Terms of Use

By accessing or using the BikePics website, the BikePics service, or any
applications (including mobile applications) made available by BikePics
(together, the “Service”), however accessed, you agree to be bound by
these terms of use (“Terms of Use”). The Service is owned or controlled
by Mattermark Solutions, LLC (“BikePics”). These Terms of Use affect your legal rights and obligations. If you do not agree to be bound by all of these Terms of Use, do not access or use the Service.

There may be times when we offer a special feature that has its own terms
and conditions that apply in addition to these Terms of Use. In those cases,
the terms specific to the special feature control to the extent there is a
conflict with these Terms of Use.

ARBITRATION NOTICE: EXCEPT IF YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OFDISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTESBETWEEN YOU AND BIKEPICS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATIONAND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT ORCLASS-WIDE ARBITRATION.

Basic Terms

You must be at least 13 years old to use the Service.
You may not post violent, nude, partially nude, discriminatory,
unlawful, infringing, hateful, pornographic or sexually suggestive
photos or other content via the Service.
You are responsible for any activity that occurs through your account
and you agree you will not sell, transfer, license or assign your
account, followers, username, or any account rights. With the exception
of people or businesses that are expressly authorized to create accounts
on behalf of their employers or clients, BikePics prohibits the creation
of and you agree that you will not create an account for anyone other
than yourself. You also represent that all information you provide or
provided to BikePics upon registration and at all other times will be
true, accurate, current and complete and you agree to update your
information as necessary to maintain its truth and accuracy.
You agree that you will not solicit, collect or use the login
credentials of other BikePics users.
You are responsible for keeping your password secret and secure.
You must not defame, stalk, bully, abuse, harass, threaten, impersonate
or intimidate people or entities and you must not post private or
confidential information via the Service, including, without limitation,
your or any other person’s credit card information, social security or
alternate national identity numbers, non-public phone numbers or
non-public email addresses.
You may not use the Service for any illegal or unauthorized purpose.
You agree to comply with all laws, rules and regulations (for example,
federal, state, local and provincial) applicable to your use of the
Service and your Content (defined below), including but not limited
to, copyright laws.
You are solely responsible for your conduct and any data, text, files,
information, usernames, images, graphics, photos, profiles, audio and
video clips, sounds, musical works, works of authorship, applications,
links and other content or materials (collectively, “Content”) that you
submit, post or display on or via the Service.
You must not change, modify, adapt or alter the Service or change,
modify or alter another website so as to falsely imply that it is
associated with the Service or BikePics.
You must not access BikePics’s private API by means other than those
permitted by BikePics.
You must not create or submit unwanted email, comments, likes or
other forms of commercial or harassing communications (a/k/a “spam”)
to any BikePics users.
You must not use domain names or web URLs in your username without
prior written consent from BikePics.
You must not interfere or disrupt the Service or servers or networks
connected to the Service, including by transmitting any worms, viruses,
spyware, malware or any other code of a destructive or disruptive
nature. You may not inject content or code or otherwise alter or
interfere with the way any BikePics page is rendered or displayed in a
user’s browser or device.
You must not create accounts with the Service through unauthorized means,
including but not limited to, by using an automated device, script,
bot, spider, crawler or scraper.
You must not attempt to restrict another user from using or enjoying
the Service and you must not encourage or facilitate violations of
these Terms of Use or any other BikePics terms.
Violation of these Terms of Use may, in BikePics’s sole discretion,
result in termination of your BikePics account. You understand and
agree that BikePics cannot and will not be responsible for the Content
posted on the Service and you use the Service at your own risk. If you
violate the letter or spirit of these Terms of Use, or otherwise create
risk or possible legal exposure for BikePics, we can stop providing
all or part of the Service to you.

