Terms of Use

Effective Date: November 13, 2023

This Terms of Use, including documents it incorporates by reference, (the “Terms”) are entered into between you and Adventure Soup Inc., its affiliates, subsidiaries, successors and assigns, (“Picsaurus”) and applies to your use of Picsaurus apps, websites and picture service platform (the “Platform”).

BY CLICKING “I AGREE” OR SIMILAR CONFIRMATION OR BY USING THE PLATFORM YOU ARE AGREEING TO BE BOUND BY THESE TERMS.

IF YOU ARE USING THE PLATFORM ON BEHALF OF AN ORGANIZATION, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ORGANIZATION TO THE TERMS AND ARE AGREEING TO THE TERMS FOR THAT ORGANIZATION. WHERE YOU ARE USING THE PLATFORM ON BEHALF OF AN ORGANIZATION, “YOU” AND “YOUR” REFER TO THE ORGANIZATION.

1. DESCRIPTION OF THE PLATFORM

The Platform is a multi-media storage, uploading and sharing service which allows tour operators (each an “Operator”) to add value to their tours by giving their guests (each a “Guest”) access to photos taken by operators during their tours and streamlining the process along with reservation and waiver delivery methods.

2. UPDATES

Picsaurus reserves the right to modify these Terms at any time (each, an “Update”) and shall make each Update available at picsaurus.com. You are deemed to accept any Update by continuing to use the Platform. Unless Picsaurus states otherwise, an Update is automatically effective 30 days after posting.

3. ACCESS TO THE PLATFORM

3.1 Age of Access. You must be of the age of majority in your jurisdiction in order to use the Platform and you represent and warrant that you are of the age of majority in your jurisdiction and have the right and authority to enter into and comply with these Terms.

3.2 Accounts and Login Information. If you are an Operator, access to the Platform requires registering an account with Picsaurus (each, an “Account”). Each Account allows for sub-administrators of the Account as well. Registering an Account may require you to agree to additional terms, in addition to these Terms, such as through a separate service agreement (each a “Service Agreement”). You are responsible for managing and ensuring the security, conﬁdentiality and authorized use of your Account’s login information and are prohibited from sharing your login information with anyone who is not authorized. Picsaurus strongly recommends that you keep your login information confidential, and you shall notify Picsaurus promptly of unauthorized access or use of your Account.

3.3 Subscription and License. Picsaurus grants you a limited, non-exclusive, non-sublicensable, non-transferrable, revocable, subscription to access the Platform and to use features associated with your Account in connection with the provision of Platform. In addition, if you are accessing the Platform through a software application provided by Picsaurus, you are granted a limited, non-exclusive, non-sublicensable, non-transferrable, revocable license to install such software on your computer or mobile device solely for use of the Platform in connection with the provision of the Platform services.

3.2 Marketing Services. Picsaurus also offers Operators marketing services, using photos, augmenting their tours or providing additional tools to improve an Operators marketing. While some marketing services might be offered directly via the Platform, you may also be required to sign a separate Service Agreement in order to take advantage of all types of marketing services offered by Picsaurus.

4. PAYMENTS

4.1 Purchases. If you use the Platform as a Guest, you agree to pay the costs, charges and applicable taxes associated with purchases you make via the Platform, including for photos or other content purchased from a particular Operator or directly from Picsaurus (the “Content Purchases”). Picsaurus does not have control over the prices or content provided by Operators via the Platform and such prices may be modified at any time, in an Operator’s sole discretion.

4.2 Payment Process. As a Guest, you may be required to provide Picsaurus with credit card information and if provided, you agree that Picsaurus may initiate payment for Content Purchases automatically using such credit card upon your confirmation. Content Purchases are processed by one or more third parties on behalf of Picsaurus and such third parties may change without notice to you. Picsaurus does not store your credit card information.

4.3 Refunds at Picsaurus’s Sole Discretion. If you experience issues with a purchase made through the Platform, you may request a refund. You acknowledge and agree that while you may request a refund of Content Purchases, Picsaurus is not under any obligation to issue a refund. Whether Content Purchases are refunded is at the sole discretion of the applicable Operator.

