice unless other payment terms are agreed. Notwithstanding the payment terms, all other terms of this Agreement apply to any free trial.
4. Subscriptions
Picsera offers subscription plans that offer reduced rates and other benefits in exchange for a minimum monthly order commitment commensurate with the customers’ image volume expectations. Subscriptions have a minimum term of three (3) months unless agreed to otherwise (“initial term”). Subscriptions automatically renew each month after the initial term. Subscriptions may be cancelled upon 30 days advanced written notice by You or Picsera. Subscriptions do not carry a separate fee. Rather, the Subscription is a commitment to spend a minimum US$ amount each month (“ Retainer”). The minimum Retainer value is $300 per month, however, Picsera and customer may agree on an appropriate retainer for the client’s volume. The Retainer is collected from the customer at the commencement of the subscription and on the monthly anniversary date thereafter. As customer places orders throughout the month, the Retainer is debited for the order value. When the remaining Retainer is insufficient to cover orders, the customer must provide payment to cover orders at time of submission. Picsera will automatically collect the next Retainer on the monthly anniversary. There is no carry over of monthly Retainer balance. Retainer balances expire on the monthly anniversary date.
5. Refund
REFUNDS WILL NOT BE PROVIDED FOR ANY EDITING SERVICES. If you are not satisfied with the work you receive, you may request a revision. Please refer to revision policy for details.
REFUNDS WILL NOT BE PROVIDED FOR ANY SUBSCRIPTION. WE DO NOT PROVIDE CREDIT, REFUNDS, OR PRORATED BILLING FOR SUBSCRIPTIONS THAT ARE CANCELLED MID-PERIOD. In such a circumstance, you will continue to have access to your Subscription until the end of the current billing cycle.
6. Third Party Terms and Conditions
7. Electronic Communications
When you use any Picsera service, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail. You agree that Picsera is not responsible for any unauthorized third party access to communications or content exchanged between you and Picsera. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
8. Rights to Use Image
You are solely responsible for the images you submit. Picsera reviews submissions for inappropriate material and reserves the right in its sole discretion to reject any image for any reason or no reason; however, Picsera’s acceptance of an image for processing should not be construed as a determination of Your rights to use the image. By submitting an image to Picsera, You represent and warrant that You have the legal authority to enter into this Agreement, that you have the right to use any credit card(s) or other payment means used to initiate any transaction, that any images You submit to Picsera do not contain any materials (such as malicious software code or viruses) that may harm Picsera’s or its subcontractors’ property, and You hereby grant Picsera a non-exclusive, worldwide, transferable, royalty-free, sublicensable (through multiple tiers of sublicenses including but not limited to Picsera’s subcontractors) perpetual, irrevocable license under all intellectual property rights throughout the world (including but not limited to copyrights, trademarks, trade secret, moral, publicity and privacy rights) to reproduce, modify, edit, make derivate works from, distribute (through multiple tiers), publicly perform and display and otherwise use the image as reasonably necessary for Picsera and its subcontractors to perform the services You requested hereunder. You agree to indemnify and hold harmless Picsera, its subcontractors, licensors and affiliates and their directors, officers, shareholders, employees and agents from any and all claims, liabilities or expenses (including without limitation attorneys’ fees) that arise directly or indirectly from Your breach of this Agreement.
9. Disclaimer of Warranties
EXCEPT FOR THE PROCEDURE SET FORTH IN SECTION 1 (“IMAGES”), THE SERVICES ARE PROVIDED “AS IS”. NEITHER PICSERA NOR ITS LICENSORS OR SUBCONTRACTORS MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES PROVIDED HEREUNDER. ALL IMPLIED WARRANTIES AS TO SATISFACTORY QUALITY, PERFORMANCE, MECHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
10. Limitation of Liability
IN NO EVENT WILL PICSERA, ITS LICENSORS OR SUBCONTRACTORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, REVENUE, SAVINGS, BUSINESS, DATA OR GOODWILL, HOWEVER USED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE ON ANY THEORY OF LIABILITY, WHETHER OR NOT PICSERA OR A LICENSOR OR SUBCONTRACTOR OF PICSERA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, PICSERA AND ITS LICENSORS AND SUBCONTRACTORS’ TOTAL LIABILITY TO YOU ARISING FROM OR IN RELATION TO THIS AGREEMENT OR PICSERA OR ITS SUBCONTRACTORS’ PERFORMANCE OF THE SERVICES SHALL BE LIMITED TO THE TOTAL PAYMENTS TO PICSERA FOR THE SERVICES PERFORMED ON THE RELEVANT IMAGE. IN NO EVENT WILL PICSERA OR ITS LICENSORS OR SUBCONTRACTORS BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM DEATH OR PERSONAL INJURY TO PERSONS OR TANGIBLE PROPERTY IN ANY JURISDICTION WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH EXCLUSIONS MAY NOT APPLY TO YOU.
11. Basis of Bargain
The parties acknowledge that Picsera has set its prices in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.
12. Subcontractors
Picsera outsources image processing services to subcontractors. Picsera requires the subcontractors to sign agreements strictly prohibiting them from copying or otherwise using your images for any purpose other than providing the processing that you requested. Picsera will promptly terminate use of any subcontractor that it suspects of misusing customer images or who presents a risk of doing so. Picsera is not liable to you if the subcontractor violates its Subcontractor Agreement or otherwise infringes your intellectual property rights. In the event of a breach affecting your intellectual property Picsera will assign all rights to you and provide you reasonable assistance at your expense in obtaining relief against the subcontract. By using our service you expressly waive any claims against Picsera related to any actions or omissions committed by subcontractors including but not limited to any claims for negligent supervision, wrongful employment or agency
13. General Provisions
This Agreement applies only to You and may not be assigned or transferred by You. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of Picsera. This Agreement will be governed by and construed according to the laws of Florida, U.S.A. without regard to that body of law controlling conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event of any dispute or claim arising out of this Agreement, the parties shall submit to arbitration with the American Arbitration Association in Miami Florida, U.S.A. or other mutually agreeable arbitration service or location. This Agreement is written in English and the governing language shall be English. The use of the singular includes the plural and vice versa, as the context may require. The headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of the provisions of this Agreement. Picsera shall not be liable for any alleged loss or damages resulting from failure to perform due to acts of God, natural disasters, strike, shortages of labor, acts of civil or military authority, governmental priorities, fire, floods, epidemics, quarantine, energy crises, war, riots or interruption of Picsera’s production for reasons beyond Picsera’s reasonable control. Picsera may amend this Agreement at any time, and the terms that will govern Picsera’s service of a particular image are those in effect on the date You submit the image. No waiver will be implied from conduct or failure to enforce rights. If any part of this Agreement is found invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force. In case of conflict between these Terms of Service and any other statement on Picsera’s website, these Terms of Service shall control. This Agreement represents the entire agreement between the parties relating to its subject matter and supersedes all other representations.
[1] Dropbox® is the registered trademark of Dropbox, Inc. Picsera is not associated with or authorized by Dropbox, Inc.