General Conditions

We reserve the right to modify or terminate the Service or your access
to the Service for any reason, without notice, at any time, and without
liability to you. If we terminate your access to the Service your photos,
comments, likes, friendships, and all other data will no longer be
accessible through your account (e.g., users will not be able to navigate
to your username and view your photos), but those materials and data
may persist and appear within the Service (e.g., if your Content has
been reshared by others).
Upon termination, all licenses and other rights granted to you in
these Terms of Use will immediately cease.
We reserve the right, in our sole discretion, to change these Terms of
Use (“Updated Terms”) from time to time. Unless we make a change for legal or administrative
reasons, we will provide reasonable advance notice before the Updated
Terms become effective. You agree that we may notify you of the Updated
Terms by posting them on the Service, and that your use of the Service
after the effective date of the Updated Terms (or engaging in such other
conduct as we may reasonably specify) constitutes your agreement to the
Updated Terms. Therefore, you should review these Terms of Use and any
Updated Terms before using the Service. The Updated Terms will be
effective as of the time of posting, or such later date as may be
specified in the Updated Terms, and will apply to your use of the
Service from that point forward. These Terms of Use will govern any
disputes arising before the effective date of the Updated Terms.
We reserve the right to refuse access to the Service to anyone for any
reason at any time.
We reserve the right to force forfeiture of any username for any reason.
We may, but have no obligation to, remove, edit, block, and/or monitor
Content or accounts containing Content that we determine in our sole
discretion violates these Terms of Use.
You are solely responsible for your interaction with other users of
the Service, whether online or offline. You agree that BikePics is not
responsible or liable for the conduct of any user. BikePics reserves
the right, but has no obligation, to monitor or become involved in
disputes between you and other users. Exercise common sense and your
best judgment when interacting with others, including when you submit
or post Content or any personal or other information.
There may be links from the Service, or from communications you receive
from the Service, to third-party web sites or features. There may also
be links to third-party web sites or features in images or comments within
the Service. The Service also includes third-party content that we do not
control, maintain or endorse. Functionality on the Service may also
permit interactions between the Service and a third-party web site or
feature, including applications that connect the Service or your profile
on the Service with a third-party web site or feature. For example, the
Service may include a feature that enables you to share Content from the
Service or your Content with a third party, which may be publicly posted
on that third party’s service or application. Using this functionality
typically requires you to login to your account on the third-party
service and you do so at your own risk. BikePics does not control any of
these third-party web services or any of their content. You expressly
acknowledge and agree that BikePics is in no way responsible or liable
for any such third-party services or features. YOUR CORRESPONDENCE
AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE SERVICE ARE
SOLELY BETWEEN YOU AND THE THIRD PARTY. You may choose, at your sole
and absolute discretion and risk, to use applications that connect the
Service or your profile on the Service with a third-party service
(each, an “Application”) and such Application may interact with, connect
to or gather and/or pull information from and to your Service profile.
By using such Applications, you acknowledge and agree to the following:
(i) if you use an Application to share information, you are consenting
to information about your profile on the Service being shared; (ii)
your use of an Application may cause personally identifying information
to be publicly disclosed and/or associated with you, even if BikePics
has not itself provided such information; and (iii) your use of an
Application is at your own option and risk, and you will hold the
BikePics Parties (defined below) harmless for activity related to
the Application.
You agree that you are responsible for all data charges you incur
through use of the Service.
We prohibit crawling, scraping, caching or otherwise accessing any
content on the Service via automated means, including but not limited
to, user profiles and photos (except as may be the result of standard
search engine protocols or technologies used by a search engine with
BikePics’s express consent).

