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Version 3.0, Last Updated: 1. June 2021.
1.1 Use of Information available on the Website
1.2 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.
1.3 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.
1.4 User Privacy Information
1.5 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.
1.6 User Feedback and Improper Transmissions
1.7 Digital Millennium Copyright Act
1.8 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.
1.9 Contests and Sweepstakes
1.10 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.gifts.canvasonsale.com. You are prohibited from "deep linking" to any other pages in a manner that bypasses the home page.
1.12 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.
2.1 All Posted Information is Public
2.2 License to Posted Information
2.3 Use and Monitoring of Posted Information
3.1 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:
3.2 Reviewing or using Posted Information
By reviewing or using Posted Information of others, you represent and warrant that:
3.3 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.
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.
4.2 EXCLUSION OF DAMAGES AND LIMITATION OF LIABILITY
6.1 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.
6.3 No Waiver
6.4 Independent Contractors
Version 3.3, Last Updated: 1. June 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.
1.1 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").
2.1 Your License to Use the Service
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.
3.1 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.gifts.canvasonsale.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.
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.
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.
6.1 Your 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
7.1 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:
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:
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.
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.
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.
11.1 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.
12.1 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.
13.1 Legal Capacity
You represent and warrant to Picanova:
13.2 Legal Compliance
You represent and warrant to Picanova that, in connection with your use of the Service, you:
14.1 LIMITED WARRANTY ON PRODUCTS
Picanova’s limited warranty on Products can be found here.
14.2 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:
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.
16.1 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.
17.1 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.
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.
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:
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.