Date of Last Revision: July 30, 2019
I. Introduction and Eligibility
Pixellu LLC and its affiliates and subsidiaries (“Pixellu,” “we,” “us,” or “our”) provide products and services to assist photographers in producing high-quality, lasting keepsakes of important events and memories for their clients. These products and services include Pixellu’s website, SmartAlbums® software, SmartSlides®, and Cloud Proofing service, as well as any other products, downloadable software, online services, and applications offered by Pixellu (collectively, the “Services”). The Services also specifically include any and all sound recordings made available for use by you as part of Pixellu SmartSlides® Software. Included in the Services are opportunities for users to influence and prioritize the refinement and enhancement of the functionality, performance, and features of existing Services and the design and development of future versions of the Services or altogether new products and services.
The Services are provided and made available subject to the terms and conditions contained in these Terms of Service (the “Terms”), which includes the End User License Agreement for Pixellu Software (see Section III below), as amended or revised from time to time, including through the incorporation of terms of instruments or addenda, without limitation. Section titles in these Terms are for convenience only and have no legal effect.
1. Binding Agreement. These Terms constitute a binding agreement between you and Pixellu. “You/you” and “users” shall mean all visitors and users of the Services. By accessing, using, downloading, browsing, or otherwise using any of the Services, you agree to follow and be bound by these Terms. If you do not agree to these Terms, you may not use the Services.
2. Eligibility. By using the Services, you represent and warrant that you are at least 18 years of age and have reviewed and now consent to the Terms. If you are under 18 years of age, then you affirm that you possess the legal consent of your parent or guardian to access and use the Services.
3. Additional Terms. We may require users to agree to additional, revised, or amended terms, rules, policies, guidelines, or other conditions of use (collectively, “Additional Terms”) in order to use particular products, services, and/or features, to license certain products available through the Services, and/or to receive or use some Services that we may offer from time to time. If there is any conflict between Additional Terms and these Terms, the Additional Terms will supplement or amend these Terms, but only with respect to the matters governed by the Additional Terms.
4. Revisions to Terms. Revisions, amendments, or addenda to these Terms become effective at the time of posting. You can determine when these Terms were last revised by referring to the “Effective Date” at the top and/or bottom of these Terms. You should visit this page periodically to review the most current Terms, as your continued use of the Services after a change to these Terms constitutes your binding acceptance of such revised Terms. If any change to these Terms is not acceptable to you, your sole remedy is to cease using the Services.
5. Changes to the Services. Pixellu reserves the right to make improvements and/or changes in the Services at any time, at our sole discretion and with or without notice. You agree that we are not liable to you or to any third party in any way for any modification, suspension, or discontinuance of all or some of the Services. Pixellu may limit the availability of the Services, in whole or in part, to any person, geographic area, or jurisdiction that Pixellu chooses, from time to time, and in our sole discretion.
7. Data Processing Addendum. Pixellu’s Data Processing Addendum (“DPA”), and any revisions or amendments thereto that might be made from time to time, is incorporated by reference into these Terms.
8. Permission to Use the Services. We grant you permission to use the Services subject to the restrictions in these Terms. Your use of the Services is at your own risk.
II. Pixellu Content Ownership and Use
1. Proprietary Rights. The Services contain material including, but not limited to, software, computer code, designs, text, graphics, animation, images, video, audio files, sound recordings including certain Master Recordings and Compositions for SmartSlides®, information, logos, button icons, and other content (collectively, the “Pixellu Content”). We may own the Pixellu Content or portions of the Pixellu Content may be made available to us through arrangements, including binding license agreements, with third parties. All Pixellu Content and the compilation (meaning the collection, arrangement, and assembly) of all Pixellu Content are protected by United States and foreign intellectual property laws. Unauthorized use of the Services, Pixellu Content or third party content may result in violation of copyright, trademark, trade dress, patent, and/or other rights and laws, and such violations may cause damage to both Pixellu and to third parties (including those with whom Pixellu has business arrangements for use of the Content in connection with the Services). Violations of the aforementioned rights and laws may cause significant and irreparable damage to Pixellu. Except as expressly authorized in writing by Pixellu or expressly permitted by these Terms, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, market, advertise, distribute, or create derivative works based (whether in whole or in part) on the Services or the Pixellu Content, in whole or in part.
2. Trademarks. The trademarks, service marks, and logos of Pixellu (the “Pixellu Trademarks”) used and displayed on the Services, including but not limited to SmartSlides®, are registered and unregistered trademarks or service marks of Pixellu. Other company, product, and service names used and displayed on the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and collectively with the Pixellu Trademarks, the “Trademarks”). Nothing on the Services or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Services without the prior written consent of the Trademark owner for each such use. The Trademarks may not be used to disparage Pixellu or the applicable third-party owner, any products or services of Pixellu or applicable third parties, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. Pixellu reserves all rights not expressly granted herein.