Rights

BikePics does not claim ownership of any Content that you post on or
through the Service. Instead, you hereby grant to BikePics a
non-exclusive, fully paid and royalty-free, transferable,
sub-licensable, worldwide license to use the Content that you post on
or through the Service.
Some of the Service is supported by advertising revenue and may display
advertisements and promotions, and you hereby agree that BikePics may
place such advertising and promotions on the Service or on, about, or
in conjunction with your Content. The manner, mode and extent of such
advertising and promotions are subject to change without specific
notice to you.
You acknowledge that we may not always identify paid services,
sponsored content, or commercial communications as such.
You represent and warrant that: (i) you own the Content posted by you
on or through the Service or otherwise have the right to grant the
rights and licenses set forth in these Terms of Use; (ii) the posting
and use of your Content on or through the Service does not violate,
misappropriate or infringe on the rights of any third party, including,
without limitation, privacy rights, publicity rights, copyrights,
trademark and/or other intellectual property rights; (iii) you agree
to pay for all royalties, fees, and any other monies owed by reason of
Content you post on or through the Service; and (iv) you have the legal
right and capacity to enter into these Terms of Use in your jurisdiction.
The Service contains content owned or licensed by BikePics
(“BikePics Content”). BikePics Content is protected by copyright,
trademark, patent, trade secret and other laws, and, as between you
and BikePics, BikePics owns and retains all rights in the BikePics
Content and the Service. You will not remove, alter or conceal any
copyright, trademark, service mark or other proprietary rights notices
incorporated in or accompanying the BikePics Content and you will not
reproduce, modify, adapt, prepare derivative works based on, perform,
display, publish, distribute, transmit, broadcast, sell, license or
otherwise exploit the BikePics Content.
The BikePics name and logo are trademarks of BikePics, and may not be
copied, imitated or used, in whole or in part, without the prior written
permission of BikePics, except in accordance with our brand guidelines.
In addition, all page headers, custom graphics, button icons and scripts
are service marks, trademarks and/or trade dress of BikePics, and may
not be copied, imitated or used, in whole or in part, without prior
written permission from BikePics.
Although it is BikePics’s intention for the Service to be available as
much as possible, there will be occasions when the Service may be
interrupted, including, without limitation, for scheduled maintenance
or upgrades, for emergency repairs, or due to failure of
telecommunications links and/or equipment. Also, BikePics reserves
the right to remove any Content from the Service for any reason, without
prior notice. Content removed from the Service may continue to be
stored by BikePics, including, without limitation, in order to comply
with certain legal obligations, but may not be retrievable without a
valid court order. Consequently, BikePics encourages you to maintain
your own backup of your Content. In other words, BikePics is not a
backup service and you agree that you will not rely on the Service for
the purposes of Content backup or storage. BikePics will not be liable
to you for any modification, suspension, or discontinuation of the
Services, or the loss of any Content. You also acknowledge that the
Internet may be subject to breaches of security and that the submission
of Content or other information may not be secure.
You agree that BikePics is not responsible for, and does not endorse,
Content posted within the Service. BikePics does not have any
obligation to prescreen, monitor, edit, or remove any Content. If your
Content violates these Terms of Use, you may bear legal responsibility
for that Content.
Except as otherwise described in the Service’s Privacy Policy, as
between you and BikePics, any Content will be non-confidential and
non-proprietary and we will not be liable for any use or disclosure
of Content. You acknowledge and agree that your relationship with
BikePics is not a confidential, fiduciary, or other type of special
relationship, and that your decision to submit any Content does not
place Bikepics in a position that is any different from the position
held by members of the general public, including with regard to your
Content. None of your Content will be subject to any obligation of
confidence on the part of BikePics, and BikePics will not be liable
for any use or disclosure of any Content you provide.
It is BikePics’s policy not to accept or consider content, information,
ideas, suggestions or other materials other than those we have
specifically requested and to which certain specific terms, conditions
and requirements may apply. This is to avoid any misunderstandings
if your ideas are similar to those we have developed or are developing
independently. Accordingly, BikePics does not accept unsolicited
materials or ideas, and takes no responsibility for any materials or
ideas so transmitted. If, despite our policy, you choose to send us
content, information, ideas, suggestions, or other materials, you
further agree that Bikepics is free to use any such content,
information, ideas, suggestions or other materials, for any purposes
whatsoever, including, without limitation, developing and marketing
products and services, without any liability or payment of any kind to you.

Reporting Copyright and Other IP Violations

We respect other people’s rights, and expect you to do the same.
If you repeatedly infringe other people’s intellectual property
rights, we will disable your account when appropriate.

Disclaimer of Warranties

THE SERVICE, INCLUDING, WITHOUT LIMITATION, BIKEPICS CONTENT, IS PROVIDED
ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST
EXTENT PERMISSIBLE BY LAW, NEITHER BIKEPICS NOR ITS PARENT COMPANY NOR ANY
OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE
“BIKEPICS PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS
OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SERVICE; (B)
THE BIKEPICS CONTENT; (C) USER CONTENT; OR (D) SECURITY ASSOCIATED WITH THE
TRANSMISSION OF INFORMATION TO BIKEPICS OR VIA THE SERVICE. IN ADDITION,
THE BIKEPICS PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET
ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE BIKEPICS PARTIES DO NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE
ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE
SERVICE OR THE SERVER THAT MAKES THE SERVICE AVAILABLE IS FREE FROM ANY
HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE BIKEPICS
PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION
(INCLUDING ANY INSTRUCTIONS) ON THE SERVICE IS ACCURATE, COMPLETE, OR USEFUL.
YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE
BIKEPICS PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICE IS LAWFUL IN
ANY PARTICULAR JURISDICTION, AND THE BIKEPICS PARTIES SPECIFICALLY DISCLAIM
SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER
OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO
YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE
TERMS OF USE.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR
ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE
SERVICE.

