GENERAL TERMS & CONDITIONS OF USE
FOR PIXOFIX SERVICE
LAST UPDATED: APRIL 24 2019
1.1 Offers by Pixofix shall be understood to be non-binding. An Agreement becomes
subject to Pixofix's confirmation of a Client's acceptance of an Offer. Pixofix starting to
the Service shall be considered as a confirmation.
1.2 Offers which are not accepted become invalid after the expiration of thirty days
they were made and/or published on the Website, unless otherwise indicated in the Offer or
1.3 The Client shall provide accurate and complete information to Pixofix, including
to the Images and the Client specifications for the Materials upon which information Pixofix
its Offer and the details for creation of the Client's Account. If the aforementioned
proves to be inaccurate or incomplete, Pixofix will have the right to amend its Offer or to
terminate the Agreement.
1.4 Amendments or additions to the agreed Service at the request of the Client may
place with the written consent of Pixofix. Pixofix is not obligated to implement an
addition and may require a separate written agreement to be concluded in respect thereof.
1.5 Pixofix will only provide its Services:
- 1.5.1 with regard to the supported file types, which file types are displayed
or specified in the Agreement;
- 1.5.2 If the Images are submitted by means of one of the approved methods of
which are listed on the Website or in the Agreement.
- 1.5.3 If the Client uses one of the approved payment methods, which are
Website or in the Agreement; and
- 1.5.4 If the submitted Images are of the quality of the then-current industry
1.6 If Pixofix is not able to provide the Service due to the Client's failure to
conditions for the provision of the Service by Pixofix set forth in clause 1.5 of these
Conditions, Pixofix will so notify the Client. Pixofix cannot be held liable for failure to
the Service in those circumstances.
1.7 If there are amendments or additions which result in a change to the scope of the
Service, for example through additional work, the extra activities arising therefrom will be
paid for in accordance with the then-current rates of Pixofix, unless otherwise agreed to in
writing. In so far as a fixed price has been agreed for the Service, Pixofix will inform the
Client about the additional charges of the extra activities as referred to in this article.
1.8 The Client acknowledges and agrees that Pixofix, notwithstanding clause 22.1 of
Terms and Conditions, will be permitted to engage its Service Network for the provision of
the Service, subject to the terms and conditions of the Agreement.
- 2.1 For best results, please submit images that meet Pixofix’s guidelines for
format. Pixofix works diligently to make sure the edited images it returns to You are the
our customers have come to expect from Pixofix.
- 2.2 Pixofix will provide the Service on the basis of a reasonable endeavor’s
- 2.3 Pixofix will, subject to the Agreement, use its reasonable endeavors to provide
the Client within the agreed time frame either:
- 2.3.1 after the Client's acceptance of the Offer made by Pixofix following a
of the Images by the Client and Pixofix's assessment of those Images; or,
- 2.3.2 after successful submittal of the Images by the Client.
- 2.4 Notwithstanding clause 2.3 of the Terms and Conditions, the Client understands
that the turnaround time depends on several circumstances, such as the number of Images
the Client, the quality of the Images and any additional information provided by the Client.
despite the reasonable endeavors of Pixofix, Pixofix fails to provide the Materials in
with clause 2.3 of these Terms and Conditions, Pixofix will endeavor, as an exclusive remedy
Client, to provide the Materials within the revised agreed time frame.
- 2.5 All delivery dates in relation to the Service issued by Pixofix are estimates
may not suspend its payment obligation if the anticipated time of delivery is exceeded by
The Client accepts that additions or amendments demanded to the agreed Service by the Client
influence the turnaround time and the reciprocal responsibilities of Pixofix and the Client.
fact that additional work arises during the provision of the Service as a result of the
demanding such additional work will not entitle the Client to cancel or terminate the
- 2.6 The Materials as provided by Pixofix shall be deemed to be in conformity with the
the Materials substantially meet the specifications in the accepted Offer or the
described in the Agreement. If the Materials do not substantially meet the applicable
specifications, the Client is, as an exclusive remedy and subject to clauses 2.7 and 2.8 of
Terms and Conditions, entitled to request Pixofix to re-execute the relevant Service at no
additional costs by rejecting the relevant Material. The Client understands and accepts,
that the quality of the delivered Materials depends on, among other things, the quality of
Images provided by the Client. Pixofix is therefore free to decide whether re-executing of
Service will result in Materials of a higher level of conformity. If, at Pixofix's sole
the level of conformity of the delivered Materials cannot be improved, Pixofix shall not be
obligated to re-execute the Service and the Client shall pay the fee for the Material in the
- 2.7 The Client's right to request Pixofix to re-execute the Service will lapse after
following notification by Pixofix of delivery of the Materials. Upon the Client's download
other use of the Materials or lapse of the 7 days' period, the Materials will be deemed to
accepted and to be in conformity with the Agreement.
