Terms of Service

These Terms of Service (“Terms”) form a binding agreement between you (“you”, “Customer”, and where applicable “Reseller” or “Partner”) and Pickcel governing your access to and use of the Pickcel cloud digital-signage platform, websites, APIs, and related player/device software (collectively, the “Service”).

You accept these Terms by the first of the following to occur: (a) checking the acceptance box at sign-up; (b) creating an account; or (c) accessing or using the Service. If you accept on behalf of an organization, you represent that you are authorized to bind that organization, and “you” refers to that organization.

Related documents incorporated by reference: the Acceptable Use Policy, Privacy Policy, End User License Agreement / EULA for player software, Data Processing Addendum where applicable, and Refund Policy. If you do not agree, do not use the Service.

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is intended for commercial use.

3.1 Subject to these Terms and payment of Fees, Pickcel grants you a non-exclusive, non-transferable, non-sublicensable right to access and use the Service for your internal business purposes during the Subscription Term.

3.2 You must register with accurate information and keep it current. You are responsible for safeguarding login credentials and for all activity under your Account, including that of your Users. You will bring these Terms to your Users' attention and are liable for their breach as if it were your own. Notify us promptly of any unauthorized use.

3.3 We may run reasonable verification/security checks on registration information and may suspend or disable credentials where we reasonably believe a breach has occurred (see §12).

4.1 We may offer a free tier (currently limited to one (1) Display) or trial so you can evaluate the Service. Free/trial accounts may have reduced functionality and are provided “AS IS” without warranty and without any SLA.

4.2 One person or organization may hold one free account; duplicate free accounts are prohibited and may be closed on discovery. We may modify, suspend, or discontinue free/trial accounts, or delete associated data, at any time.

4.3 During a trial we may collect product-usage telemetry from the Pickcel console to improve the Service, excluding login credentials and content that could reveal your brand strategy, internal communications, or individual identities. This trial telemetry stops on upgrade to a paid plan. See the Privacy Policy.

5.1 Fees are charged per Display on the plan and billing frequency in your Order (monthly/quarterly/half-yearly/annually). Displays linked to the Account are billable whether online or offline.

5.2 Unless your Order states otherwise, subscriptions auto-renew for successive periods equal to the prior term until cancelled under §11. Adding Displays is charged pro-rata or as otherwise agreed.

5.3 Invoices are sent by email to your registered address. Fees are exclusive of taxes (including GST and any withholding); you are responsible for applicable taxes other than taxes on Pickcel's income.

5.4 Except as required by mandatory law or expressly stated in the Refund Policy, Fees are non-refundable and payments are non-cancellable for the paid period.

5.5 Price changes. We may change Fees effective at the start of your next renewal term by giving you at least 30 days' notice. Continuing to use the Service after the change takes effect constitutes acceptance; if you object, you may cancel before renewal under §11.

5.6 Late payment / suspension. We may suspend the Service for overdue amounts after reasonable notice (see §12).

7.1 You are solely responsible for your Content and for all use of the Service under your Account. You represent and warrant that you own or are licensed to use your Content and that it does not infringe third-party rights or violate law.

7.2 You must comply with the Acceptable Use Policy, which is incorporated into these Terms. Breach of the AUP is a breach of these Terms.

7.3 License to your Content. You grant Pickcel a worldwide, non-exclusive, royalty-free license to host, copy, transmit, cache, compress, adapt (for formatting/transmission), and display your Content solely to provide and support the Service. As between the parties, you retain all rights in your Content.

7.4 The Service is not a backup or archival service. You are responsible for maintaining independent backups of your Content.

7.5 You acknowledge that Pickcel does not verify rights in your Content and is not responsible for checking license restrictions applicable to it.

8.1 We use commercially reasonable efforts to keep the Service available but do not warrant uninterrupted or error-free operation. Availability may be affected by factors beyond our control (third-party networks, hosting, telecom, force majeure) and by scheduled maintenance.

8.2 Standard support is available on business days, 10:00–19:00 IST, by email to support@pickcel.com, for advice on use and diagnosis of Service interruptions. Support scope varies by plan and excludes faults arising from misuse, your/third-party hardware, software, or network, or unsupported integrations.

8.3 A formal uptime/service-credit SLA is available to eligible plans on request and, where agreed, supersedes §8.1 for availability commitments. (No SLA is bundled by default.)

10.1 Pickcel and its licensors own all rights in the Service, Player Software, Documentation, and the "Pickcel" brand. Except for the limited rights expressly granted, no rights are transferred to you.

10.2 You will not, and will not permit others to, copy, modify, translate, reverse engineer, decompile, or create derivative works of, or attempt to derive source code from, the Service or Player Software, except to the extent this restriction is prohibited by applicable law.

10.3 Feedback. If you give us suggestions or feedback, you grant us a perpetual, irrevocable, royalty-free license to use it without restriction.

10.4 Third-party and open-source components. The Service and Player Software may include third-party or open-source components licensed under their own terms; a notices list is available on request. Those terms govern those components to the extent of any conflict.

11.1 These Terms apply from acceptance until your Account is terminated. Subscriptions renew per §5.2.

11.2 You may cancel renewal or terminate for convenience by written notice (email to billing@pickcel.com) effective at the end of the current paid period; no refund is due for the remaining period except as required by law or the Refund Policy.

11.3 We may terminate for convenience on reasonable prior notice; if we do so mid-term for reasons other than your breach, we will refund prepaid, unused Fees on a pro-rata basis.

