Terms of Use

Last Updated July 14, 2026

These Pique Platform Terms of Use (“Terms”) are entered into by and between you (“you” and “your”) and PIQUE (“Pique,” “we,” “our,” or “us”) and govern your access to or use of any website, mobile application, including any content and functionality offered through such website or application (the “Platform”), and all related tools, mobile applications, web applications, and APIs offered or made available by Pique in connection with the Platform.

PLEASE READ SECTION 12 ENTITLED “DISPUTE RESOLUTION, GOVERNING LAW, AND JURISDICTION” CAREFULLY, AS IT LIMITS OR MAY OTHERWISE AFFECT YOUR LEGAL RIGHTS AGAINST PIQUE.

1. Acceptance

BY CLICKING THE “I ACCEPT” BUTTON OR ANY SIMILAR ATTESTATION WHEN SUCH OPTION IS MADE AVAILABLE TO YOU, BY CREATING AN ACCOUNT, OR BY OTHERWISE ACCESSING OR USING THE PLATFORM, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS, AS WELL AS ANY OTHER POLICIES OR GUIDELINES MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING OUR PRIVACY POLICY, EFFECTIVE AS OF THE DATE OF SUCH ACTION.

YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE CAREFULLY REVIEWED THESE TERMS AND FULLY UNDERSTAND THE RISKS, COSTS, AND BENEFITS RELATED TO YOUR USE OF THE PLATFORM.

IF YOU DO NOT AGREE WITH THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND YOU MUST DISCONTINUE USE IMMEDIATELY.

2. Services and Additional Terms

We offer a variety of Services (defined in Section 4.1 below) through our Platform. Certain Services may be subject to additional terms and may separately require acceptance of such terms which may reference these Terms (“Additional Terms”). Such Additional Terms are hereby incorporated into these Terms. In the event of any conflict between these Terms and Additional Terms, the Additional Terms shall control unless expressly stated otherwise in these Terms.

3. Changes to Terms

We reserve the right to modify these Terms at any time without prior notice. We may also make changes to the Platform, including its features, content, or services, from time to time in our sole discretion. All changes to these Terms are effective immediately when we post them and apply to all access to and use of the Platform thereafter, unless we expressly specify otherwise. In any event, no changes will apply retroactively as to any claims existing prior to the “last updated” date.

However, any changes to the dispute resolution provisions set out in Section 12 (Dispute Resolution, Governing Law, and Jurisdiction) will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Platform.

It is your responsibility to regularly check these Terms to stay informed of updates, as they are binding. We will indicate that these Terms have been updated by updating the “last updated” date at the top of these Terms. Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes.

4. Platform Access and Use

4.1 Services

The Platform provides a private-by-default environment for users to catalog, organize, and manage their collections (“Collection Management Services”). Collection Management Services may include, without limitation, the ability to:

(a) catalog and organize fashion items, including entering item metadata such as designer, category, year, price, provenance, and notes;

(b) upload, store, and organize photographs of items, which may be processed using artificial intelligence or other automated tools to enhance image quality or remove backgrounds;

(d) create, manage, and export packing lists and other organizational tools; and

(e) access such other features and functionality as we may make available from time to time.

We may also offer marketplace features that allow users to list items for sale, browse listings from other users, and complete transactions through the Platform (“Marketplace Services”). Marketplace Services may be subject to Additional Terms, including seller verification requirements. The availability, features, and terms of Marketplace Services may vary and are subject to change.

We may offer additional services from time to time, including subscription tiers with varying feature sets, archiving and cataloging services, and other premium or professional services (collectively with Collection Management Services and Marketplace Services, the “Services”). Certain Services may be offered on a subscription basis (“Subscription Services”), and the features, pricing, and availability of subscription tiers may change from time to time. The Services you have access to are limited to what you are registered to use and have paid for, as applicable. We reserve the right to modify, suspend, or discontinue any Services, or any features or functionality thereof, at any time without liability to you.