4.4 Promotional Offers. Picsaurus, in its sole discretion, may make available discounts or other promotional offers to your Account, which are non-transferrable and subject to expiration or termination, as determined by Picsaurus in its sole discretion.

5. PLAN, OPERATOR PAYMENTS, PROCESSOR FEES, SUBSCRIPTIONS AND WITHHOLDING

5.1 Operator Fees. Depending on the plan you select with Picsaurus (each a “Plan”), Picsaurus may remit each Operator’s agreed to percentage of Guest fees minus any payment processor (the “Payment Processor”) fees. You acknowledge and agree that the Payment Processor may charge you fees in connection with its services. You must agree to the Payment Processor (the “Processor Terms”) in order to be an Operator and receive payment via the Platform. The Processor Terms are subject to change on one or more occasions and are outside the control of Picsaurus. Picsaurus shall use reasonable efforts to remit payments owed to you on a timeline agreed to with the Payment Processor and Picsaurus agrees that such payments shall not include any interest and are net of amounts Picsaurus is required to withhold by law. All payments made by Picsaurus to you exclude applicable taxes and you, as an Operator, are solely responsible for paying all state, provincial and other taxes associated with payments made to you via the Platform.

5.2 Subscription Plan. Depending on the Plan, Picsaurus may charge you on a monthly or annual basis for your use of the Platform (each a “Subscription”). SUBSCRIPTIONS ARE BILLED IN ADVANCE ON A MONTHLY OR ANNUAL RECURRING BASIS, DEPENDING ON THE TYPE OF SUBSCRIPTION PLAN YOU SELECT WHEN PURCHASING A SUBSCRIPTION. AT THE END OF EACH BILLING CYCLE, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW ON THE SAME TERMS UNLESS YOU DELETE YOUR ACCOUNT OR CANCEL YOUR SUBSCRIPTION PRIOR TO RENEWAL. YOU MAY CANCEL YOUR SUBSCRIPTION BY REQUESTING CANCELLATION THROUGH YOUR ACCOUNT MANAGEMENT PAGE OR BY CONTACTING PICSAURUS CUSTOMER SUPPORT TEAM AT support@picsaurus.com.‍

Picsaurus may, in its sole discretion, modify the fees it charges for a Subscription at any time and shall become effective at the end of the then-current billing cycle. Picsaurus shall provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Platform after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount. In order to pay for a Subscription, you may be required to provide your credit card or other payment information. Subscription payments are processed by one or more third parties on behalf of Picsaurus and such third parties may change without notice to you. Picsaurus does not store your credit card or other payment information, but the third-parties operating on behalf of Picsaurus might store this information upon your request or for other legal and compliance purposes.

6. USE OF THE PLATFORM

6.1 Authorized Use. When using the Platform, you may not:

knowingly provide false or inaccurate information to Picsaurus;
mirror, decompile, disassemble or reverse engineer the Platform or otherwise attempt to derive the Platform source code or gain unauthorized access to the Platform;
alter, change or circumvent security related aspects of the Platform;
use any automated system (bot, spider, etc.) to access the Platform;
reproduce, rearrange, modify, change, alter, translate, create derivative works from, display, perform, publish or distribute the Platform;
break, disrupt or attempt to break or disrupt any device used to support the Platform or other’s experience or knowingly exploit a flaw or bug in the Platform;
frame or mirror any part of the Platform or use meta tags, code or other devices containing any reference to Picsaurus or the Platform in order to direct any person to any other website for any purpose;
collect or provide to third parties information or data provided through the Platform;
store or transmit material that is infringing, libellous, unlawful or in violation of any person’s rights;
harass, abuse, stalk, dox, threaten or impersonate any person;
upload any obscene, nude, pornographic, sexually explicit or other offensive content;
sell, rent, lease or sublicense the Platform, or access thereto, or information presented through the Platform, unless expressly permitted by Picsaurus;
use the Platform in connection with any commercial endeavors, except as expressly permitted by these Terms;
promote, encourage or undertake illegal activity; or
infringe or violate third-party rights including but not limited to: (i) contractual rights; (ii) copyright, patent, trademark or trade secret rights; (iii) privacy rights; (iv) publicity rights; or (v) confidential information,

as determined by Picsaurus in its sole discretion.

