promoter agreement

Last updated September 12, 2024
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Thank you for your interest in Picadeli US Inc. (“Picadeli”, “we”, or “us”) and the Picadeli Perks Cash Back rewards mobile messaging program (the “Program”). Picadeli operates the Program subject to these Mobile Messaging Terms and Conditions (the “Mobile Messaging Terms”). The Program and our collection and use of your personal information is also subject to our Privacy Policy located at https://www.picadeli.us/privacy-policy (the “Privacy Policy”). By enrolling, signing up, or otherwise agreeing to participate in the Program, you accept and agree to these Mobile Messaging Terms and the Privacy Policy, and you expressly consent that we may contact you by text/mobile messaging using automated technology

PLEASE NOTE: SECTION 14 OF THESE MOBILE MESSAGING TERMS IS A DISPUTE RESOLUTION SECTION WITH AN ARBITRATION PROVISION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT AFFECT YOUR RIGHTS. THE DISPUTE RESOLUTION SECTION AFFECTS HOW DISPUTES WITH PICADELI ARE RESOLVED. YOU AGREE TO BE BOUND BY THE DISPUTE RESOLUTION SECTION, INCLUDING THE ARBITRATION PROVISION. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. PLEASE READ THESE MOBILE MESSAGING TERMS CAREFULLY..

1. Acceptance of Terms‍

We may send promotional and transactional mobile messages in various formats through the Program. Promotional messages advertise and promote our products and services and may include but are not limited to promotions, specials, coupons, other marketing offers, and reminders. Mobile messages may be sent using automated technology, including an autodialer, automated system, or automatic telephone dialing system, and may include artificial voices, prerecorded voice messages, and/or other artificial means. Message frequency will vary. By opting in to our text messaging service, you agree to receive recurring marketing and transactional messages from Picadeli regarding the foregoing topics or any topic and that such messages and/or calls may be made or placed using different telephone numbers or short codes. Your consent to receive these messages is not a condition of purchase.

No mobile information, opt-in data, and consent information will be shared with third parties for marketing or promotional purposes.
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2. Opt-In

By texting Picadeli at 75747, providing your mobile phone number to us, or otherwise consenting to this Program, you are voluntarily opting in to the Program and you agree to receive recurring mobile messages from us at the mobile phone number associated with your opt-in, even if such number is registered on any state or federal “Do Not Call” list. You agree that any mobile phone number you provide us is a valid mobile phone number of which you are the owner or authorized user. If you change your mobile phone number or are no longer the owner or authorized user of the mobile phone number, you agree to promptly notify us at perks@picadeli.com. Your participation in the Program does not require that you make any purchase from us and your participation in the Program is completely voluntary. YOU ARE NOT REQUIRED TO BE PART OF THE PROGRAM AS A CONDITION OF MAKING ANY PURCHASE FROM US.

You may, at any time, text “HELP” to 75747 to receive a help message. We will respond with instructions on how to use the Program. You may also contact support at: (213) 468-6700 or email perks@picadeli.com.
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3. Opting Out‍

You can opt out of the Program at any time by replying “STOP” to any text message you receive from us. After you send the SMS message “STOP” to us, we will send you a reply message to confirm that you have been unsubscribed. After this, you will no longer receive text messages from us. You may continue to receive text messages for a short period while we process your request. You understand and agree that the foregoing is the only reasonable method of opting out. If you want to join again, just sign up as you did the first time, and we will start sending text messages to you again. You may, at any time, text “HELP” to 75747 to receive a help message. We will respond with instructions on how to unsubscribe. You may also contact support at: (213) 468-6700 or email perks@picadeli.com.

Our mobile messaging platform may not recognize requests that modify the foregoing commands, and you agree that we and our service providers will not be liable for failing to honor requests that do not comply with the requirements in these Mobile Messaging Terms. We may also change the telephone number or short code we use to operate the Program and we will notify you of any such change. You acknowledge that any requests sent to a telephone number or short code that has been changed may not be received by us and we will not be responsible for failing to honor a request sent to a telephone number or short code that has been changed.

If at any time you intend to stop using the Program or the telephone number used to subscribe to the Program, including without limitation canceling your service plan or selling or transferring the telephone number to another party, you agree that you will complete the Opt-Out process set forth above prior to ending your use of the telephone number. Under Paragraph 2 above, you also agree that if you change your mobile phone number or are no longer the owner or authorized user of the mobile phone number, you agree to promptly notify us at perks@picadeli.com. You further agree that, if you discontinue the use of your telephone number without notifying Picadeli of such change, you will be responsible for all costs (including attorneys’ fees) and liabilities incurred by Picadeli, or any party that assists in the delivery of mobile messages, as a result of claims brought by individual(s) who are later assigned that telephone number. This duty and indemnification shall survive any cancellation or termination of your participation in the Program.

4. Cash Back Program

By opting in to the Program, you may be eligible to receive exclusive cash back rewards or other announced promotions, benefits or offers reserved for Program participants. Upon your first purchase of any Picadeli products or services after joining the Program, you will be eligible for fifty percent (50%) cash back on such first purchase and ten percent (10%) cash back for every purchase thereafter. If you are a current employee of Picadeli’s customers or third-party retailers, you may be eligible for fifty percent (50%) cash back on your purchase, provided that you are not eligible for any other employee discount through Picadeli’s customers or third-party retailers. Please ask your employer for additional details to ascertain if you are eligible for the Cash Back rewards.