- 2.8 Pixofix shall be entitled to charge an additional fee to the Client if
requires Pixofix to make additions to or to amend the agreed Service in order to achieve a
level of conformity of the Material.
3. Access to the Service
- 3.1 In order to create an Account and to use the Service, the Client is required to
its contact details via the Website, after which submission an Account is created on behalf
of the Client. After accessing its Account with its Login Details, the Client will be able
to submit Images and to retrieve Materials. For making payments to Pixofix, the Client will
be redirected to the payment service provider of Pixofix or, if so agreed, Pixofix shall
send an invoice.
- 3.2 After the Service has been rendered, the Materials will be made available through
of the Client. An e-mail will be sent to the Client upon delivery of these Materials.
not accept any liability concerning the correct reception of this notification e-mail and
therefore advises the Client to regularly check its Account in order to retrieve the
Service shall be deemed to have been completed by Pixofix at the moment the Materials are
available in the User's Account.
- 3.3 The Client shall be responsible at all times for all the use made of the Service
applicable, the Pixofix Systems and Software with the Login Details, including use by third
whether authorized or unauthorized. As soon as the Client knows or has reason to suspect
Details have come into the hands of an unauthorized party, the Client must promptly notify
thereof, without prejudice to the Client's own obligation to take effective measures,
not limited to, where applicable, changing the Login Details.
3.4 The Client accepts that the Website and, if applicable, the Pixofix Systems and
contain the functionalities and information that are present at the moment of use ("as is"
Pixofix shall in no way whatsoever be liable to the Client for any damage arising out of or
resulting from the Client's Account or the Website being (temporarily) unavailable or for
The Client shall solely be responsible for the purchase and/or the proper operation of the
infrastructure necessary to properly use the Service and the Website. Pixofix shall not be
for damage or costs on account of transmission errors, malfunctions or non-availability of
data or telecom facilities, including the internet.
4. User Content
- 4.1 Intellectual property of user, You retain all rights in images and other content
upload to the Services, other than feedback (as defined below), including messages,
information, text, music, sound, photos, video, graphics, applications, code, or other items
materials (“user content”).
4.2 License, you hereby grant Pixofix a non-exclusive, revocable license to use,
reproduce, re-post, modify, create derivative works of (including through aggregation),
user content, solely in the course of providing the Services and for its internal business
4.3 Acceptable use, you will not (and will not allow or authorize any third party to)
to, transmit, distribute, store, create, solicit, disclose, or otherwise publish through the
Services any of the following without the express prior written consent of Pixofix:
- User content that is unlawful, libelous, defamatory, obscene, pornographic,
exploitive of children,
or invasive of privacy or publicity right;
- User content that is false, misleading or deceptive, including to content that
similar to any other product or application or misrepresents or falsely implies an
- User content that would constitute, encourage, or provide instructions for a
criminal offense, or
violate any law or regulation;
- User content that, in Pixofix’s reasonable judgment, may expose Pixofix or others to
- User content that contains any information or content that you do not have a right
to make available
under any law or under contractual or fiduciary relationships;
- User content that may infringe the patent, trademark, trade secret, copyright,
property, privacy, or other proprietary right of any party;
- Private information of any third parties, including addresses, phone numbers, and
- User content that includes viruses, corrupted data, Trojan horses, worms,
loggers, spyware, adware, or other harmful, disruptive, or destructive files.
- 4.4 Rights and obligations, Pixofix reserves the right, but does not have the
monitor user content and to block access to any user content that violates these Terms or
Pixofix finds otherwise objectionable. You are solely responsible for creating backup copies
replacing user content at your sole cost and expense. If you remove any user content from
Services, Pixofix may retain user content for a commercially reasonable period of time for
archival, or audit purposes.