6.2 Suspension and Termination. Picsaurus may suspend or terminate access to the Platform and/or your Account, without notice or compensation to you, at any time for any reason (or for no reason) including but not limited to technical issues or your non-compliance with these Terms. Picsaurus has sole discretion to lift a suspension or cancel a termination.

6.3 Data Deletion. Upon the suspension or termination of an Operator’s Account, Picsaurus may delete all data, including Guest data that was held on the Platform. If you do not want data deleted at any point in time, Picsaurus suggests that you maintain an active Account.

6.4 Privacy Policy. Use of the Platform is governed by a Privacy Policy detailing how Picsaurus collects, uses and discloses personal data about you and is available at https://www.picsaurus.com/privacy-policy. If at any time you disagree with the Privacy Policy, you must immediately stop use of the Platform and contact Picsaurus at support@picsaurus.com.

7. OPERATOR REPRESENTATIONS AND WARRANTIES

If you are an Operator, you represent, warrant and agree at all times, that you:

have all appropriate licenses, approvals and authority to provide tour to third parties in all jurisdictions in which you operate;
own, or have the legal right to operate your tour and meet all applicable statutory and regulatory requirements for operations of its kind;
are named or scheduled on a valid insurance policy, as legally required in your jurisdiction, covering your interactions with Guests; and
if you connect a reservation/waiver or 3rd party platform to Picsaurus, you have all applicable rights to the data received through that 3^rd party, and have permission to use such data on the Platform.
any Guest information you enter into the Platform, manually or via integrations, you have gained explicit permission from the guest, either verbally or written or via agreed terms

8. PROPRIETARY RIGHTS

8.1 Ownership and Rights. Picsaurus retains all right, title and interest in the Platform, including but not limited to copyrights, copyrightable works, patents, patent rights, trademarks, trade names and trade secrets, and in Accounts. These Terms do not convey any right, title or interest in, or constitute the sale of any right to, the Platform or Account.

8.2 User Content. You may provide Picsaurus with pictures, video, comments, recommendations, advice, ideas, submissions, forum posts or other information (“User Content”). By providing User Content, you represent and warrant that all consents, licenses and rights necessary to license User Content to Picsaurus are obtained and hereby grant Picsaurus an irrevocable, fully-paid, royalty-free, non-exclusive, perpetual, worldwide license to User Content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights you own or control to use, broadcast, disclose, display, distribute, modify, make derivative works of, publicly perform, publish, record, reproduce, sublicense (on multiple levels), translate, transmit or otherwise exploit for all purposes and in all formats and mediums without attribution, notice, permission, royalty or payment. Picsaurus is under no obligation to review or act upon any User Content that you provide.

8.3 Business Ownership and Rights. As an Operator, you retain all right, title and interest in all information, pictures, content and data owned or licensed by you that you upload or share through the Platform, allow Picsaurus to access during your use of the Platform or sell to a Guest via the Platform (“Operator Property”). The Terms do not convey any right, title or interest in, or constitute the sale of any right to, Operator Property, and you represent and warrant that all consents, licenses and rights necessary to license Operator Property are obtained prior to the sharing or selling of any of Operator Property with/to Picsaurus or a Guest. Picsaurus and each Guest shall not use or access Operator Property except when you, as an Operator, make such Operator Property available. When making a sale of any content via the Platform you, as an Operator, hereby grant each applicable Guests license rights to such content under all copyright, trademark, trade secret, patent, privacy and publicity rights and any other intellectual or industrial property rights that you, as an Operator, own or have rights to, as further described upon any purchase made via the Platform.

