PicallEx Terms and Conditions of Service

PicallEx Terms and Conditions of Service

Last modified: May 06, 2025

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Welcome to the PicallEx LLC Terms and Conditions of Use and Service Level Agreement (jointly “Terms”) . This is an agreement between you or the entity you represent (hereinafter the “Client” and/or “Visitor” or “Customer” or “You”) and PicallEx LLC (hereinafter “PicallEx”) and governs access to and use of the website: https://www.picallex.com/, as well as any other websites operated by PicallEx that link to these Terms (the “Website”), the mobile application and the PicallEx Services – as defined below -, for all visitors to the site and/or individuals or entities that purchase the Services or create an account or download or use the mobile applications called PicallEx and/or PicallEx Agent (the “Application”), as well as for all Users – as defined below – who are authorized by the Customer. If you are entering into this agreement on behalf of a company, organization, or other legal entity (hereinafter “Company”), You agree to these Terms for that Company and represent to PicallEx that You have the authority to bind such Company and its affiliates to these Terms, in which case the terms Client, You or a related capitalized term in this document shall refer to said Company and its affiliates. If You do not have such authorization or if You do not agree with these Terms, You must not use or authorize any use of the services provided by PicallEx on behalf of the Company, nor to access the Website, download or use the Application or the Services. By accepting these terms, whether by accessing or using a Service, or by authorizing or permitting any User to access or use the Service, the Customer agrees to be bound by these Terms as of the date of such access or use of the Service. These Terms govern and help define PicallEx’s relationship with You when You interact with our online business platform and collaboration software through the Application, access to the Website and/or any use you make of the Services. In this way, we will establish the behaviors that we expect from you to use our Services, as well as what you can expect from us. This document describes the intellectual property rights and indicates the procedure in case of problems or discrepancies. In addition to these Terms, we also have a privacy policy (“Privacy Policy”) and a service level agreement (“SLA”). We recommend that you read the Privacy Policy to better understand how information can be updated, managed, exported and deleted. By accepting these Terms, you agree to be legally bound by them and our Privacy Policy. All capitalized terms that are not defined in these Terms will have the same meaning as assigned to them in the Privacy Policy.

SERVICE DESCRIPTION:

Thank you for using PicallEx services!

When talking about PicallEx, we will refer to PicallEx LLC, a company incorporated in the state of Florida, United States with address at 8400 NW 36th St Suite 450, Doral, FL 33166, United States. PicallEx is responsible for integrating multiple channels for the management of potential clients, and for providing follow-up to the subsequent sales or appointment process, including the return on investment in advertising integrated with other tools and own developments, (hereinafter “Service” or ” Services“) in addition to providing clients – through its related entity – with an alternative internet advertising channel for their products and/or services that is focused on the creation and optimization of digital campaigns and strategies, offering both the design and development of landing pages, the configuration and management of social networks, advertising campaigns on social networks and other digital platforms, creation of company profiles, creation and execution of communications by email and text message for the promotion of their products and/or services and the creation and the development of graphic and audiovisual material for advertising products (individually named as the “Connected Services”). PicallEx reserves the right to modify the design, layout, or configuration of the Website and/or the Services and/or the Application, as well as the registration or use requirements thereof, without giving rise to any claim or compensation for the Client or Visitor. PicallEx may change or discontinue any aspect or feature of the Website or the Application at any time, including, but not limited to, the content, availability, and equipment necessary to access or use them. The Client may use the Services for its own personal and business use or for internal business purposes within the organization it represents. You may connect to the Services using any Internet browser compatible with the Services. PicallEx grants you the ability to download, install, and use a copy of the Application on interactive wireless devices that the Client owns or controls. If you access the Services through the App, we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the Terms. You may connect to the Services using any Internet browser supported by the Services. You are responsible for obtaining internet access, the software and equipment necessary to use the Services. Due to the nature of the contracted Services—which may require the management of a high volume of data traffic—the Client acknowledges and accepts that specific technical requirements may arise, which will be promptly notified by PicallEx at the Client’s request. These requirements may include, among others, the need to install additional equipment or make supplementary connections to the Internet services or servers contracted by the Client, in order to prevent failures or interruptions resulting from the volume of traffic or the accesses required for the proper operation of the Services. It is the Client’s sole responsibility to guarantee and pay for the contracted additional services and to ensure the necessary technical coverage for the proper use of the Services. PicallEx will not be liable for failures or interruptions resulting from the Client’s failure to comply with these technical conditions.