3. Limited License to You. Subject to these Terms, including as applicable the End User License Agreement for Pixellu Software below, Pixellu hereby grants to you a single-user, limited, revocable, non-exclusive, non-transferable non-sublicensable license to use the Services and Pixellu Content solely as made available by us and solely for the purposes permitted by these Terms. Except as expressly authorized by these Terms, you may not (and you may not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble, scrape, or otherwise attempt to discover any source code, or sell, assign, or otherwise transfer any right in the Services or Pixellu Content. This license is revocable at any time without notice and with or without cause. Except for those rights expressly granted in these Terms or any applicable Additional Terms, no other rights are granted, whether express or implied.
III. End User License for Pixellu Software
BY DOWNLOADING, ACCESSING, INSTALLING, OR USING ANY PIXELLU SOFTWARE, YOU AGREE TO ABIDE BY THESE TERMS AND THE SPECIFIC PROVISIONS OF THIS END USER LICENSE AGREEMENT (“EULA”). IF YOU DO NOT AGREE TO THESE TERMS AND EULA IN CONNECTION WITH YOUR USE OF PIXELLU SOFTWARE, DO NOT DOWNLOAD OR USE THE PIXELLU SOFTWARE OR DISCONTINUE SUCH USE IMMEDIATELY. THESE TERMS AND EULA ARE ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT OBTAINED THE PIXELLU SOFTWARE AND ON WHOSE BEHALF IT IS USED (E.G., YOUR COMPANY OR EMPLOYER) (“LICENSEE”).
1. Pixellu Software. The “Pixellu Software” includes but is not limited to (a) Pixellu or third party software files and other computer information available through the Pixellu Services, including SmartAlbums®, SmartSlides®, Cloud Proofing, and any mobile applications; (b) any Pixellu Content bundled with Pixellu Software; and (c) related explanatory written materials and files (“Documentation”).
2. License Grant for Pixellu Software. Subject to these Terms and EULA and any applicable payments or fees, Pixellu grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Pixellu Software, in executable object code form only, on up to two (2) computers owned or leased by Licensee, and solely for the purposes described by Pixellu for the Pixellu Software, in accordance with any Documentation that accompanies it.
3. Limited License Grant for Sound Recordings Library in Connection with SmartSlides® Software. Subject to these Terms and EULA and all additional applicable payments or fees, the License Grant for Pixellu Software may include grants to Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the certain master recordings and compositions (the Sound Recordings Library) identified herein, in synchronization or timed relation with Pixellu SmartSlides® software, subject to the limitations otherwise applicable to all other Pixellu Software, and solely for the purposes described by Pixellu for the Pixellu Software, and in accordance with any Documentation that accompanies it.
4. Restrictions. Licensee understands and agrees that Licensee shall only use the Pixellu Software in a manner that complies with the terms hereof, and any and all applicable laws and restrictions in the jurisdictions in which Licensee uses the Pixellu Software. Consistent with the section entitled “Rules of Conduct” below, Licensee may not:
a. Modify, disassemble, decompile, translate, scrape, or reverse engineer the Pixellu Software, or any portion thereof, except to the extent that such restriction is expressly prohibited by law;
b. Create derivative works based on the Pixellu Software in whole or in part and in any form;
c. Use the Pixellu Software for any purpose except as permitted by these Terms;
d. Sell, lease, rent, assign, license, share, host, disclose, perform, broadcast, distribute, or otherwise transfer or make available any Pixellu Software or any copy thereof, in whole or in part and in any form, to any third parties;
e. Remove or alter any proprietary notices or marks on the Pixellu Software or any portion thereof;
f. Release the results of any performance or functional evaluation of the Pixellu Software to any third party without prior written approval of Pixellu for each such release;
g. Attempt unauthorized access to any other Pixellu systems that are not part of the Pixellu Software;
h. Pixellu SmartSlides® Software and the Sound Recordings. In addition to the above restrictions, use of the SmartSlides® Software, or any of the Sound Recordings, in whole or in part, for any purpose outside the limited scope granted herein (i.e., in synchronized relation with Pixellu SmartSlides® Software as otherwise authorized herein) is prohibited. For clarity:
1. Pixellu SmartSlides® Software and Sound Recordings may only be used in connection with your authorized SmartSlides® Created Content, including wedding-related photographs, slideshows, and videos created by you (a) for use in advertising, marketing, promotion of your services to End Consumers, or (b) your sale of wedding-related photographs, slideshows, and videos to End Consumers for private use only. End Consumers are not granted the right to use the Sound Recordings for commercial or outside work(s) that is not produced within Pixellu.
2. No sound-only records produced pursuant to the said license are to be manufactured, sold and/or used separately from authorized SmartSlides® Created Content; this is a license to use the Sound Recordings only with respect to the Production and Usage/Timing referred to above. This license does not include the right to alter the fundamental character of the music of the Sound Recording, to use the title or subtitle of the Sound Recording as the title of Your SmartSlides® Created Content, or to use the story of the Sound Recording as the story of Your SmartSlides® Created Content.
