Terms and Conditions

Effective as of July 1, 2017

Please carefully read the following Terms of Use before using the www.piksel.com website (the Site). By accessing and using the Site, you agree to be bound by these Terms of Use and Piksel’s Privacy Policy (click here to view the Privacy Policy contained on the Piksel Website. These Terms of Use govern your use of the Site. If you do not agree to these Terms of Use, please do not use the Site. The most recent version of the Terms of Use will be effective as of the date stated therein. Changes to the Terms of Use will be posted on the Site and the effective date of the most recent version of the Terms of Use will be modified to reflect the effective date of the most recent version.

Please note that no sale of products or services takes place on the Site. Any agreement to provide Piksel services or products will be governed by separate terms and conditions which will be provided to you separately and may be in addition to these Terms of Use.

1. Availability and Conditions of Use

1.1   The Site is made available to you by Piksel. Whilst every effort is made to ensure that the Site is made available, Piksel do not represent, warrant or guarantee in any way its continued availability or uninterrupted use. Piksel reserve the right to modify these Terms of Use, suspend or cease operation of the Site from time to time at the sole discretion of Piksel

1.2   You agree that your use of the Site is on the condition that:

1.2.1        the Site is used for purposes that are not in any way unlawful or prohibited by the Terms of Use herein;

1.2.2        you do not use the Site to, defame, disparage or demonstrate any form of discrimination prohibited by law to anybody in any manner which will be interpreted or read as obscene, harassing, derogatory or offensive in any way; and

1.2.3        you ensure that your use of the Site is consistent with all applicable laws, rules and regulations, or other restrictions on use of the Site or content therein.

1.2.4        you agree not to circumvent, remove, deactivate, degrade or thwart any of the content protections in the Site including but not limited to uploading, posting, emailing or transmitting any material designed to interrupt, destroy or limit the functionality of any software, hardware or any content security technology associated with the Site.

1.3   Piksel reserves the right to prevent or suspend your access to the Site if you do not comply with any part of these Terms of Use or any applicable law.

2. Ownership, Use and Intellectual Property Rights

2.1   The data and materials on the Site, except User Submissions (as defined below), including without limitation text, graphics, logos, photos, music, videos, and all other audible, visual or downloadable materials, as well as the selection, organization, coordination, compilation and overall look and feel of the Site (the ‘Content’ are the intellectual property of Piksel, Inc. (Piksel, we, or us), our licensors and our suppliers. The Content is protected by copyright and other intellectual property laws and all ownership rights remain with us, our licensors or our suppliers (as applicable) and nothing in these Terms of Use grant you any rights in the Site or the content within the Site.

2.2   You may only use the Content retrieved from the Site for your own personal, non-commercial, educational, private or domestic purposes. You shall not engage in the use, copying, or distribution of any of the Content, other than as expressly permitted herein, including any use, copying, or distribution of the User Submissions of third parties obtained through the Site for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright, trademark, or other proprietary notices. Piksel reserve all rights not expressly granted in and to the Site and the Content. You may not modify, copy, distribute, transmit, display, revise, perform, reproduce, publish, license, deep-link, create derivative works from, transfer, or sell any information or content obtained from the Site unless expressly authorised by Piksel.

 

3. User Submissions

3.1   The Site may permit the submission of communications by users, including the submission of comments (‘User Submissions’) and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Piksel do not guarantee any confidentiality with respect to any submissions to the Site. Piksel reserve the right (but assume no obligation) to monitor, delete, move, or edit any submissions or postings that come to our attention that Piksel consider unacceptable or inappropriate, whether for legal or other reasons. Piksel will comply with all requirements of applicable laws regarding disclosure of any submissions or postings on this website to others, including to law enforcement agencies and parties making civil legal requests. Piksel will also comply with any other requirements of the law regarding disclosure of other aspects of your use of this website.