ACCEPTANCE OF THE TERMS

The Client must be of legal age, have the capacity to enter into a binding contract with us and not be prevented from doing so under any applicable law in order to accept the Terms. If You do not agree or cannot comply with the Terms, please do not use any of our Services. By checking the checkbox indicating your agreement to the Terms, executing an order form that references the Services, when interacting with the Website and/or the Application or when using the Services in any other way or authorizing or permitting any User to use the Services You agree to these Terms.

CHANGES TO THE TERMS AND ON THE WEBSITE

We may modify these Terms from time to time to reflect changes in the law or in the PicallEx Services. You will be notified of such changes by reasonable means (before they become effective). Your continued use of PicallEx’s services shall indicate your approval and consent to the above-mentioned changes.  You agree that we will not be liable to You or any third party for any modification of the Terms. We will archive prior versions of these Terms for your review. If You wish to stop using the Service due to the updated Terms, You may contact PicallEx to terminate Your account. The effective date indicated at the beginning of this document indicates the last date of changes made to the Terms.

REGISTRATION OBLIGATIONS

You must register for a account by providing all information necessary to access or use the Services. Access to PicallEx services is conditional on the correct entry of the username and password. In this registration process you will receive an email with a link to access the platform, where the username and password will be determined in the email in which you receive the welcome. You agree to modify the assigned password, so that the chosen password is not knowable by PicallEx. If the user loses the password, he can generate a new one automatically. If you represent an organization and wish to use the Services for internal company use, we recommend that you and all other users in your organization register for a user account by providing your personal contact information under corporate management. In particular, we recommend that you use your corporate email address. You agree to: a) provide true, accurate, current and complete information about You as prompted by the registration process; and b) maintain and promptly update the information provided during registration to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or if PicallEx has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, PicallEx may terminate your account and refuse current or future use of any or all Services.  PicallEx is not responsible for any damages suffered by You and You specifically hold PicallEx harmless and agree to indemnify PicallEx for said damages in the event that the username and/or password is compromised by Your or any of your Users to whom you have provided the username and password or a third-party non PicallEx. 

ORGANIZATION ACCOUNTS AND AUTHORIZED CONTACT

When you sign up for an account for your organization, you become the owner. Owners shall have the right to configure the Services according to their requirements and to manage Users- as defined below- in their organization’s account. A User is an individual authorized by you to use the Service through your Customer account, identified by an individual login. Certain Users may be designated as Authorized Contacts—as defined below. During the contracting process for the Services, we will grant your Users access to use the Service as described in these Terms and pursuant to your requests or authorizations granted for such purposes. You may, at your discretion and through personal access to your account or through a communication addressed to PicallEx, define the powers and access you grant to each User.

If a third party creates and sets up your organization’s account on your behalf, be sure to enter into an appropriate agreement with that third party that specifies the third party’s roles and restrictions as part of your organization’s account.

Accounts managed by other people. In the event that you have decided or have managed directly through the Services the your decision to link your account with one or more third parties, that third party may become an authorized contact (the “Authorized Contact“). Consequently, You must consider that: (i) PicallEx may share the information related to your activity or your account with the Authorized Contact. However, for sharing information that includes personal data and/or confidential information, a signed informed consent from you is recommended to ensure data protection (ii) the Authorized Contact may have access to your account (including viewing or modify aspects of your profile or your registration information) and make decisions, among them and with respect to the contracted services or products, may increase or improve them, which may mean an increase in the fees to be paid (iii) it is the responsibility of the owner enter into an appropriate agreement with such Authorized Contact that specifies the third party’s roles and restrictions regarding access to and management of your organization’s account in order to avoid unintended consequences. The fact that the owner appoints an Authorized Contact and grants him the powers indicated above does not imply the decision to make a change in the ownership of the account or its original owner.

PicallEx will not adjudicate property related disputes or any other internal business disputes regarding management. Subsequent account ownership changes must be supported by appropriate legal documentation. If PicallEx is unable to determine the valid owner of the account, PicallEx reserves the right to suspend or terminate the account and the Services. Similarly, PicallEx reserves the right to disconnect the Services immediately if it determines, in its sole and absolute discretion, that the same User is using the Services from two or more devices at the same time. PicallEx will not be responsible for the loss of information that may occur due to the deactivation of the Service due to simultaneous uses.