THE BIKEPICS PARTIES DO NOT ENDORSE CONTENT AND SPECIFICALLY DISCLAIM ANY
RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE
(WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE), INJURY, CLAIM,
LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING
FROM ANY CONTENT.

Limitation of Liability; Waiver

UNDER NO CIRCUMSTANCES WILL THE BIKEPICS PARTIES BE LIABLE TO YOU FOR ANY
LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT,
INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR
CONSEQUENTIAL LOSSES OR DAMAGES) THAT ARE DIRECTLY OR INDIRECTLY RELATED
TO: (A) THE SERVICE; (B) THE BIKEPICS CONTENT; (C) USER CONTENT; (D) YOUR
USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SERVICE; (E) ANY ACTION
TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE BIKEPICS 1PARTIES OR LAW
ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE
SERVICE; (F) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER
INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICE’S
OPERATION; OR (H) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR
OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM
ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR,
OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION,
COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER
MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS
OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER
FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE BIKEPICS PARTIES
HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH
DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR
TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY
NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION
OF THE SERVICE). IN NO EVENT WILL THE BIKEPICS PARTIES BE LIABLE TO YOU OR
ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION,
DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION
OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE BIKEPICS PARTIES
TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED
ONE HUNDRED UNITED STATES DOLLARS ($100.00).

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT
ARISE OUT OF BIKEPICS’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO
YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION
PREVENTING ANY EXPLOITATION OF ANY WEB SITE, SERVICE, PROPERTY, PRODUCT OR
OTHER CONTENT OWNED OR CONTROLLED BY THE BIKEPICS PARTIES, AND YOU WILL
HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION,
DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE,
PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY THE
BIKEPICS PARTIES.

BY ACCESSING THE SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS
WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND
IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF
THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR
TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND
TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST
HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

BIKEPICS IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA
OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES,
AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF
OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES.

Indemnification

You (and also any third party for whom you operate an account or activity
on the Service) agree to defend (at BikePics’s request), indemnify and
hold the BikePics Parties harmless from and against any claims, liabilities,
damages, losses, and expenses, including without limitation, reasonable
attorney’s fees and costs, arising out of or in any way connected with any
of the following (including as a result of your direct activities on the
Service or those conducted on your behalf): (i) your Content or your access
to or use of the Service; (ii) your breach or alleged breach of these Terms
of Use; (iii) your violation of any third-party right, including without
limitation, any intellectual property right, publicity, confidentiality,
property or privacy right; (iv) your violation of any laws, rules,
regulations, codes, statutes, ordinances or orders of any governmental
and quasi-governmental authorities, including, without limitation, all
regulatory, administrative and legislative authorities; or (v) any
misrepresentation made by you. You will cooperate as fully required by
BikePics in the defense of any claim. BikePics reserves the right to assume
the exclusive defense and control of any matter subject to indemnification
by you, and you will not in any event settle any claim without the prior
written consent of BikePics.

Arbitration

Except if you opt-out or for disputes relating to: (1) your or BikePics’s
intellectual property (such as trademarks, trade dress, domain names, trade
secrets, copyrights and patents); (2) violations of the API Terms; or (3)
violations of provisions 10 or 12 of the Basic Terms, above (“Excluded
Disputes”), you agree that all disputes between you and BikePics
(whether or not such dispute involves a third party) with regard to your
relationship with BikePics, including without limitation disputes related
to these Terms of Use, your use of the Service, and/or rights of privacy
and/or publicity, will be resolved by binding, individual arbitration under
the American Arbitration Association’s rules for arbitration of
consumer-related disputes and you and BikePics hereby expressly waive trial
by jury. As an alternative, you may bring your claim in your local “small
claims” court, if permitted by that small claims court’s rules. You may
bring claims only on your own behalf. Neither you nor BikePics will
participate in a class action or class-wide arbitration for any claims
covered by this agreement. You also agree not to participate in claims
brought in a private attorney general or representative capacity, or
consolidated claims involving another person’s account, if BikePics is a
party to the proceeding. This dispute resolution provision will be governed
by the Federal Arbitration Act. In the event the American Arbitration
Association is unwilling or unable to set a hearing date within one hundred
and sixty (160) days of filing the case, then either BikePics or you can
elect to have the arbitration administered instead by the Judicial
Arbitration and Mediation Services. Judgment on the award rendered by the
arbitrator may be entered in any court having competent jurisdiction. Any
provision of applicable law notwithstanding, the arbitrator will not have
authority to award damages, remedies or awards that conflict with these
Terms of Use.