To qualify for cash back benefits, you must text Picadeli a photo of your valid purchase receipt within 5 days of your purchase. Picadeli shall then validate the receipt and confirm your cash back reward.. Once Picadeli has validated your receipt, within five (5) business days, Picadeli shall pay the cash reward to the Venmo app account associated with the mobile number you texted the receipt from to us. If you would like to receive your cash back rewards in a different manner, email Picadeli at perks@picadeli.com and Picadeli will issue an electronic gift card to the email address provided to Picadeli.

We reserve the right to terminated, change or modify our cash back rewards program or any policy, FAQ, offer, promotion, program, benefit or guideline pertaining to cash back rewards, in whole or in part, at any time and in our sole discretion. Any changes or modifications will be effective immediately and may be posted to our website, so please check back from time to time. You waive any right you may have to receive specific notice of such changes or modifications, and your continued access to or participation in cash back rewards following any such changes or modifications confirms your acceptance. If you do not agree to these terms, you must stop accessing and participating in our cash back rewards.

Picadeli is not affiliated with Venmo or any other third-party applications used to facilitate any cash back benefits.
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5. Taxes

You acknowledge and agree that you are responsible for determining, paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with any cash back benefits or the Program. Picadeli is not responsible for determining whether you owe taxes in connection with your use of any cash back benefits or the Program or for collecting, reporting, or remitting taxes arising from your access to or use of the cash back benefits or the Program. This Paragraph does not apply to Picadeli employees participating in the Program.
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6. Disclaimer of Warranty and Liability

The Program is offered on an “as-is” basis and may not be available in all areas, at all times, or on all mobile providers. Delivery of mobile messages is subject to effective transmission from your wireless service provider/network operator and is outside of Picadeli’s control. You agree that neither Picadeli nor any service provider(s)/network operator(s) will be liable for any failed, delayed, or misdirected delivery of any mobile message or information sent through the Program.
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7. Indemnification

YOU AGREE THAT YOU SHALL INDEMNIFY, DEFEND, AND HOLD PICADELI AND ANY OF ITS SUBSIDIARIES, DIVISIONS OR AFFILIATES, RELATED OR PARENT COMPANIES, OR THE PRESENT, FUTURE, OR FORMER EMPLOYEES, MANAGERS, SHAREHOLDERS, ATTORNEYS, AGENTS, OFFICERS, DIRECTORS, OR SUCCESSORS OF PICADELI HARMLESS FROM ANY CLAIM OR LIABILITY RESULTING FROM YOUR FAILURE TO NOTIFY US OF A CHANGE IN THE INFORMATION YOU HAVE PROVIDED, INCLUDING ANY CLAIM OR LIABILITY UNDER THE TELEPHONE CONSUMER PROTECTION ACT, 47 U.S.C. § 227, et seq., OR SIMILAR STATE AND FEDERAL LAWS, AND ANY REGULATIONS PROMULGATED THEREUNDER RESULTING FROM PICADELI ATTEMPTING TO CONTACT YOU AT THE TELEPHONE NUMBER YOU PROVIDED.
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8. Age Restriction

You may not use or engage in the Program if you are under eighteen (18) years of age. By using or engaging with the Program, you acknowledge and agree that you are not under the age of eighteen (18) or are of adult age in your jurisdiction. By using or engaging in the Program, you also acknowledge and agree that you are permitted by your jurisdiction’s applicable laws to use and/or engage with the Program.
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9. Prohibited Content

You acknowledge and agree to not send any “Prohibited Content” using the Program. “Prohibited Content” includes, but is not limited to:

Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;

Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the bases of race, sex, gender identity, religion, nationality, disability, sexual orientation, or age;

Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;

Any content that implicates and or references personally identifiable information that is protected under federal or state law, including without limitation information that is protected by state privacy laws, the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act), or any other privacy or data protection law, wherever applicable; and,

Any other content that is prohibited by applicable law in the jurisdiction from which the message is sent.
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10. Message and Data Rates

We do not charge for mobile messages sent through the Program, but you are responsible for any message and data rates imposed by your mobile provider, as standard message and data rates may apply. Please check with your mobile service provider for details on any applicable charges. Picadeli is not responsible for any fees associated with receiving or sending SMS, MMS, or any other messages using platforms such as WhatsApp, Meta, Facebook, Instagram, etc.

11. Privacy

Your privacy is important to us. We will not share or sell your mobile number, mobile information, or any other personal information with third parties without your consent, except as required by law. Please review our Privacy Policy for more information on how we protect your personal data.
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12. Service Availability

We strive to provide the best possible service, but we do not guarantee the availability or accuracy of our text messaging service. Picadeli is not responsible for any delays or failures in the receipt of any text messages. Delivery is subject to effective transmission from your network operator.
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13. Changes to Terms

To the extent permitted by applicable law, we reserve the right to modify, update, or cancel these Mobile Messaging Terms, the Program, or any of its features at any time. As a participant in the Program, you will receive a mobile message informing you of any such modifications, updates, or cancellation. Any changes will be effective immediately upon posting the updated terms on our website. You agree to review these Mobile Messaging Terms, including periodically to ensure that you are aware of any modifications. You are free to opt-out at any time. Your continued use of the Program after any such changes constitutes your acceptance of the new terms.
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14. Dispute Resolution (INCLUDING ARBITRATION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER)

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR A MANDATORY AND BINDING ARBITRATION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER.