4.2 Access Rights

You are hereby granted limited, non-exclusive, non-transferable, non-assignable, non-sublicensable access to and use of the Platform in connection with the Services you have been registered and granted access rights by us to use for so long as you comply with these Terms (including paying any applicable Fees). You are not granted any rights to Service features beyond what you have paid for. We shall have sole and complete control over the Platform and related Services, and reserve the right to withdraw or amend the Platform, and any service or material we provide through the Platform, in our sole discretion without notice. Notwithstanding anything contained in these Terms, we reserve the right, without notice and in our sole discretion, to impose limitations on, suspend, and/or terminate your right to access or use the Platform, in whole or in part, at any time and for any or no reason, and you acknowledge that we will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to users, including registered users.

4.3 Prohibited Uses

You agree not to use the Platform to:

Violate any law, regulation, or governmental policy in the US or internationally;
Infringe upon or violate intellectual property rights or any other rights of anyone else (including Pique);
Jeopardize the security of your Account or anyone else’s Account;
Impersonate or attempt to impersonate another individual, entity, Pique employee, agent, or another user of the Platform;
Upload, post, or transmit any User Content that you do not have the right to make available, including content that infringes, misappropriates, or violates any third party’s intellectual property rights, privacy rights, publicity rights, or other proprietary rights;
Upload, post, or transmit any User Content that is false, misleading, or fraudulent, including misrepresenting the authenticity, provenance, condition, or ownership of any item;
Upload, post, or transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
Infringe, in any way, on the rights of others or engage in or promote any behavior or activity that is harmful, offensive, fraudulent, deceptive, threatening, harassing, dangerous, defamatory, obscene, profane, discriminatory or otherwise illegal or objectionable;
Copy or store any Platform source code or a significant portion of the Pique Materials;
Modify or otherwise make any derivative uses of the Platform, or any portion thereof;
Decompile, reverse engineer, or otherwise attempt to obtain source code or underlying ideas or information of or relating to the Platform we provide;
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which any part of the Platform resides, or any other computer or database connected to the Platform;
Circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Platform;
Attack the Platform via a denial-of-service attack or distributed denial-of-service attack;
Use the Platform or Marketplace Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
Use the Platform to buy, sell, list, or transfer stolen items, counterfeit goods, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
Use any device, software, bot, or routine that interferes with the proper working of the Platform;
Use any manual or automated process to monitor or copy any of the material on the Platform or for any other unauthorized purpose, including, without limitation, using any automated or non-automated systems to scrape, copy, or distribute content without our prior written consent;
Damage, overburden, disable, or impair the Platform;
Introduce any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which, as determined by us, may harm or offend Pique or its users, or otherwise expose them to any liability;
Otherwise attempt to interfere with the proper working of the Platform.

4.4 Third-Party Services

The Platform may contain links to other sites (“Third-Party Links”) and incorporate functionality or services provided by third parties and not controlled by Pique, including payment processors (collectively, “Third-Party Services”). We have no control over the Third-Party Services and some of our features for Services may be dependent on such Third-Party Services. Where you knowingly engage with a Third-Party Service through our Platform or Services, you do so at your own risk.

4.5 Aggregate Data

You acknowledge and agree that Pique may collect, use, analyze, and share aggregate data and service use data derived from your interactions with the Platform (“Aggregate Data”). Such Aggregate Data includes, but is not limited to, information about usage patterns, collection trends, designer and brand preferences, item categories, engagement metrics, device and browser information, and other technical data related to your use of the Platform, provided that such data does not directly identify you or your household.

Pique may use Aggregate Data for any lawful business purpose, including but not limited to improving the Platform and Services, developing new features, conducting analytics, deriving inferences, supporting marketing efforts, and sharing anonymized insights with third parties, including brands and business partners. We will not share any personally identifying information with third parties for their marketing purposes without your consent. All such data will be processed in accordance with our Privacy Policy and as required under applicable law.

5. Accounts

5.1 Registration

To use certain features of the Platform, you may be asked to provide certain registration details or other information to create an account as applicable (“Account”). It is a condition of your use of the Platform that all the Account information you provide to us through the Platform is correct, current, and complete. It is your responsibility to update any Account information when it becomes out-of-date.

5.2 Sub-Accounts

We may offer the ability to create sub-accounts under your primary Account for authorized individuals such as stylists, assistants, or other delegates (“Sub-Accounts”). Each Sub-Account requires a unique email address and is subject to these Terms. You are responsible for all activity that occurs under any Sub-Account associated with your Account, including ensuring that Sub-Account users comply with these Terms.