11.4 Effect of termination. Access ceases and Content becomes inaccessible. We may retain copies as required by law or for tax/audit purposes, subject to the Privacy Policy and DPA. Sections that by their nature should survive (including §§5, 7.1, 10, 13, 14, 15, 16, 18, 20, 21) survive termination.

13.1 Mutual authority. Each party warrants it has the authority to enter these Terms.

13.2 Disclaimer. Except as expressly stated in these Terms, the Service is provided “AS IS” and “AS AVAILABLE”, and Pickcel disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranty arising from course of dealing or trade usage, to the fullest extent permitted by law. Content may be compressed and image quality may vary. We are not responsible for third-party websites, services, or networks.

13.3 Excluded losses. Subject to §13.5, neither party is liable for any loss of profits, revenue, business, goodwill, anticipated savings, or business opportunity, or for any loss or corruption of data, or for any indirect, special, or consequential loss, however arising.

13.4 Liability cap. Subject to §13.5, each party's total aggregate liability arising out of or in connection with these Terms, whether in contract, tort (including negligence), or otherwise, will not exceed the Fees paid or payable by you to Pickcel in the twelve (12) months preceding the event giving rise to the liability (and if less than 12 months have elapsed, the amount payable over the first 12 months).

13.5 Non-excludable liability. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, wilful default, a party's indemnification obligations under §14, or your payment obligations.

14.1 By Customer. You will defend, indemnify, and hold harmless Pickcel and its affiliates from and against third-party claims, and resulting damages, losses, and reasonable costs (including reasonable legal fees), arising out of or related to: (a) your Content; (b) your or your Users' use of the Service in breach of these Terms, the AUP, or applicable law; or (c) your infringement or misappropriation of a third party's rights.

14.2 By Pickcel (IP infringement). Pickcel will defend you against third-party claims alleging that the Service, as provided by Pickcel and used in accordance with these Terms, infringes that third party's intellectual property rights, and will indemnify you for damages and reasonable costs finally awarded (or agreed in settlement) for such claim. Pickcel's obligations do not apply to claims arising from: (i) your Content; (ii) combination of the Service with items not provided by Pickcel; (iii) modifications not made by Pickcel; (iv) use after notice to stop; or (v) free/trial/beta features. If the Service is or may be enjoined, Pickcel may, at its option, procure the right to continue use, modify the Service, or terminate the affected Service and refund prepaid unused Fees. This §14.2 states Pickcel's entire liability for third-party IP claims.

14.3 Procedure. The indemnified party will: (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided no settlement admits fault or imposes non-monetary obligations on the indemnified party without consent); and (c) provide reasonable cooperation at the indemnifying party's expense.

15.1 Each party (as “Receiving Party”) will keep confidential the other's non-public information disclosed to it or of which it becomes aware (“Confidential Information”), use it only to perform under these Terms, and disclose it only to employees/subcontractors who need it and are bound by confidentiality.

15.2 Confidentiality does not apply to information that is or becomes public without breach, is lawfully received from a third party without restriction, is independently developed, or must be disclosed by law or regulation (with reasonable prior notice where lawful).

16.1 Pickcel processes Personal Data in accordance with the Privacy Policy.

16.2 Where Pickcel processes Personal Data on your behalf (as a processor), the Data Processing Addendum, including applicable Standard Contractual Clauses / transfer mechanisms, applies and is incorporated into these Terms. You are responsible for the lawfulness of Content and Personal Data you provide and for providing any required notices and obtaining any required consents from data subjects.

20.1 Governing law. These Terms are governed by the laws of India, without regard to conflict-of-laws rules.

20.2 Tiered resolution. The parties will first attempt to resolve any dispute through good-faith negotiation between senior representatives within 30 days of written notice.

20.3 Arbitration. If not resolved, the dispute will be finally settled by arbitration seated in Bengaluru, Karnataka, India, conducted in English by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The arbitral award is final and binding, and judgment may be entered in any court of competent jurisdiction. Nothing prevents either party from seeking interim/injunctive relief from the courts of Bengaluru, whose courts otherwise have exclusive jurisdiction for matters not subject to arbitration.

20.4 Class-action waiver. To the extent permitted by applicable law, disputes will be resolved only on an individual basis; the parties waive any right to bring or participate in a class, collective, or representative proceeding.

20.5 Mandatory local rights. Where you deal with us as a consumer under mandatory local law, nothing in this §20 deprives you of protections (including any right to your local courts) that cannot be waived.

21.1 Assignment. You may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, or sale of assets. These Terms bind permitted successors and assigns.

21.2 Entire agreement / order of precedence. These Terms plus the incorporated documents and your Order are the entire agreement and supersede prior agreements on the subject. In case of conflict, the order of precedence is: (1) a signed order form/MSA, if any; (2) these Terms; (3) the AUP, EULA, DPA, and other policies; (4) the Documentation.

21.3 Amendments. We may update these Terms by posting the revised version with a new effective date and, for material changes, giving reasonable notice (e.g., email and/or in-app) and, where appropriate, requiring re-acceptance. Continued use after the effective date constitutes acceptance.

21.4 Waiver / severability. A failure to enforce is not a waiver. If any provision is held invalid, the rest remains in effect and the provision is limited to the minimum extent necessary.

21.5 Notices. Notices to Pickcel go to legal@pickcel.com / the registered office; notices to you go to your registered email. Notice is effective on personal delivery, two business days after posting, or on completed email transmission.

21.6 Relationship. The parties are independent contractors; nothing creates a partnership, agency, or joint venture.