Any dispute or claim arising out of or relating to these Mobile Messaging Terms, your use of the Program, or your relationship with Picadeli, and any of its subsidiaries, divisions or affiliates, related or parent companies, or the present, future, or former employees, managers, shareholders, attorneys, agents, officers, directors, or successors of Picadeli, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (each a “Dispute”) will be resolved through binding individual arbitration as set forth in these Mobile Messaging Terms, except that either you or Picadeli may initiate a Dispute in or take a Dispute to small claims court on an individual basis, so long as that Dispute is not removed or appealed to a court of general jurisdiction. Whether a Dispute falls within the jurisdiction of small claims court is for a small claims court to decide in the first instance and for a court of competent jurisdiction to otherwise decide. The term “Dispute” shall be interpreted broadly and includes, but is not limited to: (a) any dispute or claim that arose before the existence of these or any prior Mobile Messaging Terms (including, but not limited to, claims relating to advertising); (b) any dispute or claim that is currently the subject of purported class action litigation in which you are not a member of a certified class; and (c) any dispute or claim that may arise after termination of these Mobile Messaging Terms. “Dispute,” however, does not include disagreements or claims concerning patents, copyrights, trademarks, trade secrets, or other intellectual property, and claims of piracy or unauthorized use of intellectual property.
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In any Dispute, the arbitrator shall decide all issues except the following (which are for a court of competent jurisdiction to decide): (a) issues that are reserved for a court in these Mobile Messaging Terms; (b) issues that relate to the scope, validity, and/or enforceability of the arbitration provision, class action waiver, or any of the provisions of this Dispute Resolution clause; and (c) issues that relate to the arbitrability of any Dispute. These Mobile Messaging Terms and their arbitration provision do not prevent you from bringing a Dispute to the attention of any government agency. You and Picadeli agree that these Mobile Messaging Terms evidence a transaction in interstate commerce and that the arbitration provision herein will be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law.
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Early Resolution Process

You and Picadeli agree to work together in a good-faith effort to informally resolve any Dispute that might arise using the early resolution process described herein (“Early Resolution Process”).

The party initiating a Dispute must first send the other a written notice (the “Dispute Notice”) that includes all of the following information: (a) information sufficient to identify any transaction and/or account at issue in the Dispute; (b) contact information (including your name, address, telephone number, and email address); and (c) a detailed description of the nature and basis of the Dispute and the relief sought, including a calculation for such relief. The Dispute Notice must be personally signed by the party initiating the Dispute (and their counsel, if represented). If you are the party initiating a Dispute, you must send us the Dispute Notice via mail to Picadeli US Inc., PO Box 69, Pacific Palisades, CA 90272. If Picadeli has a Dispute with you, we will send a Dispute Notice to you at the most recent contact information we have on file for you.

For a period of sixty (60) days from receipt of a completed Dispute Notice (which can be extended by agreement of the parties), you and Picadeli agree to negotiate in good faith in an effort to informally resolve the Dispute. The party receiving the Dispute Notice may request a telephone settlement conference to aid in the early resolution of the Dispute. If such a conference is requested, you and a Picadeli representative will personally attend such a telephone settlement conference (with counsel, if represented). The conference will be scheduled for a mutually convenient time, which may be outside of the 60-day period following receipt of a Dispute Notice. This informal Early Resolution Process is a condition precedent to you or Picadeli commencing a formal proceeding in arbitration or small claims court. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations, and to enjoin the assessment or collection of arbitration fees. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with this process in arbitration or to raise non-compliance with an arbitrator. All applicable limitations periods (including statutes of limitations) will be tolled from the date of receipt of a completed Dispute Notice through the conclusion of this Early Resolution Process. You or Picadeli may commence arbitration or a small claims court proceeding if a Dispute is not resolved through this Early Resolution Process.
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Arbitration Procedures

The arbitration of any Dispute shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”), including the AAA’s Consumer Arbitration Rules, as applicable (“AAA Rules”), as modified by this arbitration provision and these Mobile Messaging Terms. The AAA Rules are available online at www.adr.org. You and Picadeli understand and agree that the AAA’s administrative determination that this arbitration provision comports with the Consumer Due Process Protocol is final, and that neither a court nor an arbitrator has the authority to revisit it. If the AAA is unavailable or unwilling to conduct the arbitration consistent with this arbitration provision and these Mobile Messaging Terms, the parties shall agree on a replacement arbitration administrator that will do so. If the parties cannot agree on a replacement arbitration administrator, they shall petition a court of competent jurisdiction to appoint an arbitration administrator that will conduct the arbitration consistent with this arbitration provision and these Mobile Messaging Terms.