Sub-Accounts may have limited access to certain features or functionality as determined by you or as we may specify. You may grant, modify, or revoke Sub-Account access at any time through your Account settings, subject to any applicable subscription tier limitations. We reserve the right to limit the number of Sub-Accounts permitted under any Account or subscription tier.

We may suspend or terminate any Sub-Account at any time if we determine, in our sole discretion, that the Sub-Account user has violated these Terms. Termination or suspension of a Sub-Account does not affect the primary Account holder’s obligations under these Terms.

5.3 Account Security

Any personal data processed by us with respect to your Account will be done so in accordance with our Privacy Policy (link provided). You also acknowledge that your Account or related Sub-Account is personal to you and related users and you and such users agree not to provide any other person with access to the Platform or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.

6. Fees and Payments

6.1 Fees

Certain Services are available at designated fees (“Fees”). Fees may include, without limitation, subscription fees for access to the Platform and its features, commissions or transaction fees in connection with Marketplace Services, and fees for archiving or other professional services. All Fees are stated in U.S. Dollars unless otherwise specified. We reserve the right to change our Fees at any time upon notice to you, provided that any Fee changes will not apply to Fees already paid or to the then-current subscription period for which you have already paid.

6.2 Subscription Fees

If you purchase Services on a subscription basis, you agree to pay the applicable subscription fees in advance on a recurring basis (e.g., monthly or annually) as specified at the time of purchase. Subscription fees are billed at the beginning of each subscription period and are non-refundable except as expressly set forth in these Terms. Subscriptions will automatically renew for successive periods of the same duration unless you cancel your subscription before the end of the then-current subscription period. You authorize us and our third-party payment processors to charge your designated payment method for all applicable Fees.

6.3 Taxes

You are responsible for paying any and all sales, use, value-added, and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Platform or purchase of any Services, excluding taxes based solely on Pique’s net income. If we are required to collect or pay any such taxes on your behalf, you agree to reimburse us for such amounts.

6.4 Refunds

ALL FEES ARE NON-REFUNDABLE EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR AS REQUIRED BY APPLICABLE LAW. Without limiting the foregoing, you will not be entitled to any refund or credit for any partial subscription period, unused Services, or any reason related to your dissatisfaction with the Services. If you believe you have been charged in error, you must contact us within thirty (30) days of the charge to request a review.

6.5 Cancellations

You may cancel your subscription at any time through your Account settings or by contacting us. If you cancel, your subscription will remain active until the end of your then-current subscription period, after which it will not renew. You will not receive a refund or credit for any remaining portion of your subscription period. Upon cancellation or expiration of your subscription, your access to certain features or Services may be limited or terminated, and we may delete your User Content in accordance with our data retention policies after a reasonable period following cancellation.

7. User Content

The Platform allows you to upload, submit, store, transmit, or otherwise make available certain content, including photographs, images, item metadata, purchase documentation, receipts, invoices, notes, packing lists, and other materials (collectively, “User Content”). You retain ownership of your User Content, subject to the license granted below.

By uploading, submitting, or otherwise making available any User Content on or through the Platform, you grant to Pique a worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable (through multiple tiers), perpetual, and irrevocable license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, distribute, and otherwise exploit such User Content in any and all media or distribution methods now known or later developed, solely for the purposes of (a) operating, providing, improving, and promoting the Platform and Services, (b) developing new features and services, (c) processing your User Content using artificial intelligence or other automated tools (including to enhance image quality, remove backgrounds, or derive metadata), and (d) generating anonymized, aggregated data and analytics that do not identify you personally.

You represent and warrant that: (a) you own or have the necessary rights, licenses, consents, and permissions to use and authorize Pique to use your User Content as described in these Terms; (b) your User Content does not and will not infringe, misappropriate, or violate any third party’s intellectual property rights, privacy rights, publicity rights, or other proprietary rights; (c) your User Content does not contain any material that is defamatory, obscene, unlawful, threatening, abusive, harassing, or otherwise objectionable; (d) your User Content is accurate, truthful, and not misleading, including with respect to the authenticity, provenance, condition, and ownership of any items depicted or described; and (e) your User Content complies with all applicable laws and regulations.

You acknowledge that Pique does not pre-screen User Content and is not responsible for monitoring or reviewing User Content. However, we reserve the right (but have no obligation) to review, monitor, edit, or remove any User Content at any time and for any reason, including if we believe such User Content violates these Terms or may harm Pique, its users, or third parties. You are solely responsible for your User Content and the consequences of uploading or publishing it.