You may opt out of this agreement to arbitrate. If you do so, neither you
nor BikePics can require the other to participate in an arbitration
proceeding. To opt out, you must notify BikePics in writing within 30 days
of the date that you first became subject to this arbitration provision.

You must include your name and residence address, the email address you use
for your BikePics account, and a clear statement that you want to opt out
of this arbitration agreement.

If the prohibition against class actions and other claims brought on behalf
of third parties contained above is found to be unenforceable, then all of
the preceding language in this Arbitration section will be null and void.
This arbitration agreement will survive the termination of your relationship
with BikePics.

Time Limitation on Claims

You agree that any claim you may have arising out of or related to your
relationship with BikePics must be filed within one year after such claim
arose; otherwise, your claim is permanently barred.

Governing Law & Venue

These Terms of Use are governed by and construed in accordance with the
laws of the State of Delaware, without giving effect to any principles of
conflicts of law AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS
CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE
APPLICABLE. For any action at law or in equity relating to the arbitration
provision of these Terms of Use, the Excluded Disputes or if you opt out
of the agreement to arbitrate, you agree to resolve any dispute you have
with BikePics exclusively in a state or federal court located in Delaware,
and to submit to the personal jurisdiction of the courts for the purpose of
litigating all such disputes.

If any provision of these Terms of Use is held to be unlawful, void, or
for any reason unenforceable during arbitration or by a court of competent
jurisdiction, then that provision will be deemed severable from these Terms
of Use and will not affect the validity and enforceability of any remaining
provisions. BikePics’s failure to insist upon or enforce strict performance
of any provision of these Terms will not be construed as a waiver of any
provision or right. No waiver of any of these Terms will be deemed a
further or continuing waiver of such term or condition or any other term
or condition. BikePics reserves the right to change this dispute resolution
provision, but any such changes will not apply to disputes arising before
the effective date of the amendment. This dispute resolution provision will
survive the termination of any or all of your transactions with BikePics.

Entire Agreement

If you are using the Service on behalf of a legal entity, you represent
that you are authorized to enter into an agreement on behalf of that legal
entity. These Terms of Use constitute the entire agreement between you and
BikePics and governs your use of the Service, superseding any prior
agreements between you and BikePics. You will not assign the Terms of Use
or assign any rights or delegate any obligations hereunder, in whole or in
part, whether voluntarily or by operation of law, without the prior written
consent of BikePics. Any purported assignment or delegation by you without
the appropriate prior written consent of BikePics will be null and void.
BikePics may assign these Terms of Use or any rights hereunder without your
consent. If any provision of these Terms of Use is found by a court of
competent jurisdiction to be invalid or otherwise unenforceable, the
parties nevertheless agree that such portion will be deemed severable from
these Terms of Use and will not affect the validity and enforceability of
the remaining provisions, and the remaining provisions of the Terms of Use
remain in full force and effect. Neither the course of conduct between the
parties nor trade practice will act to modify the Terms of Use. These
Terms of Use do not confer any third-party beneficiary rights.

Territorial Restrictions

The information provided within the Service is not intended for distribution
to or use by any person or entity in any jurisdiction or country where
such distribution or use would be contrary to law or regulation or which
would subject BikePics to any registration requirement within such
jurisdiction or country. We reserve the right to limit the availability
of the Service or any portion of the Service, to any person, geographic
area, or jurisdiction, at any time and in our sole discretion, and to limit
the quantities of any content, program, product, service or other feature
that BikePics provides.

Software related to or made available by the Service may be subject to
United States export controls. Thus, no software from the Service may be
downloaded, exported or re-exported: (a) into (or to a national or
resident of) any country to which the United States has embargoed goods;
or (b) to anyone on the U.S. Treasury Department’s list of Specially
Designated Nationals or the U.S. Commerce Department’s Table of Deny
Orders. By downloading any software related to the Service, you represent
and warrant that you are not located in, under the control of, or a
national or resident of, any such country or on any such list.

The effective date of these Terms of Use is July 1, 2016. These Terms of
Use were written in English (US). To the extent any translated version of
these Terms of Use conflicts with the English version, the English version
controls.