An arbitration demand must: (a) include all of the information required to be provided in the Dispute Notice above; (b) be accompanied by a certification of compliance with the Early Resolution Process above; and (c) be personally signed by the party initiating arbitration (and counsel, if represented). When initiating arbitration, you shall personally certify to Picadeli and to AAA that you are a party to this arbitration provision and provide a copy or link to it. By submitting an arbitration demand, the initiating party and counsel represent, as in court, that they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented parties and their counsel. You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking more than Ten Thousand Dollars ($10,000.00 USD) or injunctive relief shall have an in-person or video hearing unless the parties agree otherwise. You and Picadeli reserve the right to request a hearing in any matter from the arbitrator. You and a Picadeli representative will personally appear at any hearing (with counsel, if represented). Any in-person hearing will be held in Los Angeles County or at another mutually agreed-upon location. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the fullest extent allowable by applicable law, you and Picadeli agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both you and Picadeli agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. You agree that you shall personally participate, along with your counsel if represented, in the initial conference with the arbitrator unless the parties agree otherwise. An arbitrator must follow and enforce these Mobile Messaging Terms as a court would.

IF, AFTER EXHAUSTION OF ALL APPEALS, ANY OF THESE PROHIBITIONS ON NON-INDIVIDUALIZED INJUNCTIVE OR DECLARATORY RELIEF AND CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDINGS ARE FOUND TO BE UNENFORCEABLE WITH RESPECT TO A PARTICULAR CLAIM OR REQUEST FOR RELIEF (SUCH AS A REQUEST FOR PUBLIC INJUNCTIVE RELIEF), THEN SUCH A CLAIM OR REQUEST FOR RELIEF WILL BE DECIDED BY A COURT OF COMPETENT JURISDICTION, AFTER ALL OTHER CLAIMS AND REQUESTS FOR RELIEF ARE ARBITRATED.

The arbitrator shall issue a reasoned written decision sufficient to explain essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. Judgment on any arbitration award may be entered in any court of competent jurisdiction, except an award that has been satisfied may not be entered. An award shall have no preclusive effect in any other arbitration or proceeding in which you are not a named party.
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Costs of Arbitration

Payment of arbitration fees will be governed by the AAA Rules and fee schedule. You and Picadeli agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or Picadeli may elect to engage with the AAA regarding arbitration fees, and you and Picadeli agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties.

YOU AND PICADELI EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION. YOU AND PICADELI AGREE TO WAIVE ANY RIGHT TO BRING OR TO PARTICIPATE IN SUCH AN ACTION IN ARBITRATION OR IN COURT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. NOTWITHSTANDING THE FOREGOING, THE PARTIES RETAIN THE RIGHT TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PICADELI WAIVE THE RIGHT TO A JURY TRIAL.

OPT-OUT OF AGREEMENT TO ARBITRATE: You can decline this agreement to arbitrate by mail to Picadeli US Inc. at PO Box 69, Pacific Palisades, CA 90272 and providing the requested information as follows: (1) your name; (2) your address; (3) your phone number; (4) the URL containing the Arbitration and Class Action Waiver provision for the Mobile Messaging Terms; and, (5) a clear statement that you wish to opt out of this arbitration provision. This opt-out notice must be emailed no later than thirty (30) days after the date you first accept these Mobile Messaging Terms.
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15. Severability

If any term of these Mobile Messaging Terms is to any extent illegal, otherwise invalid, or incapable of being enforced, such term shall be excluded to the extent of such invalidity or unenforceability; all other terms hereof shall remain in full force and effect; and, to the extent permitted and possible, the invalid or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid or unenforceable term. If application of this severability provision should materially and adversely affect the economic substance of the transactions contemplated hereby, the party adversely impacted shall be entitled to compensation for such adverse impact, provided the reason for the invalidity or unenforceability of a term is not due to serious misconduct by the party seeking such compensation.
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16. Contact Us

If you have any questions about these terms and conditions, please contact us at perks@picadeli.com or call us at (213) 468-6700.

By opting in to our text messaging service, you acknowledge that you have read and agree to these terms and conditions.

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Thank you for your interest in Picadeli US Inc. (“Picadeli”) and the Picadeli promoter program (the “Program”). Picadeli operates the Program subject to these terms and conditions. By signing up for the Program, you (“you” or the “Promoter”) accept and agree to the following terms and conditions (the “Agreement”). Picadeli and Promoter may be referred to herein collectively as “Parties” and individually as a “Party.”

PLEASE NOTE: SECTION 18 OF THIS AGREEMENT IS A DISPUTE RESOLUTION SECTION WITH AN ARBITRATION PROVISION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT AFFECT YOUR RIGHTS. THE DISPUTE RESOLUTION SECTION AFFECTS HOW DISPUTES WITH PICADELI ARE RESOLVED. YOU AGREE TO BE BOUND BY THE DISPUTE RESOLUTION SECTION, INCLUDING THE ARBITRATION PROVISION. IN ARBITRATION, THERE IS NO JUDGE OR JURY AND THERE IS LESS DISCOVERY AND APPELLATE REVIEW THAN IN COURT. PLEASE READ THIS AGREEMENT CAREFULLY.