8. Intellectual Property

8.1 IP Ownership

You acknowledge and agree that we (or, as applicable, our licensors) own all right, title, and interest in and to all elements of the Platform, including, without limitation, all graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data, and all other elements of the Platform (collectively, the “Pique Materials”). The Platform and Pique Materials are protected by copyright, trade dress, trademark, patent laws, international conventions, other relevant intellectual property and proprietary rights, and applicable laws. Your use of the Platform does not grant you ownership of any rights with respect to the Pique Materials or the Platform, whether expressly, by implication, estoppel, reliance, or otherwise, all of which are specifically excluded and disclaimed.

The Pique name, the Pique logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Pique or its affiliates or licensors. You must not use such marks without the prior written permission of Pique. All other names, logos, product and service names, designs, and slogans on this Platform are the trademarks of their respective owners.

8.2 User Content Ownership

As between you and Pique, you retain all right, title, and interest in and to your User Content. Nothing in these Terms transfers ownership of your User Content to Pique. However, by uploading or submitting User Content to the Platform, you grant Pique the license rights set forth in Section 7 (User Content), which are necessary for Pique to operate, provide, improve, and promote the Platform and Services.

8.3 Feedback

As a user of the Platform, you may be able to submit certain content, ideas, proposals, suggestions, or comments related to the Platform (“Feedback”). All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9. Disclaimers

9.1 Disclaimer of Implied Warranties

YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH OR IN CONNECTION WITH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER PIQUE NOR ANY PERSON ASSOCIATED WITH PIQUE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER PIQUE NOR ANYONE ASSOCIATED WITH PIQUE REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, PIQUE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9.2 AI Processing Disclaimer

THE PLATFORM MAY USE ARTIFICIAL INTELLIGENCE OR OTHER AUTOMATED TOOLS TO PROCESS YOUR USER CONTENT, INCLUDING TO ENHANCE IMAGE QUALITY, REMOVE BACKGROUNDS, OR DERIVE METADATA. PIQUE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, OR QUALITY OF ANY AI-PROCESSED CONTENT. AI-GENERATED ENHANCEMENTS, SUGGESTIONS, OR METADATA ARE PROVIDED FOR CONVENIENCE ONLY AND MAY CONTAIN ERRORS OR INACCURACIES. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING AND VERIFYING ANY AI-PROCESSED CONTENT BEFORE RELYING ON IT. PIQUE DISCLAIMS ALL LIABILITY FOR ANY LOSSES OR DAMAGES ARISING FROM YOUR USE OF OR RELIANCE ON AI-PROCESSED CONTENT.

9.3 Data Security and Back-Up Disclaimer

WHILE PIQUE USES COMMERCIALLY REASONABLE EFFORTS TO PROTECT YOUR USER CONTENT AND DATA, PIQUE DOES NOT GUARANTEE THE SECURITY OF ANY DATA TRANSMITTED TO OR STORED ON THE PLATFORM. YOU ACKNOWLEDGE THAT THE INTERNET IS NOT A FULLY SECURE ENVIRONMENT AND THAT ANY INFORMATION YOU PROVIDE OR DATA YOU STORE ON THE PLATFORM MAY BE SUBJECT TO INTERCEPTION, LOSS, OR ALTERATION. PIQUE IS NOT RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION OF YOUR USER CONTENT OR DATA.

THE PLATFORM IS NOT INTENDED TO SERVE AS YOUR SOLE OR PRIMARY BACKUP FOR YOUR USER CONTENT OR DATA. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING YOUR OWN BACKUP COPIES OF ANY USER CONTENT OR DATA THAT YOU UPLOAD TO OR STORE ON THE PLATFORM. PIQUE DISCLAIMS ALL LIABILITY FOR ANY LOSS, CORRUPTION, OR UNAVAILABILITY OF YOUR USER CONTENT OR DATA, REGARDLESS OF THE CAUSE.