3. No right of performance with respect to the Sound Recordings is conveyed herein. Public performance of the SmartSlides® Created Content in synchronization with the Sound Recordings by means of public dissemination throughout the Territory is strictly prohibited; such public performance shall require further maintenance or procurement by each exhibiting entity (such as a network, local station, theater, website or disseminator) of valid performing license(s) with respect to the Composition (e.g., ASCAP/BMI/SESAC), and with respect to the Master Recording (e.g, SoundExchange). Such public performance rights are not granted herein, and you represent, warrant and agree that you understand that such rights are not granted herein as they must be separately obtained, providing publisher credit with respect to the Composition and Master Recording, and providing appropriate songwriter credit to Composer.
5. Permitted Number of Copies. Licensee may concurrently install the Pixellu Software on up to two (2) computers owned or leased by Licensee for use solely by one user associated with Licensee, unless otherwise expressly permitted under a valid volume license granted by Pixellu, to which Additional Terms will apply. If Licensee has more than one user, you must obtain a volume license by contacting Pixellu using the contact information provided at the end of this Agreement. Licensee may deactivate installation of a licensed copy of Pixellu Software on a device to activate and reinstall on another device via Licensee’s Pixellu account. Licensee understands and agrees that Pixellu is not responsible for any loss of data in connection with activation or deactivation of Pixellu Software. Licensee acknowledges and agrees that Pixellu may remotely monitor the number of active copies of Pixellu Software.
6. Software Updates. This EULA does not entitle Licensee to any support, upgrades, patches, enhancements, or fixes for the Pixellu Software. However, Licensee acknowledges and agrees that Pixellu may from time to time develop and offer patches, bug fixes, updates, upgrades, and other modifications to improve the performance of the Pixellu Software and related Services. Any such updates that may be made available by Pixellu and downloaded, manually or automatically, by Licensee shall become part of the Software and subject to these Terms.
7. Trial Versions and Beta Features. If Licensee registered for a trial use of the Pixellu Software (“Trial Period”), Licensee must decide to purchase a full version of the Pixellu Software within the Trial Period in order to retain any User Content (defined below) that was uploaded, posted, or entered into the Pixellu Software or created within the Software data file during the Trial Period. Licensee acknowledges and agrees that if Licensee does not purchase a full version of the Pixellu Software, Licensee will not be able to access or retrieve any User Content added or created with the Pixellu Software during the Trial Period, and Pixellu is not responsible for any liabilities arising out of or relating to loss of such User Content.
If Licensee registered for a beta version or a product, it is understood that the beta software, documentation, and any updates may contain errors and are provided for limited evaluation only. The beta software, the documentation, and any updates are provided “as is” without warranty of any kind, whether express, implied, statutory, or otherwise. Pixellu does not make any, and expressly disclaims all, warranties whether oral or written, express, implied, statutory or arising by usage of trade or course of dealing, including, without limitation, any warranties of merchantability, title, non-infringement and fitness for a particular purpose. Licensee acknowledges and understands that: (a) the beta product and beta test materials are still in development, are experimental in nature, and will be undergoing testing; (b) the operation thereof will not be uninterrupted or error-free; (c) that any research or development that you perform regarding the beta software or any product associated with the beta software is done entirely at your own risk; (d) it is unreasonable for you to rely upon the functionality of the beta software or related product beyond the limited scope provided for herein, and (e) you waive any claims for damages against Pixellu arising from your use of the beta software or related products. In addition, you acknowledge and understand that the beta software may contain features, functionality or modules that will not be included in the production version of the beta software, if released, or that will be marketed separately for additional fees.
8. Fees. Licensee shall pay Pixellu the license fees for the Pixellu Software as set forth on the Pixellu website at https://pixellu.com/, including, but not limited to, upfront, incremental, and/or annual license fees, and any support fees if Licensee requests updates or support from Pixellu, according to the section of these Terms entitled “Payment Terms” below.
9. Term and Termination of the Pixellu Software End User License. The end user license for Pixellu Software granted by these Terms are effective on the date Licensee first uses the Pixellu Software and shall continue for as long as Licensee pays any applicable fees, if any, unless the license is otherwise terminated under this section. Pixellu may terminate an end user license to Pixellu Software at any time if Licensee fails to comply with these Terms. Upon termination of these Terms or an end user license for any reason, Licensee shall destroy and remove from all devices and storage media all copies of the Software.
10. Compatibility. Licensee acknowledges that it has verified the compatibility of the Pixellu Software with other required equipment (e.g., ensuring that your device and/or operating system is compatible Software). Licensee is solely responsible for determining the compatibility of the Pixellu Software with any other equipment, and accepts sole responsibility for any claims or issues arising out of or in connection with incompatibility of Pixellu Software with any intended purpose or other equipment.
11. Storage Limits. There are storage limitations for any Services that require hosting by Pixellu. These limitations are in place in order to prevent abuse of these Services. They are designed in such a way that under average use of the Service, the Licensee should not reach these limits. Product specific storage limitations are outlined below. If you will require more storage space, you must obtain a volume license by contacting Pixellu using the contact information provided at the end of this Agreement. Pixellu does not guarantee that additional limits will be provided, but Pixellu will seek to accommodate your request.
a. Cloud Proofing. Storage space is limited to 50GB (fifty gigabytes) total.
b. SmartSlides®. Storage space is limited to 3GB (three gigabytes) per slideshow total. This includes: 1) uploaded images 2) video download 3) all stored images 4) music uploads.