Services. Once you have been approved for the Program, you may introduce potential customers (the “Customers”) to Picadeli by promoting Picadeli’s products (the “Services”) using a personal referral code (the “Code”) unique to you to be used in connection with the Services. Such Services may include, but are not limited to, posting images of Picadeli’s products and/or recommending Picadeli’s products to Customers through social media, email, or word of mouth.

Promoter agrees that as a spokesperson for Picadeli and the Program, Promoters shall continue to endorse Picadeli and the Program during the Term (as defined in Section 5 herein). Promoter understands that commercial materials that Promoter may prepare or that are prepared by Picadeli for Promoter’s execution or production may attribute statements to Promoter to the effect that Promoter endorses Picadeli and the Program. Promoter warrants and represents that such statements will represent Promoter’s actual belief and experience, provided that Promoter will have prior reasonable approval over such statements, it being agreed that Promoter’s failure to disapprove the same within seventy-two (72) hours of receipt thereof will be deemed an approval.

Promoter further agrees to promptly reply to SMS and text messages sent from Picadeli to Promoter in order to be approved for the Program and be eligible for the Fees (as defined in Section 2 herein). Promoter further agrees that in order to be eligible for the Fees, the Promoter agrees to all text message correspondence from Picadeli.

Fees; Payment Terms. As full and complete consideration for the Services, Picadeli shall pay Promoter a ten percent (10%) net commission of the purchase price on every new referred Customer that purchases the Picadeli products and such products have not been refunded and that are made in connection with Promoter’s Code within the first thirty (30) days after a new Customer’s first interaction with the Program (the “Fees”). Purchases by existing Picadeli Perks Members/Customers and Promoter do not qualify for the Program and are excluded from the Fees to you. You shall only be paid Fees for new Customer purchases made using your Code. Promoter further agrees that he or she shall not attempt to submit to the Program, or otherwise use Promoter’s Code on, his or her purchases of Picadeli’s products (including those in connection with Picadeli Perks). Picadeli shall pay you any Fees accrued within thirty (30) days following a new Customer’s purchase to the Venmo account associated with the phone number you provided to Picadeli. ‍
Relationship of the Parties. Promoter’s relationship with Picadeli shall be that of an independent contractor and not that of an employee, agent, partner, or joint venturer. Promoter shall not be eligible for any employee benefits, nor shall Picadeli make deductions from payments made to Promoter for employment or income taxes, all of which shall be Promoter’s sole responsibility. Promoter shall have no authority, and shall not hold his or herself out to have authority, to enter into contracts that bind or create obligations on the part of Picadeli. ‍
Non-Exclusivity. The Parties agree that this Agreement shall be non-exclusive. Nothing in this Agreement shall be construed as limiting in any manner Picadeli’s marketing or promotional activities or its appointment of other Promoters anywhere in the world. Picadeli acknowledges that Promoter provides similar services to others and that this Agreement shall not bar or prevent Promoter from rendering any such services to any third party. ‍
Term and Termination. The term of this Agreement shall commence on the date your application is accepted and you are notified of such acceptance in writing and shall continue until terminated by either Party upon ten (10) days written notice (the “Term”). Upon termination of this Agreement, Picadeli will pay to Promoter any collected Fees then due and payable in accordance with Section 2 above. Upon termination of this Agreement, all rights granted to Promoter in the License, as defined in Section 8 herein, shall immediately terminate.‍
Abandonment; No Obligation. Picadeli may, at its sole and absolute discretion, abandon the Program at any time without further obligation to Promoter, except to pay Fees (if any) accrued but unpaid hereunder as of such abandonment. Without limiting the foregoing, Picadeli is not obligated to use the Services of Promoter or to produce, distribute, or exploit the Program or, if commenced, to continue the production, distribution, or exploitation of the Program in any manner, medium, or territory. Regardless of whether or not Picadeli elects to produce, distribute, and/or exploit the Program (or to commence the same), Picadeli is not obligated to use the Services in whole or in part of Promoter.‍
Negative Publicity. In the event Promoter committed, or shall commit, any act, or have been, or become involved in, any situation or occurrence which brings Promoter into public disrepute, contempt, scandal, or reflects unfavorably upon Picadeli or its reputation of the Program, or is arrested for a felony, then Picadeli shall have the right to immediately terminate this Agreement for cause. Upon such termination, Picadeli shall immediately revoke Promoter’s Code.‍
Limited License. During the Term of this Agreement, Picadeli hereby grants to Promoter a revocable, non-exclusive, royalty-free, non-transferrable, restricted license to use Picadeli’s name and registered trademarks for PICADELI (Reg. No. 6203158) and PICADELI and Design (Reg. No. 6182645) for the sole purpose of, and only as necessary to, providing the Services (the “License”). It is expressly understood that this Agreement does not grant Promoter any interest in or rights to Picadeli’s trademarks or any other intellectual property rights, except as outlined in this Section 8.‍