3.2   You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that:

3.2.1        you own or have the necessary licenses, rights, consents, and permissions to use and Piksel to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms of Use; and

3.2.2        you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Site and these Terms of Use. You retain all of your ownership rights in your User Submissions, however, by submitting the User Submissions to the Site, you hereby:

3.2.2.1    grant Piksel a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to display, perform, use, reproduce, distribute, publish, create derivative works of, display, perform sell, edit, and insert, serve or display advertisements in or in close proximity to the User Submissions in connection with the Site and Piksel’s (and any successor’s) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media format or medium and through any media channels (now known or hereafter developed) and

3.2.2.2    grant each user of the Site a non-exclusive license to access your User Submissions through the Site, and to use, reproduce, distribute, publish, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Site and under these Terms of Use. For the avoidance of doubt, you are not entitled to any compensation for any User Submissions for any reason, unless expressly agreed to by the parties.

3.3   In connection with User Submissions, you agree that it is your responsibility to verify or ensure that you will not:

3.3.1        submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from its rightful owner to post the material and to grant Piksel all of the license rights granted herein;

3.3.2        publish falsehoods ,misrepresentations or statements that have been exaggerated, publish statements that may infringe any third party rights, or publish any statements that could damage Piksel or any third party whether or not this results in an economic loss;

3.3.3        submit material that is unlawful, obscene, defamatory, libellous, threatening, pornographic, vulgar, harassing, offensive, misleading, hateful, racially or ethnically offensive, discriminatory, defaming, or anything that may be construed as damaging to the reputation of Piksel, or which encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;

3.3.4        post advertisements , solicitations of business; or material that promotes a business;

3.3.5        impersonate another person or entity, whether actual or fictitious.

3.4   Piksel do not agree, endorse, or encourage in any way any User Submission or any opinion, recommendation, or advice expressed therein, and Piksel expressly disclaim any and all liability in connection with User Submissions. Piksel do not permit copyright infringing activities and infringement of intellectual property rights on the Site, and Piksel will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another’s intellectual property rights. Piksel reserves the right, in their sole discretion, to remove Content and User Submissions without prior notice.

3.5   Piksel will terminate a user’s access to the Site, if they are determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Site more than twice. Piksel also reserve the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to defamatory material or excessive length.] or [Piksel may remove such User Submissions and/or terminate a user’s access for uploading such material in violation of these Terms of Use at any time, without prior notice and at our sole discretion.

3.6   If you are a copyright owner or an agent thereof and believe that any submission on the Site’s blog or any other content on the Site infringes upon your copyrights, you may submit a notification pursuant to Title 17, United States Code, Section 512(c)(3), the Digital Millennium Copyright Act (DMCA) by providing our designated copyright agent with the following information in writing:

3.6.1        A physical or electronic signature of a person to act on behalf of the owner of an exclusive right that is allegedly infringed;

3.6.2        Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

3.6.3        Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

3.6.4        Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

3.6.5        A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

3.6.6        A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

3.7   The designated copyright agent at Piksel who shall receive notifications of claimed infringement is: legal@piksel.com. Only DMCA notices should go to the designated copyright agent; any other comments, requests, or other communications should be directed to contact@piksel.com. You acknowledge that if you fail to comply with all of the requirements of this clause 3.4, your DMCA notice may not be valid.

3.8. You understand that when using the Site, you will be exposed to User Submissions from a variety of sources, and that Piksel are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Piksel with respect thereto.

4. Links to Other Websites

4.1   This Site may contain hyperlinks or references to external third party websites which is provided for your convenience only. Use of these sites will be at your own risk and may or may not contain similar Terms of Use and any such policies. Piksel do not control the content of those websites and take no responsibility for their content, material or information contained in them nor should it be implied that we endorse or otherwise recommend or guarantee such sites or the products or services offered. It is your responsibility to review the terms of use of any third party sites.

5. Privacy Policy

5.1   We are committed to protecting the privacy of users of the Site. For information on how personally identifiable and aggregate information is collected, used or disclosed by us in connection with your use of this Site, please consult our Privacy Policy contained on the Piksel Website.

6. Disclaimer

6.1     Piksel will use reasonable efforts to include accurate and up-to-date information on the Site.Piksel do not represent, warrant or promise (whether express or implied) that any information is or remains accurate, complete and up to date, or fit or suitable for any purpose. Any reliance you place on the information on the Site is at your own risk. Nothing in these terms and conditions shall operate to prejudice any mandatory statutory requirement or your statutory rights.