IV. Access to the Pixellu Services and Account Information
1. Registration, Usernames, and Passwords. Users may be required to register with Pixellu in order to access certain aspects or areas of the Services. With respect to any such registration, Pixellu may refuse to grant a user permission to register under a specific username or email address for any reason, at our sole discretion. Users are responsible for maintaining the confidentiality of any password used to access the Services, and agree not to transfer such password or username, or lend or otherwise transfer use of or access to the Services, to any third party. Users are fully responsible for all interaction with the Services that occurs in connection with their specific username or password.
If you have any reason to believe that any unauthorized use of your username or password or any other breach of security related to your account has occurred, you agree to immediately notify Pixellu by e-mail to email@example.com. Pixellu is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.
V. Payment Terms
1. Payment Terms. For Pixellu Software or Services licensed on a payment or subscription basis, the following terms apply, unless Pixellu otherwise notifies you in writing. Additional Terms may appear in the program ordering or at the time of purchase.
a. Payments will be billed to you in U.S. Dollars, and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in any Additional Terms.
b. Payment must be made with one of the following payment methods: valid credit or debit card, checking or savings account number, or other payment option approved by Pixellu in writing.
c. You agree to keep your Personal Information and payment method information accurate, current, and complete at all times. Pixellu reserves the right to immediately suspend or terminate your account, terminate or suspend your Software license, or refuse any further use of the Software in connection with inaccurate, incomplete, or outdated information.
2. Subscription Renewal Terms. When you subscribe to any Pixellu Service that requires a fee, your payment method will be charged upon signing up for the applicable Service and again at regular intervals applicable to your subscription. Pixellu will automatically renew your monthly, quarterly, bi-annual, annual or any other subscription at the then-current rates, as required for you to maintain access to a Service or Software, unless your license to such Service or Software is cancelled or terminated under these Terms.
3. Subscription Cancellation and Refunds. You can cancel subscription Services at ANYTIME with NO PENALTY if you are NOT on a contract plan. Please be aware, however, THERE ARE NO REFUNDS FOR PURCHASES OF ANY SERVICES, FOR ANY REASON.
To suspend, cancel or inquire about your account, email firstname.lastname@example.org. In the event that Pixellu suspends or terminates your account, a Service, or these Terms, you understand and agree that you shall not receive a refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your account, or for anything else.
VI. Information and User Content Submitted Through the Services.
2. User Content Submitted Through the Services. The Services provide you with the ability to create, post, or share content, including but not limited to photos, data, text, files, software, sound, videos, graphics, artwork, ideas, opinions, and comments (collectively, “User Content”) with others.
3. You Must Have Rights to the User Content You Post. You represent and warrant that: (i) you own the User Content posted by you on or through the Services or otherwise have the right to grant the license set forth in these Terms; (ii) the posting and use of your User Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person; and (iii) the posting of User Content on the Services does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees and any other monies owed to any person by reason of User Content you post on or through the Services. Specifically, you represent and warrant that you have obtained the consent of every identifiable individual who appears in your User Content to use such individual’s likeness, for purposes of using and otherwise exploiting the User Content in the manner contemplated by these Terms, or, if any such identifiable individual is under the age of eighteen (18), you have obtained such consent from the individual’s parent or guardian (and you agree to provide to us a copy of any such consents, releases, and/or permissions upon our request).
4. Pixellu SmartSlides® Software and Sound Recordings. To the extent that your User Content shall contain or use any audio, including sound recordings other than the Sound Recordings licensed subject the Pixellu SmartSlides® Software and Sound Recordings Library provided herein from Pixellu’s various music providers (User Provided Audio), you represent and warrant that: (i) you own or otherwise have all rights necessary to use such User Provided Audio used or posted by you on or through the Services or otherwise have the right to grant the license set forth in these Terms; (ii) the posting and use of your User Provided Audio on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity; and (iii) the posting or using User Provided Audio on or with the Services does not result in a breach of contract between you and a third party. You agree to pay for all royalties, fees and any other monies owed to any person by reason of User Provided Audio you post on or through the Services. You agree to immediately respond to any notice you receive to cease and desist using any User Provided Audio by removing such User Provided Audio from your User Content and immediately notifying Pixellu. You agree to defend, indemnify, save and hold Pixellu harmless from any and all loss, damage, liability and other expense (including anticipated and actual court costs, expenses and reasonable attorneys’ fees) arising out of, connected with or as a result of any inconsistency with, failure of, or breach or alleged breach by you of any warranty, representation contained in this Agreement or otherwise arising from violation of this Agreement.