Ownership of Results and Proceeds. Promoter acknowledges that all results and proceeds of the Services (including all original ideas in connection therewith and any materials created by or on behalf of Promoter) shall be a “work made for hire” for Picadeli and Picadeli shall be the author and copyright owner thereof for all purposes throughout the universe in perpetuity. Picadeli shall solely and exclusively own throughout the universe in perpetuity, including renewal and extension periods, if any, all rights of every kind and nature whether now or hereafter created in and in connection with such results and proceeds including: (a) the copyright and all rights of copyright; (b) all neighboring rights, trademarks and any and all other ownership and exploitation rights now or hereafter recognized in any territory, including without limitation all rental, lending, fixation, reproduction, retransmission, broadcasting (including satellite transmission), distribution and all other rights of communication by any and all means, devices, and technology; (c) the right to adapt, change, delete from and add to such results and proceeds, and to use all or any part thereof in new versions, adaptations, and others; and, (d) all rights generally known as “moral rights”. If the foregoing does not fully vest in Picadeli all rights of every kind and nature (including those set forth above) in the results and proceeds of the Services throughout the world in perpetuity, then Promoter hereby irrevocably grants and assigns to Picadeli all rights not so vested (and so far as may be appropriate by way of immediate assignment of future copyright) throughout the universe in perpetuity, including renewal and extension periods, if any, whether now or hereafter known or created, free from all restrictions and limitations. ‍
Promoter Name and Likeness. Promoter hereby grants to Picadeli the right, license and authority (but not the obligation) during the Term to use and display Promoter’s approved name, image, likeness, voice, signature, face, photographs, other likeness and biography, and other approved information thereof, in publications and channels and means of distribution as Picadeli may determine at any time and from time to time throughout the world, in connection with the Program, the Services, and the exhibition, distribution, advertising, publicity, and exploitation of the Program, Services, and Picadeli. In addition, Promoter grants to Picadeli the right to publicize Promoter’s association with Picadeli and the Program and to advertise and promote Promoter’s position as an Promoter for Picadeli, including endorsements by Promoter of Picadeli and its goods and/or the Program.‍
Representations and Warranties. Promoter represents and warrants to Picadeli that: (i) Promoter has full right, power, and authority to enter into this Agreement, to furnish the Services, and to perform all of Promoter’s obligations hereunder and his or her performance of this Agreement does not conflict with or violate any agreement, instrument, document, law, decree or order to which Promoter is a party or subject; (ii) Picadeli shall not be required to obtain consent from any other person, firm, corporation, or labor organization to enable Picadeli to use the Services or the results and proceeds therefrom without additional remuneration; (iii) Promoter shall not, at any time, including following expiration or termination of the Term, publicly disparage the Program, Picadeli, or its subsidiaries, divisions or affiliates, related or parent companies, or the present, future, or former employees, managers, shareholders, attorneys, agents, officers, directors, or successors, or Promoter’s respective associations with Picadeli, the Program, or others connected or affiliated with Picadeli; (iv) Promoter has all necessary rights and ability to perform the Services contemplated under this Agreement; (v) Promoter shall render the Services in a competent and professional manner to the best of Promoter’s ability and render Services in an enthusiastic and positive manner when representing Picadeli across any and all opportunities; and, (vi) as an Promoter for Picadeli and the Program, Promoter shall continue to endorse Picadeli and the Services during the Term. ‍
Indemnification. Promoter hereby agrees to indemnify, defend, and hold Picadeli and any of its subsidiaries, divisions or affiliates, related or parent companies, or the present, future, or former employees, managers, shareholders, attorneys, agents, officers, directors, or successors of Picadeli harmless from and against any and all claims, losses, or liabilities, costs and expenses suffered, incurred, or sustained by Picadeli resulting from, arising out of, or relating to: (i) Promoter’s breach of any terms, representations, or obligations of this Agreement; (ii) Promoter’s performance, obligations, or interpretation of this Agreement; (iii) Promoter’s negligence or willful misconduct; or, (iv) any claim that the Services infringed on, or otherwise misappropriated, the intellectual property, privacy rights, or other rights of any third party. ‍
Changes to Terms. To the extent permitted by law, Picadeli reserves the right to modify, update, or cancel the Program or Agreement at any time. As an Promoter, you will receive a notification informing you of any such modifications, updates, or cancellation. Any changes shall be effective immediately upon Promoter’s receipt of such notification. You agree to review such changes promptly. You are free to terminate this Agreement in accordance with Section 5 herein. Your continued enrollment in the Program after any such changes constitutes your acceptance of the new terms. ‍
Age Restriction. You may not enroll in the Program if you are under eighteen (18) years of age. By signing up for the Program, you acknowledge and agree that you are not under the age of eighteen (18) or are of adult age in your jurisdiction. ‍
Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. ‍
Assignment. Promoter shall not transfer or assign his or her rights hereunder. Picadeli may, without consent of Promoter, assign this Agreement to its successors or assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforceable by or against its successors or assigns.‍
Headings. Section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.‍
Dispute Resolution (Including Arbitration, Class Action Waiver, and Jury Trial Waiver).