RESPONSIBLE FOR THE ACCOUNT

You are solely responsible for: i) guaranteeing the confidentiality of access information, that is, user identification and passwords to access your account; ii) the access and use of the Services, including all the activities and operations carried out, by You and by the Users; iii) appoint competent persons; iv) ensure that all activities that occur in connection with your organization’s account comply with these Terms and the Privacy Policy v) take steps to ensure that your organization does not lose control of accounts. You agree to notify us immediately of any unauthorized use of your user account and may specify a process to be followed to regain control of the account by sending an email to sos@picallex.com, provided that the process is acceptable to PicallEx. You understand that PicallEx is not responsible for account administration and internal management of the Services for You. PicallEx will not be liable for any loss or damage caused to you or any third party as a result of any unauthorized access to your account and You agree to indemnify PicallEx for the aforementioned damage or loss.

RESTRICTIONS OF USE

PicallEx has established certain basic rules for both the Client and each User and/or Visitor follow them when downloading the Application and/or using the Services and/or browsing the Website. We trust that you will use the Services responsibly and this is what we expect from our Customers. In addition to what is established in these Terms, You agree not to carry out or allow third parties to carry out the following conduct:

• Reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes any portion of the Websites, use of the Websites, or access to the Websites;
• Transfer the Services or make them available to third parties;
• Probe, analyze, or test the vulnerability of systems or networks, or breach security or authentication measures;
• Use the Services to transmit viruses, malware or other harmful code, or use the Services in any way that could damage, disable, overburden, impair or damage any server, network, computer system, resource of PicallEx;
• Access, tamper with, or use non-public areas or portions of the Services;
• Interfere with or cause annoyance to a user, a host or a network with viruses, overloads, denial of service, spam;
• Attempt to decipher, decompile, reverse engineer, or otherwise discover the source code of any Software that makes up the Services;
• Access, search for, or create accounts for the Service by means other than public-use interfaces (for example, “scraping” or bulk account creation);
• Submit altered, deceptive, or false information to identify sources, such as IP spoofing or identity theft, impersonating another person or entity, falsely stating or misrepresenting your affiliation with another person or entity, or promoting or advertising products or services other than your own without proper authorization;
• Use the Services to engage in abusive, harassing, or intimidating behavior, or post or share indecent content or illegal pornography, or content that involves extreme acts of violence or terrorism;
• Use the Services for the transmission of material that infringes or may infringe the intellectual property or other rights of another, remove or alter any copyright, trademark or other intellectual property notices contained in the Service or provided through the Service;
• Violate the privacy of others or post any personal or confidential information belonging to any person or entity without obtaining consent;
• Use the Services to engage in dangerous, illegal or fraudulent activities or to directly or indirectly promote such activities. This prohibition includes promoting or supporting pyramid schemes or similar activities and using the Services to record or monitor a telephone call or other communication without obtaining consent as required by applicable law;
• Use the Service with content that in any way restricts or inhibits another user from using and enjoying our website and/or the Services;
• Making payments or transactions without the cardholder’s consent or fraudulently using payment information;
• Providing false or misleading information during the identity verification process, such as using forged documents or identity theft;
• Attempting to make payments for Services using credit or debit card information obtained illegally or fraudulently;
• Modify the software in any other way or form, and use modified versions of the software for any purpose, including to gain unauthorized access to the software Service, accessing another account without the permission of the user who owns the account, or using the Services for phishing schemes. Violations of system or network security may result in civil or criminal liability.

PicallEx may suspend or terminate your use of the Services as provided in these Terms. Anyone may report a violation of this section by reporting the violation by sending an email to: legal@picallex.com. We encourage everyone to report suspected violations. There may be instances where we are limited in how we can respond to reported violations, but we want to know about this activity.