5. Pixellu’s Rights in Your User Content. Pixellu claims no ownership or control over your User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the User Content you post on or through the Services. You are responsible for protecting those rights. You grant Pixellu, and third party service providers or business partners that facilitate the Pixellu Services, a worldwide, non-exclusive, transferable, royalty-free, perpetual, irrevocable right and license, with right of sublicense to use, reproduce, distribute, create derivative works of and publicly display all User Content in connection with the production or provision of any product or service you request or to show you how your User Content might appear through the Services. For example, when you prepare an album for printing, we will prepare, manipulate (if necessary), and transmit your User Content for production, packaging, and/or shipment. Copies of your User Content may persist in backup files, but will not be available to others. Pixellu reserves the right to refuse to accept, post, display, or transmit any User Content in its sole discretion. Please note that, while you retain ownership of your User Content, any template or layout, such as custom templates within SmartAlbums®, in which you arrange or organize such User Content through tools and features made available through our Services are not proprietary to you, and the rights to such templates or layouts will remain with Pixellu.
Further, you grant Pixellu a worldwide, perpetual, irrevocable, royalty-free, and non-exclusive license, as applicable, to copy, distribute, reproduce, modify, adapt, publicly display, create derivative works from, incorporate, and otherwise use your User Content for any purpose in connection with our business, the Services, and/or the promotion or marketing thereof. Pixellu is entitled to assign or sublicense all or a portion of this license in its entirety, without payment to you. You acknowledge and agree that in connection with this license, (a) Pixellu has the right to arrange the posting of User Content in any way it desires; (b) Pixellu has no obligation to provide you with any credit when using your User Content, but in the event Pixellu chooses to provide you with credit, the size and placement of the credit is at Pixellu’s sole discretion; (c) any "moral rights" in your User Content have been waived; and (d) you are not entitled to any compensation or other payment from us in connection with use of your User Content. Notwithstanding the above, we will not make use of any of your User Content in a manner that is inconsistent with the Privacy Settings that you establish for your Pixellu account. Furthermore, Pixellu may use User Content for marketing purposes to cross-promote Pixellu’s various products. For example, Pixellu may use your images from Cloud Proofing to build a slideshow for your viewing within SmartSlides®.
6. Other Users’ Permission to Use Your User Content. If you choose to make your User Content available to others through the Services, such as by sharing an album through Cloud Proofing, you acknowledge and agree that you have granted such other users permission to access that User Content and that Pixellu is not responsible for any actions taken with respect to that User Content by any other user.
7. Content from Other Users. You understand and agree that you will not obtain, as a result of your use of the Pixellu Services, any right, title, or interest in or to others’ User Content delivered via the Pixellu Services or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets, or other rights) in the content. Except as provided within these Terms, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any User Content or Pixellu Content appearing on or through the Pixellu Services.
8. No Confidentiality and How to Share an Idea. Except for information necessary to place an order or make use of the Services, you may not submit or share confidential or proprietary information or trade secrets through the Services. If you wish to share an idea or suggestion with us, you must submit the idea to us at email@example.com. By submitting an idea or suggestion, you grant us an irrevocable and unrestricted license to use, modify, reproduce, transmit, display, and distribute it for any purpose whatsoever, with no payment or other compensation to you.
VII. User Content Disclaimers, Limitations and Prohibitions
1. Interactions with Other Users or Third Parties. The Services may enable or facilitate communications between you and other users or third parties. As a neutral facilitator, we are not directly involved in the actual transactions and/or communications between you and other third parties. We have no control over the truth, accuracy, quality, legality, offensiveness, or safety of content or other postings made by other users or third parties. You shall at all times exercise common sense and good judgment when dealing with any other users or third parties through the Services. You are solely responsible for your involvement with other users and third parties and assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party and to not involve Pixellu in such disputes. We reserve the right, but have no obligation, to monitor disagreements between any users of the Services.
2. You are Responsible for Your User Content. You are solely responsible for your User Content on the Services. Pixellu does not endorse, nor is it responsible for, any User Content on the Services. You assume all risks associated with your User Content, including anyone’s reliance on its quality, accuracy, or reliability. You may expose yourself to liability if, for example, your User Content contains material that is false, intentionally misleading, or defamatory; violates third-party rights; or contains material that is unlawful, offensive, or advocates the violation of any law or regulation.
3. Rules of Conduct. While using the Services you will comply with all privacy, data protection, intellectual property, and other applicable laws. In addition, Pixellu expects users of our Services to respect the rights and dignity of others. Your use of the Services is conditioned on your compliance with the rules of conduct set forth in this section; any failure to comply may also result in termination of your access to the Services.
You understand, acknowledge, agree and warrant that you may not and that you will not:
• Post, transmit, or otherwise make available through or in connection with the Services anything that is or may be: (a) threatening, harassing, degrading or hateful; (b) defamatory; (c) fraudulent or tortious; (d) obscene, indecent, or otherwise objectionable to the person with whom you share; or (e) protected by copyright, trademark or other proprietary right without the express prior consent of the owner of such right.
• Post, transmit, or otherwise make available through or in connection with the Services any material that would give rise to criminal or civil liability or that encourages conduct that constitutes a criminal offense.
• Use the Services to post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letter,” “pyramid scheme” or investment opportunity, or any other form of solicitation.