Any dispute or claim arising out of or relating to the Program or this Agreement, or your relationship with Picadeli, and any of its subsidiaries, divisions or affiliates, related or parent companies, or the present, future, or former employees, managers, shareholders, attorneys, agents, officers, directors, or successors of Picadeli, whether based on contract, tort, statute, fraud, misrepresentation, or any other legal theory (each a “Dispute”) will be resolved through binding individual arbitration as set forth in this Agreement, except that either you or Picadeli may initiate a Dispute in or take a Dispute to small claims court on an individual basis, so long as the Dispute is not removed or appealed to a court of general jurisdiction. Whether a Dispute falls within the jurisdiction of small claims court is for a small claims court to decide in the first instance and for a court of competent jurisdiction to otherwise decide. The term “Dispute” shall be interpreted broadly and includes, but is not limited to: (a) any dispute or claim that arose before the existence of these or any prior Agreement (including, but not limited to, claims relating to advertising); (b) any dispute or claim that is currently the subject of purported class action litigation in which you are not a member of a certified class; and, (c) any dispute or claim that may arise after termination of this Agreement. “Dispute,” however, does not include disagreements or claims concerning patents, copyrights, trademarks, trade secrets, or other intellectual property, and claims of piracy or unauthorized use of intellectual property.

In any Dispute, the arbitrator shall decide all issues except the following (which are for a court of competent jurisdiction to decide): (a) issues that are reserved for a court in this Agreement; (b) issues that relate to the scope, validity, and/or enforceability of the arbitration provision, class action waiver, or any of the provisions of this Dispute Resolution clause; and, (c) issues that relate to the arbitrability of any Dispute. This Agreement and its arbitration provision does not prevent you from bringing a Dispute to the attention of any government agency. You and Picadeli agree that this Agreement evidences a transaction in interstate commerce and that the arbitration provision herein will be interpreted and enforced in accordance with the Federal Arbitration Act and federal arbitration law.

Early Resolution Process

You and Picadeli agree to work together in a good-faith effort to informally resolve any Dispute that might arise using the early resolution process described herein (“Early Resolution Process”).

The Party initiating a Dispute must first send the other a written notice (the “Dispute Notice”) that includes all of the following information: (a) information sufficient to identify any transaction and/or account at issue in the Dispute; (b) contact information (including your name, address, telephone number, and email address); and, (c) a detailed description of the nature and basis of the Dispute and the relief sought, including a calculation for such relief. The Dispute Notice must be personally signed by the Party initiating the Dispute (and their counsel, if represented). If you are the Party initiating a Dispute, you must send Picadeli the Dispute Notice via mail to Picadeli US Inc., PO Box 69, Pacific Palisades, CA 90272. If Picadeli has a Dispute with you, we will send a Dispute Notice to you at the most recent contact information we have on file for you.

For a period of sixty (60) days from receipt of a completed Dispute Notice (which can be extended by agreement of the Parties), you and Picadeli agree to negotiate in good faith in an effort to informally resolve the Dispute. The Party receiving the Dispute Notice may request a telephone settlement conference to aid in the early resolution of the Dispute. If such a conference is requested, you and a Picadeli representative will personally attend such a telephone settlement conference (with counsel, if represented). The conference will be scheduled for a mutually convenient time, which may be outside of the sixty (60) day period following receipt of a Dispute Notice. This informal Early Resolution Process is a condition precedent to you or Picadeli commencing a formal proceeding in arbitration or small claims court. A court of competent jurisdiction shall have the authority to enforce this condition precedent to arbitration, which includes the power to enjoin the filing or prosecution of arbitrations, and to enjoin the assessment or collection of arbitration fees. Nothing in this paragraph limits the right of a Party to seek damages for non-compliance with this process in arbitration or to raise non-compliance with an arbitrator. All applicable limitations periods (including statutes of limitations) will be tolled from the date of receipt of a completed Dispute Notice through the conclusion of this Early Resolution Process. You or Picadeli may commence arbitration or a small claims court proceeding if a Dispute is not resolved through this Early Resolution Process.

Arbitration Procedures

The arbitration of any Dispute shall be conducted in accordance with the rules of the American Arbitration Association (“AAA”), including the AAA’s Commercial Arbitration Rules, as applicable (“AAA Rules”), as modified by this arbitration provision and this Agreement. The AAA Rules are available online at www.adr.org. You and Picadeli understand and agree that the AAA’s administrative determination that this arbitration provision comports with Due Process is final, and that neither a court nor an arbitrator has the authority to revisit it. If the AAA is unavailable or unwilling to conduct the arbitration consistent with this arbitration provision and this Agreement, the Parties shall agree on a replacement arbitration administrator that will do so. If the Parties cannot agree on a replacement arbitration administrator, they shall petition a court of competent jurisdiction to appoint an arbitration administrator that will conduct the arbitration consistent with this arbitration provision and this Agreement.

An arbitration demand must: (a) include all of the information required to be provided in the Dispute Notice above; (b) be accompanied by a certification of compliance with the Early Resolution Process above; and, (c) be personally signed by the Party initiating arbitration (and counsel, if represented). When initiating arbitration, you shall personally certify to Picadeli and to AAA that you are a Party to this arbitration provision and provide a copy or link to it. By submitting an arbitration demand, the initiating Party and counsel represent, as in court, that they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 on represented Parties and their counsel. You may choose to have the arbitration conducted by a phone, video, or in-person hearing, or through written submissions, except any Dispute seeking more than Ten Thousand Dollars ($10,000.00 USD) or injunctive relief shall have an in-person or video hearing unless the Parties agree otherwise. You and Picadeli reserve the right to request a hearing in any matter from the arbitrator. You and a Picadeli representative shall personally appear at any hearing (with counsel, if represented). Any in-person hearing shall be held in Los Angeles County or at another mutually agreed-upon location. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief only in favor of the individual Party seeking relief and only to the extent necessary to provide relief warranted by that Party’s individual claim. To the fullest extent allowable by applicable law, you and Picadeli agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. Further, unless both you and Picadeli agree otherwise, an arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of class, collective, consolidated, private attorney general, or representative proceeding. You agree that you shall personally participate, along with your counsel if represented, in the initial conference with the arbitrator unless the Parties agree otherwise. An arbitrator must follow and enforce this Agreement as a court would.