BETA SERVICE SUBSCRIPTION

At its sole discretion and eligibility guidelines, PicallEx may offer to certain Customers certain Services as open or closed beta services for the purpose of testing and evaluation (“Beta Services“). PicallEx may release products or features related to the Services that are identified in the Application as beta, pilot, limited release, or with a similar name. Beta Services are not considered “Services” under these Terms; however, the use restrictions will apply equally to Your use of the Beta Services. You agree that we have the discretion to determine the period of time to test and evaluate the Beta Services. PicallEx will evaluate the success of such tests and make the decision, if any, to offer the Beta Services as commercial services. Customer shall have no obligation to purchase a subscription to use any paid Service as a result of its subscription to any Beta Service. PicallEx reserves the right to discontinue in whole or in part, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice. Customer agrees that PicallEx is not liable to you or any third party for any damages related to, arising out of, or caused by the modification, suspension, or discontinuation of any of the Beta Services for any reason.

PERSONAL INFORMATION AND PRIVACY

Personal information that You provide to PicallEx through the Service is governed by PicallEx’s Privacy Policy. Your acceptance of these Terms of Service indicates Your acceptance of the terms of the PicallEx Privacy Policy.

COMMUNICATIONS FROM PICALLEX

The Service may include certain communications from PicallEx, such as service announcements, administrative messages, and newsletters. You understand that these communications will be considered part of the use of the Services. As part of our policy to provide you with complete privacy, we also provide you with the option to opt out of receiving our newsletters. Any notice or information that you want to provide in relation to PicallEx’s Services (for example, the cancellation notice, payment authorizations, invoices, changes in the payment method, administrative messages, service announcements) will be effective if it is done by written electronically only by sending an email to the email address sos@picallex.com. You can modify your established address to receive notifications by prior notice to the PicallEx email address.

INFORMATION DISCLOSURE POLICIES

If we receive a complaint from any person against You regarding your activities as part of the use of the Services, we will send the same to the primary email address of Your account. You must respond to the communication within 24 hours of receipt. If You do not respond within 24 hours from the date of our email, we may release Your name and contact information to the claimant to enable them to take legal action against You. You understand that Your failure to respond to the submitted claim within the 24-hour time limit will be construed as Your consent for PicallEx to release your name and contact information to the claimant.

RATES AND PAYMENTS

When You purchase a subscription plan with PicallEx, the means for You to enter Your payment method information is provided. You must provide accurate and complete information regarding a valid payment method that you are authorized to use. You must immediately notify PicallEx of any change in your billing address and you must update your account with any change related to your payment method. By completing the details for a subscription plan, You authorize PicallEx to charge Your payment method on a recurring basis for: (a) The applicable subscription plan charges, (b) All applicable taxes, and (c) Any other charge incurred in connection with the use of the Services. Said charges will be prepaid or postpaid, according to the type of Service and the billing method indicated in the corresponding order form. Your subscription will automatically renew at the end of each term, unless you inform us that you do not wish to renew your subscription within the time set forth below. At the time of automatic renewal, the subscription fee will be charged to the last credit card used by you. If you do not wish to renew your subscription, you must notify us at least fifteen (15) days prior to your billing date. If You do not notify PicallEx in writing of the cancellation of the prepaid subscription, You are deemed to have authorized PicallEx to collect the applicable fee. In the case of postpaid billing, You must pay in full what is owed for the Services actually provided, even if you previously decide to request the cancellation of the Services. To the extent permitted by applicable law, payments are non-refundable and no refunds or credits will be given for partially used subscription periods. PicallEx reserves the right to modify the rates and/or prices applicable to the Services and will notify said decision in a timely manner. PicallEx does not represent or warrant that a particular subscription plan will be offered indefinitely and reserves the right to change prices or alter features and options in a particular subscription plan with prior notice. Any increase in charges will not apply until the expiration of your current billing cycle.

INACTIVE USER ACCOUNT POLICY

If seven (7) calendar days have elapsed since the invoice was issued, payment of the Services provided by PicallEx and/or any of the Connected Services provided by entities related to PicallEx has not been made satisfactorily, we may suspend your access to the Services and/or to the Connected Services until we obtain a valid form of payment. Twenty (20) days after the suspension of the Services and/or to the Connected Services without you having paid the amounts owed, PicallEx may terminate the Services and/or to the Connected Services provided and terminate the contractual relationship for reasons attributable to the Client. Once the Service and/or to the Connected Services has been terminated, in order to request reactivation, the Customer must pay a reactivation cost that is set in accordance with PicallEx’s business decisions (“Reactivation”). Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In order to access the Service Data (except Personal Data), the Client must pay the unpaid balance according to the conditions provided in these Terms. PicallEx reserves the right to restrict access, portability, delete, disable or quarantine any data or other content if PicallEx reasonably believes that the Client has violated the conditions established in the Terms and in cases where there are unpaid balances. Unless legally prohibited from doing so or where PicallEx is legally required to take immediate action, PicallEx will use commercially reasonable efforts to notify Customer by email when taking any of the above actions. PicallEx shall not be liable to Customer for any modification, suspension or discontinuance of Customer’s rights to access and use the Services and Service Data.