• Use the Services to advertise or offer to sell or buy any goods or services except as permitted by these Terms or contemplated by the Services or with Pixellu’s express prior written consent.
• Use the Services for any fraudulent or unlawful purpose.
• Harvest or collect Personal Information about other users of the Services without such other users’ consent.
• Impersonate any person or entity, including any representative of Pixellu or its affiliates or business partners; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that Pixellu endorses any statement you make.
• Interfere with or disrupt the operation of the Services or the servers or networks used to make the Services available; or violate any requirements, procedures, policies or regulations of such networks.
• Restrict or inhibit any other person from using the Services (including by hacking or defacing any portion of the Services).
• Reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services (including any Content, product, service and other materials available through the Services), except as permitted by these Terms or contemplated by the Services or with Pixellu’s express prior written consent.
• Modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the Services (including any content and other materials available through the Services to which you do not have ownership or rights), except as and solely to the extent expressly authorized under applicable law overriding any of these restrictions.
• Remove any copyright, trademark or other proprietary rights notice from the Services or content and other materials originating from the Services.
• Frame or mirror any part of the Pixellu Services without Pixellu’s express prior written consent.
• Create a database by systematically downloading and storing all or any Pixellu Content or User Content to which you do not have ownership or rights.
• Upload, post, or transmit to the Services any virus, worm, Trojan horse or other malware or computer code, file, or program that is harmful or invasive or may or is intended to damage or hijack the operation of any hardware or software.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Services, without Pixellu’s express prior written consent.
4. User Content May Appear Differently on Different Devices or in Different Formats. You understand and agree that User Content may appear differently on different devices or in different formats. For example, colors of User Content may vary from one device to the next, and User Content on a digital screen may appear slightly different when printed to paper. Pixellu is not responsible for any variations in User Content on different devices or in different formats.
VIII. Copyright Policy
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials posted on the Services infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice.
Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov/ for details. Notices and counter-notices with respect to the Services should be sent to Pixellu at:
4616 25th Ave NE #255
Seattle, WA 98105
IX. Third Party Disclaimers
If you opt to integrate or use Third Party Integrated Services with the Services, they may gain access to certain information that you have provided to Pixellu, including Personal Information. Please remember that the manner in which Third Party Integrated Services use, store, and disclose information is governed solely by the policies of such Third Party Integrated Services, and Pixellu has no liability or responsibility for the privacy practices or other actions of any Third Party Integrated Service that may be enabled within the Services. In addition, we are not responsible for the accuracy, availability, or reliability of any information, content, goods, data, opinions, advice, or statements made available in connection with Third Party Integrated Services. For example, while Pixellu may try to provide information through the Services about a particular printer’s formatting specifications, such specifications can vary at any time without notice to Pixellu or to users of Pixellu Services. As such, we are not liable for any damage or loss related to or arising out of the use of or reliance on any Third Party Integrated Services. We enable these features merely as a convenience to our users.
2. Third-Party Links and Services. In addition to the Third Party Integrated Services described in these Terms above, the Services may contain links to third-party websites or services (collectively, “Third Party Links and Services”). Third Party Links and Services are not under the control of Pixellu, and Pixellu is not responsible for the contents of or any changes or updates to any Third Party Links and Services. Pixellu is not responsible for any form of transmission received from any Third Party Links and Services. Pixellu is providing any such Third Party Links and Services to users only as a convenience, and the inclusion of such Third Party Links and Services does not imply endorsement by Pixellu of such Third Party Links and Services or any associated products or services. You agree that your use of Third Party Links and Services, including without limitation, your use of any content, information, data, advertising, products, or other materials on or available through such websites and resources, is at your own risk and is subject to the terms and conditions of use applicable to such Third Party Links and Services.
1. Electronic Notices. By using the Services or providing Personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Services. If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Services or sending an email to you. You may have a legal right to receive this notice in a paper or hard copy format. To receive free written notice of a security breach in a paper or hard copy format (or to withdraw your consent from receiving electronic notice), please notify us at firstname.lastname@example.org.
2. Customer Support, Feedback and Input, and Surveys. We seek to support your effective and creative use of the Services and to improve, refine, and enhance the quality and capabilities of the Services. As part of providing the Services, we also provide the opportunity for you to influence and prioritize which enhancements to Services we will make and the design and engineering of future products and software. Accordingly, as part of our operations to support your use of the Services and utilization of your insights and experiences to enhance the Services, we may, from time to time, as part of performing these Terms, communicate with you via email or other means to provide, without limitation, demonstration videos showcasing a functionality features, including features that might be used on a trial basis, tips or advice regarding use of the services, and queries regarding user support. Our communications addressing the functionality and features of the Services are based, in part, on a combination of our engineering and research, user inquiries, and feedback, and our responses to surveys and questionnaires. To ensure that we obtain relevant information concerning user experiences with the Services, we may, from time to time, send surveys or questionnaires to you. But using or continuing to use the Services, you consent to our sending to you the above-mentioned communications regarding Services feedback, product tips and instructions, and support and surveys.