9.4 Downtime Disclaimer

PIQUE USES COMMERCIALLY REASONABLE EFFORTS TO PROVIDE ACCESS TO THE PLATFORM IN A RELIABLE AND SECURE MANNER. FROM TIME TO TIME, INTERRUPTIONS, ERRORS, DELAYS, OR OTHER DEFICIENCIES IN PROVIDING ACCESS TO THE PLATFORM OR THIRD-PARTY SERVICES MAY OCCUR DUE TO A VARIETY OF FACTORS, SOME OF WHICH ARE OUTSIDE OF PIQUE’S CONTROL, AND SOME WHICH MAY REQUIRE OR RESULT IN SCHEDULED MAINTENANCE OR UNSCHEDULED DOWNTIME OF THE PLATFORM (COLLECTIVELY, “DOWNTIME”). PART OR ALL OF THE PLATFORM MAY BE UNAVAILABLE DURING ANY SUCH PERIOD OF DOWNTIME. PIQUE SHALL NOT BE LIABLE OR RESPONSIBLE TO YOU FOR ANY INCONVENIENCE, LOSSES, OR ANY OTHER DAMAGES AS A RESULT OF DOWNTIME, INCLUDING, WITHOUT LIMITATION, YOUR INABILITY TO ACCESS THE PLATFORM, YOUR USER CONTENT, OR ANY SERVICES AS A RESULT OF SUCH DOWNTIME. YOU HEREBY WAIVE ANY CLAIM AGAINST PIQUE IN CONNECTION WITH DOWNTIME.

10. Indemnification

You agree to defend, indemnify, and hold harmless Pique, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to (a) your violation of these Terms; (b) your User Content, including any claim that your User Content infringes, misappropriates, or violates any third party’s intellectual property rights, privacy rights, publicity rights, or other proprietary rights; (c) your violation of any applicable law, rule, or regulation; or (d) any misrepresentation made by you, including any misrepresentation regarding the authenticity, provenance, condition, or ownership of any item listed or described on the Platform.

11. Limitation of Liability

NOTWITHSTANDING ANY CONTRARY PROVISION OF THESE TERMS OR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY, AND TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE AS FOLLOWS:

(a) IN NO EVENT WILL PIQUE BE LIABLE FOR (I) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER, OR (II) ANY DAMAGES FOR LOSS OF DATA, USER CONTENT, INFORMATION, REVENUE, PROFITS, OR OTHER BUSINESS OR FINANCIAL BENEFITS, IN ANY CASE WHETHER UNDER CONTRACT, TORT, NEGLIGENCE, STATUTE, STRICT LIABILITY, OR OTHER THEORY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR CONNECTED WITH ACCESS OR USE OF THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (A) ANY UNAUTHORIZED USE OF THE PLATFORM OR SERVICES; (B) ANY LOSS, CORRUPTION, OR UNAVAILABILITY OF YOUR USER CONTENT; (C) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT ARE FOUND IN THE PLATFORM OR SERVICES (REGARDLESS OF THE SOURCE OF ORIGINATION); (D) ANY INJURY OR DAMAGE TO COMPUTER EQUIPMENT; (E) THEFT, TAMPERING, OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO, YOUR ACCOUNT OR DATA OR CONTENT OF ANY KIND; OR (F) ANY TRANSACTION OR DISPUTE BETWEEN YOU AND ANY OTHER USER OF THE PLATFORM, INCLUDING ANY BUYER OR SELLER IN CONNECTION WITH MARKETPLACE SERVICES;

(b) IN NO EVENT SHALL OUR LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR ALL DAMAGES OR LIABILITIES EXCEED IN THE AGGREGATE THE GREATER OF (I) THE AMOUNT OF FEES PAID BY YOU TO PIQUE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (II) ONE HUNDRED U.S. DOLLARS (USD $100.00); AND

(c) NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT THE LIABILITY OF EITHER PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING LIMITATIONS OF LIABILITY UNDER THIS SECTION 11 SHALL NOT APPLY IF AND TO THE EXTENT OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

12. Dispute Resolution, Governing Law, and Jurisdiction

12.1 Disputes

The terms of this Section 12 shall apply to all Disputes between you and Company. For the purposes of this Section, “Dispute” shall mean any dispute, claim, controversy or action between you and Company arising under or relating to your use of the Services, this Agreement, or any other transaction involving you and Company, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND COMPANY AGREE THAT “DISPUTE” AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY COMPANY FOR: (1) TRADE SECRET MISAPPROPRIATION; (2) PATENT INFRINGEMENT; (3) COPYRIGHT INFRINGEMENT OR MISUSE; (4) TRADEMARK INFRINGEMENT OR DILUTION; OR (5) ANY OTHER CLAIM FOR WHICH INJUNCTIVE RELIEF IS APPROPRIATE IN THE SOLE DISCRETION OF COMPANY.