SUSPENSION AND TERMINATION

You may stop using our Services at any time subject to the notice requirements set forth herein. PicallEx reserves the right to suspend or cancel access to the Services in the following cases:

(a) If You  breach the obligations set forth in these Terms or the Privacy Policy (b) If You use the Services in a way that could create a real risk of damage or loss to PicallEx or other users, or (c) If we must do so to comply with a legal requirement or court order. PicallEx will provide reasonable advance notice via the email address associated with your account to resolve the issue we contacted you about and give you the opportunity to export the files from our Services. If after such notice, the Client does not take the measures that we request, we will cancel the access to the Services. We will not provide notice of termination when doing so would create legal liability for us or jeopardize our ability to provide the Services to other Customers. We may terminate a suspended or disabled account after twenty (20) days. Once the Service has been terminated, and to request rehabilitation, the Customer must pay the corresponding Reactivation and must not have unpaid balances on the PicallEx Services or outstanding debts under the Connected Services. Termination of the user account will include denial of access to all Services. We will also cancel your account if requested. You have the right to terminate your account if PicallEx breaches its obligations under these Terms. A visitor to the Website may terminate their use of the Website at any time by ceasing to use and/or access the Website. PicallEx may terminate the use of the Website, at its discretion, and deny access to the Website at its sole discretion.

INFORMATION RETENTION

We maintain the data in your account as long as You choose to use the PicallEx Services and comply with the payment terms. In the event of termination, within thirty (30) days following the effective date of termination of the Services and upon Customer’s request sent to the email indicated in these Terms, PicallEx will make the data available for export or download, except Service data that (i) has been previously deleted, (ii) has been created and/or used in violation of these terms, (iii) is prohibited by law or court order or if (iv) there is an unpaid balance in the Contracted service. Thereafter, PicallEx will have no obligation to maintain or provide any Service Data. Once the Service has been terminated, thirty (30) days after termination and to request reactivation, the Customer must pay a reactivation cost that is set in accordance with PicallEx’s commercial decisions. In order to retain access to the Service Data, you must keep at least one user contract active. Consequently, in the case of accounts with more than one user, if at least one of the users is active, the account will not be considered inactive and the aforementioned deletion process will not operate. Service Data will eventually be removed from the active database during the next cleanup which occurs once every six (6) months. Data deleted from the active database will be removed from backups after this period.

EXTENSIVE FILES AND APPLICATIONS

PicallEx may provide sample files and applications to demonstrate the ability to use the Services effectively for specific purposes. The information contained in such sample files and applications consists of random data. PicallEx makes no warranties, express or implied, as to the accuracy, usefulness, completeness, or reliability of the information or the sample files and applications.

ABOUT THE INFORMATION ON THE WEBSITE

PicallEx will under no obligation to provide information, but may do so at its sole discretion. The information is provided as is and without any liability to PicallEx. Therefore, the Visitor understands that they will be solely responsible for any reliance they place on the Information received by virtue of their access to the Website.

PicallEx does not provide advice or consulting of any kind, and no communication or information made available is intended to be, or should be construed as, advice of any kind. It is your responsibility to determine whether any related decision is appropriate for you based on your objectives, circumstances, and risk tolerance, and you are responsible for any associated losses or liabilities. PicallEx is not responsible for the accuracy or reliability of any content and assumes no liability for any action you may take as a result of reading content posted on the Website.