8.4 DMCA. Picsaurus responds to notices alleging copyright infringement that comply with the United States Digital Millennium Copyright Act (the “DMCA”). If you wish to make a DMCA claim, you must provide the following information in writing in your DMCA notice:

identify the copyrighted work that you claim has been infringed;
identify the material claimed to be infringing and where it is located;
provide reasonably sufficient information to allow Picsaurus to contact you, such as your address, phone number and e-mail address;
provide 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 law;
provide a statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or are authorized to act on behalf of the owner; and
provide an electronic or physical signature of a person authorized to act on behalf of the copyright owner.

Picsaurus may provide you notice if your communication, post, submission or upload was removed as a result of Picsaurus receiving a DMCA notice from a copyright owner. If you receive notice from Picsaurus, you may provide a counter-notification in writing to Picsaurus’s designated DMCA agent through the means provided below.

DMCA notices can be sent to Picsaurus by emailing dmca@picsaurus.com or by mail:

Adventure Soup Inc
4730 University Way Neste. 104-#105
Seattle, WA 98105

9. TERM AND TERMINATION

9.1 Term. These Terms are effective as of the date your Account is created and terminates upon the earliest of: (a) Picsaurus’s termination of these Terms, which may occur without notice or reason; (b) Picsaurus’s termination of your Account; or (c) your termination of these Terms pursuant to section 9.2. Upon Termination, Picsaurus shall remit fees owed, minus any taxes and processing fees owed to a Payment Processor.

9.2 Your Right to Terminate. If at any time you disagree with these Terms, Privacy Policy, any Service Agreement or any other agreement between you and Picsaurus, you must immediately stop use of the Platform, uninstall any Picsaurus software from your computer or mobile device and notify Picsaurus of your intention to terminate by emailing support@picsaurus.com.

10. DISCLAIMER AND LIMITATION OF LIABILITY

You acknowledge and agree that the following disclaimers are made on behalf of Picsaurus, each of its officers, directors, shareholders, employees and agents, and its subsidiaries, parents, affiliates, successors and assigns.

10.1 DISCLAIMER. THE PLATFORM IS PROVIDED TO YOU “AS IS” AND PICSAURUS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS AND THIRD PARTIES WE ENGAGE IN CONNECTION WITH THE PLATFORM (COLLECTIVELY, “RELATED PARTIES”), DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, PICSAURUS AND RELATED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE PLATFORM WILL NOT INFRINGE ANY COPYRIGHT, PATENT, TRADEMARK, OR OTHER RIGHTS HELD BY A THIRD PARTY. FURTHER AND WITHOUT LIMITING THE FOREGOING, PICSAURUS AND RELATED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE PLATFORM AND SERVICES PROVIDED VIA THE PLATFORM WILL COMPLY WITH APPLICABLE LAWS, MEET YOUR REQUIREMENTS, NOT CAUSE, RESULT IN OR CONTRIBUTE TO INJURY TO YOU OR DAMAGE TO YOUR PROPERTY OR PROPERTY OF OTHERS, THAT SERVICES PROVIDED ON THE PLATFORM WILL BE COMPLETED, OR THAT OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED, CONTINUOUSLY AVAILABLE, ERROR FREE OR WILL NOT HARM YOUR COMPUTER OR MOBILE DEVICE OR RESULT IN LOST DATA. NO ORAL ADVICE OR WRITTEN INFORMATION PROVIDED BY PICSAURUS AND RELATED PARTIES SHALL CREATE ANY WARRANTY AND YOU SHALL NOT RELY EXCLUSIVELY UPON SUCH ADVICE OR INFORMATION. YOU BEAR THE ENTIRE RISK AS TO THE PERFORMANCE, OPERATION AND QUALITY OF THE PLATFORM AND SERVICES PROVIDED THROUGH THE PLATFORM.

10.2 LIMITATION OF LIABILITY. PICSAURUS AND RELATED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR RELATING TO THE PLATFORM OR SERVICES PROVIDED VIA THE PLATFORM INCLUDING WITHOUT LIMITATION DIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES.