6.2     Content on the Site is provided for your general information purposes only and to inform you about Piksel and the products and news, features, services and other websites which may be of interest. It does not constitute technical, financial, or legal advice or any other type of advice and should not be relied on for any purposes.

CONTENT, ON THE SITE, INCLUDING WITHOUT LIMITATION, TEXT, GRAPHICS LINKS AND USER SUBMISSIONS, ARE PROVIDED ON AN AS IS BASIS WITH NO WARRANTY.

PIKSEL AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ALL PARTIES INVOLVED IN CREATING, PRODUCING OR DELIVERING THIS SITE (RELEASED PARTIES) MAKE NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SITE AND DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE RELEASED PARTIES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (I) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (III) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SITE, OR ANY PART THEREOF; (IV) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SITE; (V) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA ON THE SITE; AND (VI) OTHER WARRANTIES RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS OF THE RELEASED PARTIES.

FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.

BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE RELEASED PARTIES LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

7. Warranties and Limitation of Liability

7.1     You agree that your use of the Site is on an “as is” and “as available” basis. Consequently Piksel make no representations, warranties, conditions or other terms (whether express or implied) in relation to the provision of the Site, including without limitation as to completeness, accuracy and currency or any content and information on the Site, or as to satisfactory quality, or fitness for particular purpose.

7.2   To the maximum extent permitted by applicable law, we exclude all liability (whether arising in     contract, tort, breach of statutory duty or otherwise) which Piksel may otherwise have to you as a result of:

7.2.1any error or inaccuracies in any information or material within or relating to the Site;

7.2.2 the unavailability of the Site for whatsoever reason; and

7.2.3 any representation or statement made on the Site.

7.3     Under no circumstances shall Piksel be liable to you for any loss or damage suffered (including without limitation direct or indirect losses) arising from your use of, or reliance on, the Site

7.4 Piksel do not exclude or limit our liability for death or personal injury arising from our negotiations, for any fraudulent misrepresentation made by us on the Site or for any other statutory rights which are not capable of being excluded.

IN NO EVENT WILL THE RELEASED PARTIES BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF: (I) THIS SITE, YOUR ACCESS, USE OR INABILITY TO USE THIS SITE; (II) ANY FAILURE OR PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE (INCLUDING LOSS PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SITE); (III) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL IDENTIFIABLE INFORMATION STORED THEREIN, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY A THIRD PARTY.

PIKSEL RESERVES THE RIGHT TO ALTER, REMOVE OR DISCONTINUE ANY PORTION OF THE SITE OR THE CONTENT (INCLUDING USER SUBMISSIONS) ON THE SITE OR TO SUSPEND OR TERMINATE YOUR USE IN ANY WAY, AT ANY TIME, FOR ANY REASON, WITHOUT PRIOR NOTIFICATION, AND WILL NOT BE LIABLE IN ANY WAY FOR POSSIBLE CONSEQUENCES OF SUCH CHANGES.

THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN THE RELEASED PARTIES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE RELEASED PARTIES LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAWYOU SPECIFICALLY ACKNOWLEDGE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

8. Indemnity

8.1     If you are in breach of any of these terms and conditions, you agree to indemnify and hold Piksel harmless in respect of any costs, expenses, claims, proceedings, actions, losses, damages or liabilities incurred by Piksel in relation to or arising from such a breach.

8.2     You agree to indemnify, defend and hold harmless the Released Parties from and against any suit, claim, liability, or proceeding in connection with : (i) any claim due to or arising out of your violation of these terms of Use, including but not limited to a claim arising out of a breach of your representations or violations or warranties made hereunder; (ii) your use of and access to the Site; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your User Submission (s) caused damage to a third party.

9. Assignment

9.1     These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Piksel without restriction.

10. Choice of Law and Forum

10.1  Should any part of these terms and conditions for any reason be declared invalid or unenforceable by a court of a competent jurisdiction, it shall be deemed to be deleted without affecting the remaining provisions.

10.2   The terms of use shall be governed and construed in accordance with the laws of the State of Georgia, excluding its conflicts of law rules. Any dispute arising out of or relating to this terms of use or your access or use of this Site will be subject to the exclusive jurisdiction of the court located within the State of Georgia and you hereby submit to the personal jurisdiction of such courts.