INTELLECTUAL PROPERTY

The intellectual property rights associated with the Services and the Website, including rights to their content, code and applications, text, graphics, logos, button icons, user interfaces, sounds, music, videos, and artwork, including, but not limited to, the look and feel, design, color scheme, selection, images, data and software compilations, and the combination and arrangement of content present on the Websites and/or the Application, among others, are the sole and exclusive property of PicallEx. All Services and content provided by PicallEx are protected by trademark, copyright, intellectual property, and other laws in both the United States and other countries. The PicallEx Application and its content are not for sale or transfer, and PicallEx retains ownership of all copies of the Application, even after installation on your devices. The Website contains or may contain materials that are the property of PicallEx and are protected by copyright, trademark, and other intellectual property laws and international treaties. You acknowledge that the Website contains creations that have been developed, reviewed, and organized by PicallEx, through the dedication of time and money, and therefore constitute valuable intellectual property belonging to PicallEx. The Client must abide by and maintain all copyright notices and restrictions set forth in any content accessed through the Services. Except as otherwise expressly authorized by these Terms, applicable law, or a separate agreement, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload, transmit, or distribute any part of any content posted on the Website or the Services without our prior written permission. By making any copyrighted content available on any of the Services, you affirm that you have the consent, authorization, or permission, as the case may be, of every person who may claim any right to such content to make such content available in this manner, and you agree to indemnify PicallEx for any violation of trademark and/or copyright law in your content. Except as expressly provided herein, we do not grant you any express or implied rights to the Services or to our or any third party’s intellectual property. We grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services only in the manner presented. At the same time, PicallEx will have a royalty-free, worldwide, transferable, sublicensable, assignable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services, or use any suggestions, enhancement requests, recommendations, or other feedback we receive from you or other third parties acting on your behalf, provided that such feedback will not be considered confidential information.

THIRD PARTY APPLICATIONS

PicallEx is integrated with or may interact with third party applications, websites and services (hereinafter “Third Party Applications”) to make the PicallEx Services available to you. These Third Party Applications may have their own terms and conditions of use and privacy policies, and Your use of these third party applications and devices will be governed by and subject to those terms and conditions and privacy policies. Customer understands and agrees that PicallEx is not responsible, and Customer indemnifies and holds PicallEx harmless, for the behavior, features, or content of any Third Party Application or any transaction Customer may enter into with the provider of such Third Party Applications, nor does it guarantee the compatibility or continued compatibility of applications and devices. of third parties with the Service. PicallEx shall not be liable for the existence, updating, accuracy, privacy, operation, modifications, content, and offers of third-party sites linked through the Website. PicallEx shall not be liable for transactions between the Client and/or Visitor and sites linked to the PicallEx Website. Likewise, any references made on the Website to any product, service, process, linked site, hypertext, or any other information using trademarks, distinctive signs, domains, trade names, or manufacturers’ names, etc., owned by third parties, shall in no event constitute or imply any endorsement or recommendation by PicallEx, and under no circumstances shall PicallEx be assigned ownership or responsibility for such sites.

SEPARABILITY OR INTEGRITY

If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, that provision will be modified by the court and construed to the best of its ability so as to enforce the original provision to the fullest extent permitted by law, and the other provisions of these Terms will remain in effect.

RELATIONSHIP BETWEEN PARTIES

At all times, You and PicallEx are independent contractors and are not agents or representatives of the other. These Terms are not intended to constitute a joint venture, partnership, or franchise relationship between the parties. You must not represent to anyone that you are an agent of PicallEx or that you are authorized to bind or engage PicallEx in any way without PicallEx’s prior written permission.

NON-COMPETITIVE ACCESS

You may not access the Services if you are a direct competitor of PicallEx, unless you obtain PicallEx’s express written consent in advance. You may not access the Services for competitive purposes.

ASSIGNMENT PROHIBITION

You agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, timeshare or otherwise commercially exploit or resell the Services to any third party, unless PicallEx expressly agrees otherwise in writing.

COMPREHENSIVE AGREEMENT

These Terms constitute the entire agreement and supersede any prior agreement between You and PicallEx and any and all prior or contemporaneous statements, understandings, writings, undertakings or representations relating to its subject matter. There are no oral promises, conditions, representations, understandings, interpretations or terms of any kind between the Parties, unless expressly stated otherwise in this document. Headings used herein are for convenience only and should not affect the interpretation of the terms.