12.2 Opt-Out.

You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this section by sending a written letter to Company at Contact Us within thirty (30) calendar days of your initial agreement to this Agreement (including your first use of the Services) that specifies: (1) your name; (2) your mailing address; (3) and your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedures set forth above, all other terms of this Agreement shall continue to apply.

12.3 Dispute Notice.

In the event of a Dispute, you or Company must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Company must be addressed to 363 Lafayette Street, New York, NY 10012 (“Company Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you, or via email if we do not have any such address on file. If Company and you do not reach an agreement to resolve the Dispute within sixty (60) calendar days after the Dispute Notice is received, you or Company may proceed to mediation as articulated in this Section. You and Company will work in good faith to schedule the informal conference at a mutually convenient time. If you are represented by counsel, your counsel may participate in the informal dispute resolution conference, but you shall also fully participate in such discussions. The arbitrator may dismiss any arbitration brought without first proceeding through the informal dispute resolution conference.

12.4 Mediation.

In the event the parties cannot resolve the Dispute via the informal dispute resolution conference, the Dispute must first be submitted to non-binding mediation before a neutral third party before it may proceed to arbitration. Selecting the mediator, the appropriate terms for mediation (including costs), and a date for mediation shall be negotiated in good faith between the parties. The administrative fees associated with mediation shall be negotiated between the parties, but you will not be required to pay any such fees that exceed those fees you would be required to pay if proceeding in a court of law. Such fees also will not include attorneys’ fees and costs, if any, unless awarded during mediation. If the parties cannot agree to appropriate terms concerning mediation, the parties shall be entitled to proceed with an arbitration proceeding pursuant to this section.

12.5 Binding Arbitration.

In the event mediation is unsuccessful, you and Company agree: (1) to arbitrate all Disputes between you and Company pursuant to the provision of this Agreement; (2) this Agreement memorializes a transaction in interstate commerce; (3) the Federal Arbitration Act (9 U.S.C. § 1, et seq.) governs the interpretation and enforcement of this Section (notwithstanding the choice-of-law provision contained herein); and (4) this Section shall survive termination in this Agreement.

12.6 Small Claims Court.

Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state, municipality, province or territory if the action is within that court’s jurisdiction and is pending only in that court.

12.7 WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS.

YOU AND COMPANY AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AND COMPANY AGREE THAT NO DISPUTE SHALL PROCEED BY WAY OF CLASS ARBITRATION WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES.

12.8 MASS ACTION WAIVER.

You and Company agree that any Dispute between you shall be resolved only in an individual arbitration pursuant to this Section. You and Company expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a Mass Action, as defined below, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any Mass Action to award relief to anyone but the individual in arbitration, unless otherwise provided in this section. “Mass Action” includes instances in which you or Company are represented by a law firm or collection of law firms that has filed 25 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on you or Company’s behalf, and the law firm or collection of law firms seek to simultaneously or collectively administer and/or arbitrate all arbitration demands in the aggregate. Notwithstanding this section, nothing prevents you or Company from participating in a mass settlement of claims.

12.9 Special Master Appointment.

In the event there is a dispute concerning the Mass Action Waiver, the parties agree to resolve such dispute before a Special Master appointed by the arbitration provider and agreed to between the parties. The Special Master shall have authority to resolve disputes concerning: (i) filing fees owed with respect to any Mass Action; (ii) any dispute regarding whether this arbitration agreement has been followed; (iii) whether claimants are barred from proceeding with a Mass Action; (iv) any dispute relating to the representation of the same claimant by multiple law firms; (v) any dispute regarding discovery common to all claims; and (vi) any disputes regarding legal or factual issues common to all claims. If the Special Master determines you violated the Mass Action Waiver, either party shall have the opportunity to opt-out of arbitration within 30 days of the arbitrator’s decision. You may opt-out of arbitration by providing a written notice to [email protected]. Company may opt-out of arbitration by sending written notice of its intention to the arbitration provider and to you or your attorney, agent, or representative. For the avoidance of doubt, the ability to opt-out of arbitration at this stage in the proceedings only applies if the arbitrator or panel of arbitrators determines that you have violated the Mass Action Waiver. If the parties proceed with arbitration, the parties agree to the batching procedures below.