XI. Monitoring and Consequences of Violating These Terms
1. Monitoring. Pixellu reserves the right, but has no obligation, to monitor use of the Services and/or any activities conducted through or in any way related to the Services. Pixellu may review and remove any User Content at any time for any reason, including activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Services.
2. Termination. Pixellu reserves the right, in its sole discretion, to restrict, suspend or terminate your account and your access to all or part of the Services for any reason. We reserve the right to restrict, suspend or terminate your account and your access to all or part of the Services in the future. You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Services.
XII. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES
1. Disclaimer of Warranties. PIXELLU AND/OR ITS PARENTS, SUBSIDIARIES, AFFILIATES AND LICENSORS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (COLLECTIVELY, THE “COMPANY PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SERVICES, PIXELLU CONTENT, OR ANY USER CONTENT FOR ANY PURPOSE. THE COMPANY PARTIES DO NOT WARRANT THAT THE SERVICES, PIXELLU CONTENT, OR ANY USER CONTENT WILL MEET ANY REQUIREMENTS OR NEEDS YOU MAY HAVE, OR THAT THE SERVICES WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED MANNER, OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED.
THE COMPANY PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE PIXELLU CONTENT OR ANY USER CONTENT, INCLUDING BUT NOT LIMITED TO ITS TRUTH, ACCURACY, COMPLETENESS, TIMELINESS, OR RELIABILITY. THE COMPANY PARTIES SHALL NOT BE LIABLE FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF THE PIXELLU CONTENT OR ANY USER CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN.
YOU AGREE THAT YOU USE THE SERVICES, PIXELLU CONTENT, OR ANY USER CONTENT AT YOUR OWN RISK AND THAT THE SERVICES, PIXELLU CONTENT, OR ANY USER CONTENT ARE OFFERED ON AN “AS IS” BASIS AND NO WARRANTY, EITHER EXPRESS OR IMPLIED IS GIVEN. YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR PRINTED ALBUM OR CREATED SLIDESHOW OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE SERVICES OR ANY CONTENT. THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES, SO THEY MAY NOT APPLY TO YOU.
2. Limitation of Liability. IN NO EVENT SHALL THE COMPANY PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF INFORMATION YOU HAVE PROVIDED IN CONNECTION WITH YOUR USE OF THE SERVICES, OR UNAUTHORIZED INTERCEPTION OF ANY SUCH INFORMATION BY THIRD PARTIES, WHETHER IN AN ACTION OF EQUITY, CONTRACT, NEGLIGENCE, TORTIOUS ACTION, OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES OR CONTENT, EVEN IF ADVISED IN ADVANCE OF SUCH DAMAGES OR LOSSES. IN PARTICULAR, AND WITHOUT LIMITATION, THE COMPANY PARTIES WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES OR FROM ANY CONTENT POSTED ON THE SERVICES BY PIXELLU OR ANY THIRD PARTY. YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES. THE MAXIMUM LIABILITY OF THE COMPANY PARTIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT, IF ANY, PAID BY YOU TO PIXELLU TO ACCESS AND USE THE SERVICES.
THESE LIMITATIONS AND EXCLUSIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OF DAMAGES AND/OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN SUCH JURISDICTIONS, THE LIABILITY OF THE COMPANY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
3. Indemnification. You agree to defend, indemnify, and hold harmless the Company Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of these Terms or your access to, use, or misuse of the Services, Pixellu Content, or User Content. The Company Parties shall provide notice to you of any such claim, suit, or proceeding. The Company Parties reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests to assist the Company Parties in defense of such matter, including payment to the Company Parties of any and all reasonable attorney fees and legal costs incurred in connection with responding to any such matter.
XIII. Miscellaneous Terms
1. Compliance with Applicable Laws. Pixellu is based in the United States. Pixellu makes no claims concerning whether the Services, Pixellu Content, or any User Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Services, Pixellu Content, or any User Content from outside the United States, you do so at your own risk. Whether inside or outside the United States, you are solely responsible for ensuring compliance with the laws and regulations of your specific jurisdiction.
The United States controls the export of products and information. You expressly agree to comply with such restrictions and not to export or re-export any of the Services, Pixellu Content, or any User Content to countries or persons prohibited under the export control laws. By downloading any Services, Pixellu Content, or any User Content, you are expressly agreeing that you are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. You are solely responsible for compliance with the laws of your specific jurisdiction regarding the import, export, or re-export of the Services, Pixellu Content, or any User Content.
2. General. These Terms constitute the entire agreement between you and Pixellu with respect to our Services and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Pixellu with respect to the Services. Any failure to enforce any provision of these Terms shall not constitute a waiver thereof or of any other provision hereof. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. Pixellu will not be responsible for failures to fulfill any obligations due to causes beyond its control.