CONFIDENTIALITY

Confidential Information means (a) all information disclosed by PicallEx to Client (the “Recipient”) that is in tangible form and designated as confidential or that is information, regardless of its form, that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure, and (b) the specific terms and conditions of these Terms, and any modifications and additions thereto, between the parties. Confidential Information shall not include any information that: (i) has been or becomes public knowledge, through no fault of Recipient or as a result of breach of these Terms; (ii) was rightfully in the Recipient’s possession at the time of such disclosure, without any restriction on use or disclosure; (iii) was independently developed by the Recipient without the use of the confidential information of the disclosing party; or (iv) was lawfully obtained by Recipient from a third party that was under no obligation of confidentiality and without restrictions on use or disclosure. During and after agreeing to these Terms, the Recipient of the Confidential Information shall: (a) use the other party’s Confidential Information solely to exercise its respective rights and fulfill its respective obligations under these Terms; (b) he shall not disclose such Confidential Information to a third party, except as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent that it protects your own Confidential Information or information of a similar nature.

NO REQUEST

During the Term of these Terms and for a period of one (1) year from the termination of the Services, Customer shall not, directly or indirectly, employ or solicit the employment or services of any employee or independent contractor of PicallEx without the prior written consent of PicallEx.

DISCLAIMER OF WARRANTIES

PICALLEX WILL MAKE ALL REASONABLE EFFORTS TO KEEP THE SERVICE IN GOOD OPERATION. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES, THE APPLICATION AND THE WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. PICALLEX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PICALLEX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, UNLESS OTHERWISE PROVIDED IN WRITING. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES OR THE VISIT TO THE WEBSITE SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE PHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES. OR THE DOWNLOAD OF SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM PICALLEX, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. THESE TERMS SHALL NOT LIMIT NON-WAIVABLE WARRANTIES. PICALLEX DOES NOT WARRANT, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE, AND WILL NOT BE A PARTY TO ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

 LIMITATION OF LIABILITY

YOU AGREE THAT PICALLEX SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER LOSS OR DAMAGE, OR FOR LOST BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS DATA OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OR INABILITY TO USE THE SERVICE, EVEN IF PICALLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL PICALLEX’S TOTAL LIABILITY TO YOU WITH RESPECT TO ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES YOU PAID FOR SUCH SERVICE, ACCORDING TO THE CONTRACT PERIOD. LIABILITY TO YOU IS NOT EXCLUDED OR LIMITED IF IT WOULD BE ILLEGAL TO DO SO IN THESE JURISDICTIONS. Each provision of the Terms that sets forth a limitation of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of risk and is an essential element of the basis of the bargain between the parties.

INDEMNITY

You agree to indemnify and hold PicallEx, its officers, directors, employees, suppliers and affiliates harmless from any claim or demand from other customers and/or users or third parties for the use of the Services or for your breach of the Terms and Policy of Privacy, as well as against any losses, damages, fines and expenses (including attorneys’ fees and costs) arising out of or related to any claim that exists if you have used the Services in violation of the rights of another party, in violation from which any law, in violation of any provision of the Terms, or any other claim related to your use of the Services, and/or the Application and/or the Website, except where such use is authorized by PicallEx. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnification obligations without PicallEx’s prior written consent.

CURRENT LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Florida, USA, without prejudice to any provision of private international law.

DISPUTE RESOLUTION

Before filing a claim against PicallEx, You agree that You must attempt to resolve the dispute informally by emailing legal@picallex.com with respect to any claim or dispute. We will communicate with you by said means to try to resolve the dispute informally. If the dispute is not resolved within thirty (30) days of submission, You or PicallEx may initiate formal proceedings as set forth below.

ARBITRATION

Any controversy or claim arising out of or related to the Terms will be resolved as follows: 

1. in the event the amount of damages sought are less than $8,000.00 then Parties are directed to file suit, venue being agreed upon as Miami-Dade County Court. 
2. if the damages sought are $8,001 or greater then by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim will be arbitrated on an individual basis and will not be consolidated in any arbitration with any claim or controversy of any other party. The arbitrator’s decision will be final and unappealable. The arbitration will take place in Miami-Dade County, Florida and judgment on the arbitration award may be entered in any court having jurisdiction over it. 

Notwithstanding anything to the contrary, PicallEx may, at any time, seek injunctive or other forms of equitable relief or bring any dispute over the validity of intellectual property rights to a court of competent jurisdiction.

PicallEx Service Level Agreement

As of July 13, 2022

This document is provided solely for the convenience of the interested party. The English version of this service level agreement shall prevail and under no circumstances shall the Spanish language version of this service level agreement be construed to modify the English language version thereof or to apply in any way to the relationship Between the parts.