Costs of Arbitration

Payment of arbitration fees will be governed by the AAA Rules and fee schedule. You and Picadeli agree that the Parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or Picadeli may elect to engage with the AAA regarding arbitration fees, and you and Picadeli agree that the Parties (and counsel, if represented) shall work together in good faith to ensure that arbitration remains cost-effective for all Parties.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PICADELI WAIVE THE RIGHT TO A JURY TRIAL.

OPT-OUT OF AGREEMENT TO ARBITRATE: You can decline this agreement to arbitrate by mail addressed to Picadeli US Inc., PO Box 69, Pacific Palisades, CA 90272 and providing the requested information as follows: (1) your name; (2) your address; (3) your phone number; (4) the URL containing the Arbitration and Class Action Waiver provision for this Agreement; and, (5) a clear statement that you wish to opt out of this arbitration provision. This opt-out notice must be mailed no later than thirty (30) days after the date you first accept this Agreement.

Fees;Payment Terms. As full and complete consideration for the Services, Picadeli shall pay Promoter a ten percent (10%) net commission of the purchase price on every new referred Customer that purchases the Picadeli products and such products have not been refunded and that are made in connection with Promoter’s Code within the first thirty (30) days after a new Customer’s first interaction with the Program (the “Fees”). Purchases by existing Picadeli Perks Members/Customers and Promoter do not qualify for the Program and are excluded from the Fees to you. You shall only be paid Fees for new Customer purchases made using your Code. Promoter further agrees that he or she shall not attempt to submit to the Program, or otherwise use Promoter’s Code on, his or her purchases of Picadeli’s products (including those in connection with Picadeli Perks). Picadeli shall pay you any Fees accrued within thirty (30) days following a new Customer’s purchase to the Venmo account associated with the phone number you provided to Picadeli.
‍Severability. If any provision hereof is determined in any proceeding binding upon the Parties hereto to be invalid or unenforceable, that provision shall be deemed severed from the remainder of the Agreement, and the remaining provisions of the Agreement shall continue in full force and effect.‍
Survival. The obligations, representations, and warranties under Sections 6, 7, 8, 9, 10, 11, 12, 15, and 18, shall survive the expiration or termination or expiration of this Agreement.‍
Entire Agreement. This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings among the Parties with respect thereto.‍
Contact Us. If you have any questions about the terms of this Agreement, please contact us at perks@picadeli.com.

By enrolling in the Program and clicking “Join” on the Picadeli Perks Promoter Registration Form, you acknowledge that you have read and agree to the terms of this Agreement and Picadeli’s privacy policy as outlined below.

By enrolling in the Program, Promoter has opted-in to receiving text messages and agrees that message & data rates may apply and that message frequency varies. View Picadeli’s terms: www.picadeli.us/terms and privacy policy: www.picadeli.us/privacy-policy for more information.

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Last updated September 9, 2024
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1. Acceptance of Terms‍

No mobile information, opt-in data, and consent information will be shared with third parties for marketing or promotional purposes.
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2. Opt-In

3. Opting Out‍

4. Cash Back Program

Picadeli is not affiliated with Venmo or any other third-party applications used to facilitate any cash back benefits.
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5. Taxes

6. Disclaimer of Warranty and Liability

7. Indemnification

8. Age Restriction

9. Prohibited Content

You acknowledge and agree to not send any “Prohibited Content” using the Program. “Prohibited Content” includes, but is not limited to:

Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;

Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the bases of race, sex, gender identity, religion, nationality, disability, sexual orientation, or age;

Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;

Any content that implicates and or references personally identifiable information that is protected under federal or state law, including without limitation information that is protected by state privacy laws, the Health Insurance Portability and Accountability Act (“HIPAA”), the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act), or any other privacy or data protection law, wherever applicable; and,

Any other content that is prohibited by applicable law in the jurisdiction from which the message is sent.
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10. Message and Data Rates

11. Privacy

12. Service Availability

13. Changes to Terms

14. Dispute Resolution (INCLUDING ARBITRATION, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER)

Early Resolution Process

You and Picadeli agree to work together in a good-faith effort to informally resolve any Dispute that might arise using the early resolution process described herein (“Early Resolution Process”).

Arbitration Procedures

Costs of Arbitration

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND PICADELI WAIVE THE RIGHT TO A JURY TRIAL.

15. Severability

16. Contact Us

If you have any questions about these terms and conditions, please contact us at perks@picadeli.com or call us at (213) 468-6700.

By opting in to our text messaging service, you acknowledge that you have read and agree to these terms and conditions.

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