10.3 MAXIMUM AGGREGATE LIABILITY. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN TERMS OR WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES AND, IF ANY DISCLAIMER OR LIMITATION OF LIABILITY IS FOUND UNENFORCEABLE, VOID OR DOES NOT FULLY SHIELD PICSAURUS AND RELATED PARTIES FROM LIABILITY, YOU AGREE THAT PICSAURUS AND RELATED PARTIES’ MAXIMUM AGGREGATE LIABILITY IN ANY CASE WHATSOEVER WILL BE THE TOTAL AMOUNT PAID BY YOU TO PICSAURUS (IF YOU ARE A GUEST) OR THE TOTAL OF PAID BY PICSAURUS TO YOU (IF YOU ARE AN OPERATOR), IN THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE HARM IN QUESTION.

10.4 Indemnity. You shall defend and indemnify Picsaurus and Related Parties against any claim, demand, suit or proceeding made or brought against Picsaurus or Related Parties in connection with your use of the Platform, including but not limited to: (a) your breach of these Terms; (b) your violation of any law or the rights of Guest or other third parties; (c) any damage, injury or death you cause or act of negligence, gross negligence or intentional misconduct you engage in while using the Platform; (d) any information or other materials you provide to Picsaurus infringing or misappropriating a third party’s intellectual property or other proprietary rights; and (e) anything otherwise connected to the Platform.

11. DISPUTE RESOLUTION

11.1 Arbitration. You agree to that any disputes or claims between you and Picsaurus, including Related Parties, shall be finally resolved by arbitration under the Arbitration Rules of the ADR Institute of Canada, Inc. The Seat of Arbitration will be Toronto, Ontario, or come other nearby location selected by Picsaurus in its sole and absolute discretion. The language of the arbitration will be English. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION 11.

11.2 CLASS ACTION PROHIBITION. YOU AGREE THAT ANY ARBITRATION OF A DISPUTE OR CLAIM SHALL BE LIMITED BETWEEN PICSAURUS AND RELATED PARTIES AND YOU INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION SHALL BE JOINT WITH ANY OTHER AND YOU HAVE NO RIGHT OR AUTHORITY TO: (A) ARBITRATE A DISPUTE OR CLAIM ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND TO (B) RAISE A DISPUTE OR CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS. YOU UNDERSTAND AND AGREE THAT YOU ARE WAIVING THE RIGHT TO HAVE ANY DISPUTE OR CLAIM RESOLVED AS A PLAINTIFF OR MEMBER OF A CLASS ACTION.

12. GENERAL

12.1 Independent Contractor. The relationship between Picsaurus and each Operator is that of an independent contractor and nothing in these Terms shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Picsaurus and an Operator.

12.2 Governing Law. These Terms are governed by the laws of the province of Ontario without regard to choice of law principals. The parties irrevocably attorn to the jurisdiction of the appropriate provincial and federal courts of the province of Ontario to hear any proceedings related to these Terms that go beyond arbitration.

12.3 Publicity. If you have registered a Subscription and Account(s), you agree that Picsaurus may use your name and reference you as a customer for advertising, promotion or similar public purposes and hereby grant Picsaurus a non-exclusive, worldwide license to your name and logo for such purposes.

12.4 Severability and Waiver. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law with remaining provisions of these Terms in full force and effect. No failure or delay by a party in exercising any right, power or remedy under these Terms constitutes a waiver.

12.5 Assignment. Picsaurus may assign these Terms without your consent or notice to you. You cannot assign these Terms.

12.6 Survival. Sections 7, 8, 9, 10, 11 and 12 survive termination of these Terms.

12.7 Entire Agreement. These Terms and documents it incorporates by reference, including but not limited to the Privacy Policy and Service Agreement(s), constitute the entire agreement between you and Picsaurus with respect to the subject matter hereof and supersedes any prior oral or written agreements, communications, representations or undertakings provided.