This service level agreement for PicallEx Services (hereinafter “SLA”) forms part of the terms and conditions of Services agreed between You and PicallEx. All capitalized terms not defined in this SLA shall have the same meaning assigned to them in the Terms.

If We fail to achieve and maintain Service levels for each service as described in this SLA, you may be eligible for a credit against a portion of Your monthly Service fees.

We may modify this SLA from time to time. We will post this revised SLA on the website with a “last updated” date. You will be notified of such changes by reasonable means (before they become effective) in order to obtain your consent. By continuing to use the PicallEx Services after the revisions take effect, you agree to be bound by the modified SLA. You agree that We will not be liable to You or any third party for any modification of the SLA.

Definitions

Service level: These are the service level performance standards set forth in this SLA that PicallEx undertakes to comply with in the delivery of the Services.

Monthly Uptime Percentage: Calculated by subtracting from 100% the percentage of minutes during the month that any of the PicallEx Included Services were in an unavailable state.

Downtime: Occurs if a PicallEx Included Service is not available to a Customer.

Service Credit: These are the amounts that can be credited to you after an approval of a PicallEx claim.

Service Commitment

During the subscription term for which PicallEx has agreed to provide You with a given Service, PicallEx will be operational and available to You at least 99% of the time in any calendar month (the “Service Level”). If the Monthly Uptime Percentage does not meet the Service Level in any calendar month, and You have met Your obligations under the Terms and this SLA, You will be eligible to receive a credit from the following way:

Service credits apply only to fees paid for the particular Service for which a Service Level was breached. These service credits awarded in any billing month for a particular Service will not, under any circumstances, exceed your monthly Service fees for that Service in the billing month.

You will be entitled to a credit based on the monthly fees billed for the affected Service that you provisioned in the month in which you experienced such failure if you are on a monthly subscription plan. Customers with prepaid accounts may, upon written request, receive service level credits in the form of a cash refund, calculated by applying the service level credit percentage against one-twelfth (1/12) of the annualized prepaid amount.

Credit application procedure:

(a) In order to receive a service credit, You must submit a claim to the email address sos@picallex.com. To be eligible, the service credit claim must be received by PicallEx within fifteen (15) days after the end of the calendar month in which the SLA failure occurred and must include:

(i) the applicable calendar month, date, time (including time zone), duration, and Affected Services with respect to each alleged incident that contributed to a failure of the SLA for which the claim is made, the affected account, and evidence documented evidence that substantiates the incident claimed by You.

(b) Any failure by You to provide sufficient details and other information to confirm and substantiate the service credit claim as required will disqualify You from receiving a service credit for such claim. At the same time, service credit will be granted as long as your account is fully paid, with no outstanding payment issues or disputes.

(c) If a service credit claim is made in accordance with this Section 3 and PicallEx has confirmed that an SLA failure has occurred, then PicallEx will apply the applicable service credit.

(d) Except as expressly set forth herein, a service credit will not entitle You to any refund or other payment from PicallEx. Service credits are the sole and exclusive measure of compensation for any performance or availability issues with a service subject to the Terms and this SLA. Service credits cannot be transferred or applied to any other account.

Exclusions

The Service Level commitment will not include unavailability due to:

(a) use of the Services in a manner not authorized under the Terms or contrary to this SLA by you, or your employees, agents, contractors or suppliers, or anyone who obtains access to PicallEx through your passwords or equipment, or as a result of your failure to follow proper security practices;

(b) force majeure events or other factors beyond PicallEx’s reasonable control, including, but not limited to, natural disasters, wars, acts of terrorism, riots, government action, or network or device failure external to PicallEx’s data centers ;

(c) your equipment, software, network connections or other infrastructure;

(d) use of services, hardware, or software not provided by PicallEx, including, but not limited to, problems related to inadequate bandwidth or related to third party software or services, equipment, applications, plug-ins, software, or technology;

(e) routine scheduled maintenance or reasonable emergency maintenance;

(f) arising from the suspension and termination of your rights by PicallEx;

No Service Level Commitment or Service Credits are provided for:

(i) free, proof-of-concept, beta, or trial sandbox instances or services.

END OF TERMS AND CONDITIONS

If you have any questions or concerns regarding these Terms, please contact us at sos@picallex.com

8400 NW 36th St Suite 450, Doral, FL 33166, United States. +1 786 279 4222. 

sos@picallex.com