12.10 Batching.

After proceedings before the Special Master have concluded, and to the extent any Mass Actions are permitted to proceed, the parties agree that Mass Actions will be batched into groups of no more than 200 demands per batch by state of residence (with any remaining demands batched into a single group). The parties shall inform the arbitrator of the batches and their composition within 14 calendar days of the conclusion of proceedings before the Special Master. The arbitration provider shall treat each batch of claims as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents and filing fees per batch. The parties shall randomly assign sequential numbers to each batch, and only one batch shall proceed to arbitration at a time in the order of the random sequential numbers. A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch as the batch proceeds to arbitration.

12.11 Arbitration Procedure.

If a party elects to commence arbitration, the arbitration shall be administered by the American Arbitration Association (AAA) and be governed by the applicable AAA rules to the Dispute; except AAA may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the AAA rules and the rules set forth in this Agreement, the rules set forth in this Agreement shall govern. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of this Agreement. The arbitrator, and not any federal, state, provincial, territorial, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

12.12 Hearing Format.

Unless otherwise agreed, the arbitration shall take place in California, but may proceed telephonically in the event the total amount of the claim does not exceed $2,500 U.S. dollars (if the claimant so chooses). In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by Company or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Company is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.

12.13 Arbitration Fees.

The AAA rules will govern payment of filing fees and the AAA’s arbitrator’s fees and expenses. In addition, if the dispute involves less than $75,000, and before initiating arbitration you complied with all pre-arbitration requirements in this Section 12, then we will promptly reimburse your filing fees and pay the AAA’s and arbitrator’s fees and any reasonable expenses (not including any attorney fees or expert witness fees or related costs that your attorney accrued in connection with your individual arbitration).

12.14 Amendments to this Section.

Notwithstanding any provision in this Agreement to the contrary, you and Company agree that if Company makes any material amendments to the dispute resolution procedure and class action waiver provisions in this Agreement, Company will notify you and you will have thirty (30) calendar days from the date of notice to affirmatively opt-out of any such amendments by sending a written letter to the Company Notice Address that specifies: (1) your name; (2) your mailing address; and (3) your request to opt-out of such amendments. If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section as stated in this Agreement, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.

12.15 Severability.

If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of this Agreement remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of this Agreement.

12.16 Governing Law.

These Terms and any dispute or claim arising out of or related to them, their subject matter, or their formation (including the dispute resolution provisions herein and) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule.

12.17 Exclusive Venue for Other Controversies.

Company and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Section (other than an individual action filed in small claims court) shall be filed only in the courts located within the State of New York, and each party hereby irrevocably and unconditionally consents and submits to the exclusive jurisdiction of such courts for any such controversy.

13. Notice

Notices from one party to any other party must be in the English language and must be reasonably detailed. Notices shall be effective on the date on which the notice is delivered to the notified party’s authorized email address or as published by Pique as described herein. Until you receive notice of a different email address from us, Pique’s authorized email address for all purposes of these Terms shall be the following: [email protected].

14. Miscellaneous

14.1. Waiver

The failure by us to enforce any right or provision of these Terms shall not prevent any party from enforcing such right or provision in the future. No waiver by a party of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14.2. Severability

If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be unlawful, invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.

14.3. Interpretation

The headings of the sections and subsections contained in these Terms are included for reference purposes only, solely for the convenience of the parties, and shall not in any way be deemed to affect the meaning, interpretation or applicability of these Terms or provision hereof. When the context requires, the plural shall include the singular and the singular the plural; and any gender shall include any other gender. All references to “including” or “includes” or any variation thereof shall be deemed to include the terms “without limitation”. The words “hereunder,” “hereof,” “hereto” and words of similar import shall be deemed references to these Terms as a whole. To the extent not prohibited by applicable law, these Terms shall not be construed against the party who drafted these Terms.

14.4. Entire Agreement

These Terms constitute the sole and entire agreement between you and Pique regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

14.5 California Consumer Disclosure

Under California Civil Code Section 1789.3, California users of the Platform are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.