3. Governing Law and Arbitration Provision. These Terms and the relationship between you and Pixellu shall be governed by the laws of the state of Washington without regard to any conflict of law provisions or principles. Before instituting any legal action concerning the Company Parties or these services, you agree to first contact Pixellu at email@example.com regarding any claim or controversy arising out of or relating to these Terms or your use of the Services and that you may not institute any proceeding until at least sixty (60) days after making such contact. You agree that regardless of any statute or law to the contrary, you must file any such claim within one (1) year after such claim arose or it is forever barred. You and Pixellu agree to submit to the personal and exclusive arbitration of any and all disputes relating to your use of the Services under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in Seattle, Washington. You covenant not to sue Pixellu in any other forum. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. You agree that Pixellu may recover reasonable attorneys’ fees from you if Pixellu prevails in an action for injunctive relief against you.
4. Class Waiver and Waiver of Jury Trial. Any proceedings to resolve or litigate any dispute in any forum with respect to these Terms or the Services will be conducted solely on an individual basis. Neither you nor the Company Parties will seek to have any such dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You agree to waive your right to a jury trial in connection with any dispute relating to these Terms or your use of the Services. If this class action waiver or waiver of jury trial is found to be illegal or unenforceable as to all or some parts of a dispute, then this section will not apply to those parts.
Subscription Licensing Agreement Terms and Conditions
Subscription Licensing Agreement Terms and Conditions section is an addition to the full Terms of Service and End User License Agreement found above. If there are any conflicts, the Subscription Licensing Agreement Terms and Conditions amendment shall take precedence. Pixellu offers discounted payment plans if a User commits to a specific period of time. This commitment is synonymous to a contract and the two words are used interchangeably throughout this agreement.
Your subscription starts on the day and time of your purchase. Your subscription renews on the same date and time of the following billing cycle, depending on the payment plan you selected.
Some products offer you two payment options:
Option 1) You can choose to pay a discounted monthly rate by committing to a specific period of time.
Option 2) You can choose to pay month-to-month at the regular full price.
With each option, you pre-pay for the service. Thus, you pay to use the service.
Cancellation & Penalty
All subscriptions renew automatically. Contact Pixellu before your existing plan cycle ends in order to cancel.
• Contact Pixellu before your existing plan ends in order to cancel.
• If you cancel prior to renewal date, your plan will not renew automatically, no refund will be issued but you will have access to the service through the pre-paid date.
• No-commitment (Month-to-Month) plans can be cancelled at any time. User’s access to SmartSlides® will remain until the pre-paid date. No refund will be given.
• An annual plan can be cancelled with a fee equal to 50% of the remaining term balance.
SmartAlbums® or SmartAlbums® with Cloud Proofing or Bundle(s)
• Contact Pixellu before your existing plan ends in order to cancel.
• An annual plan can be cancelled with a fee equal to 50% of the remaining term balance.
If you commit to an annual plan paid monthly, you are agreeing to pay 12 sequential monthly payments at the discounted rate offered with an annual commitment. Should at any point you decide to cancel your commitment, unsubscribe prematurely, or fail to make a payment for any reason, your license will be deactivated immediately and you will be charged a penalty. The penalty will be equal to half of your remaining term payments. For example, if you fail to pay after 6 months of subscribing, your license will be deactivated and you will be charged a one-time fee equal to 3 months of payments.
To cancel your subscription, email firstname.lastname@example.org. Cancellation requests must be received before your current term expires. If you are on a contract, you must contact us before your current contract expires. If you are on a month-to-month basis, you must contact us before your current month ends.
Subscriptions are NOT prorated. If you send a request to cancel once a new period has started, you will be charged for that period and your subscription will end the following period. Partial refunds will NOT be offered.
All subscriptions renew automatically.
Annual plans that are paid monthly will be billed monthly at the agreed-to rate. The commitment will renew automatically at the end of your term at that time’s market rates, which might be higher than the existing rates. It is the user’s responsibility to ensure that they are familiar with and agree to the market rates prior to the commitment renewal period. Renewal dates are subject to change, but you will be notified in advance.
Annual contracts renew once a subscription plan renews automatically. A new contract is established when a plan is switched from one tier to another. For example, if you are subscribed to SmartSlides® and half way through your annual plan switch from a middle tier plan to a top tier plan, you will enter into a new annual commitment for the top tier plan from the date and time of your switch.
Month-to-month subscriptions are subject to price change at any time without prior notice.
Pixellu reserves the right to alter the terms of these agreements at any time at its sole discretion. If any of these terms are altered, Pixellu will communicate these changes on its website, social media channels, or through email. It is the user’s responsibility to monitor these channels for Pixellu’s communications.
• You can switch plans after your existing plan period ends (one year or six months). You cannot upgrade or downgrade a plan once you started on a particular plan. Thus, you must contact Pixellu prior to your existing term expiring and request a different plan for your renewal.
• If user is on a no-commitment plan, user can switch to any other plan.
• If user is on an annual plan, user can switch only to another annual plan. When an annual plan is switched, the annual commitment starts from the day of the switch.
• To switch plans, contact email@example.com
SmartAlbums® or SmartAlbums® with Cloud Proofing or Bundle(s):
• User can switch only to another annual plan. When an annual plan is switched, the annual commitment starts from the day of the switch.
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Seattle, WA 98105