5. Rights to use Image
You are solely responsible for the images you submit. Pixofix reviews submissions for
inappropriate material and reserves the right in its sole discretion to reject any image for any
reason or no reason; however, Pixofix’s acceptance of an image for processing should not be
construed as a determination of Your rights to use the image. By submitting an image to Pixofix,
You represent and warrant that You have the legal authority to enter into this Agreement, that
you have the right to use any credit card(s) or other payment means used to initiate any
transaction, that any images You submit to Pixofix do not contain any materials (such as
malicious software code or viruses) that may harm Pixofix’s or its subcontractors’ property, and
You hereby grant Pixofix a non-exclusive, worldwide, transferable, royalty-free, sublicensable
(through multiple tiers of sublicenses including but not limited to Pixofix’s subcontractors)
perpetual, irrevocable license under all intellectual property rights throughout the world
(including but not limited to copyrights, trademarks, trade secret, moral, publicity and privacy
rights) to reproduce, modify, edit, make derivate works from, distribute (through multiple
tiers), publicly perform and display and otherwise use the image as reasonably necessary for
Pixofix and its subcontractors to perform the services You requested hereunder. You agree to
indemnify and hold harmless Pixofix, its subcontractors, licensors and affiliates and their
directors, officers, shareholders, employees and agents from any and all claims, liabilities or
expenses (including without limitation attorneys’ fees) that arise directly or indirectly from
Your breach of this Agreement.
Pixofix will own exclusive rights, including all intellectual property rights, to any feedback,
suggestions, ideas, or other information or materials regarding Pixofix or the Services that you
provide, whether by email, posting through the Services, or otherwise (“feedback”). For the
avoidance of doubt, feedback does not include any user content that you upload for the sole
of utilizing the Services. Any feedback you submit is non-confidential and will become the sole
property of Pixofix. Pixofix will be entitled to the unrestricted use and dissemination of such
feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to
You waive any rights you may have to the feedback (including any copyrights or moral rights). Do
send Pixofix feedback if you expect to be paid or want to continue to own or claim rights in
feedback. Pixofix also has the right to disclose your identity to any third party who is
that any content posted by you constitutes a violation of their intellectual property rights, or
their right to privacy. Further, you agree not to submit any feedback that is defamatory,
offensive, or otherwise violates any right of any third party, or breaches any agreement between
and any third party.
7. Pixofix Material
- 8.1 Intellectual property, Pixofix reserves all rights not expressly granted in these
Terms. Except for the license expressly stated in these Terms, you are not granted any
rights in or to the Services by implication, estoppel, or other legal theory, and all rights
in and to the Services not expressly granted in these Terms are hereby reserved and retained
by Pixofix. Pixofix reserves all right, title, and interest to and in all information,
materials, and content (including text, graphics, data, formatting, graphs, designs, HTML,
look and feel, photographs, music, sounds, images, software, videos, designs, typefaces,
source and object code, format, queries, algorithms, and other content) that is not user
content (collectively ” Pixofix material”). Pixofix material is protected in all forms,
media, and technologies now known or later developed.
- 8.2 License, on the condition that you comply with these Terms, Pixofix hereby grants
non-exclusive, non-transferable, revocable license to access the Services (including any
material therein) solely for the purpose of enabling you to use the Service in the manner
by these Terms. If Pixofix, in its sole discretion, elects to provide any upgrade that
supplement the original Services, this license will govern any such upgrade unless such
accompanied by a separate license, in which case the terms of that license will govern.
8.3 Restrictions, you are solely responsible for your conduct (and the conduct of
the Services on your behalf) with respect to the Services, which you use at your own risk.
expressly permitted in writing by Pixofix, you will not do, and will not permit any third
do, any of the following:
- - Copy, adapt, hack, of reproduce the Services;
- - Distribute the Services or make the Services available over a network where it
could be used by
multiple devices at the same time;
- - Rent, lease, lend, sell, or sublicense the Services;
- - Modify, port, translate, or create derivative works of the Services;
- - Remove, alter, or obscure any copyright, trademark, or other proprietary rights
notice or labels on
or in the Services;
- - Decompile, reverse engineer, disassemble, attempt to derive the source code,
underlying ideas, or
algorithms of the Services or any part of the Services, except to the extent
required by applicable
- - Use the Services in any manner that could interfere with, disrupt, negatively
affect, or inhibit
Pixofix’s other users from fully enjoying the Services or that could damage,
disable, overburden, or
impair the functioning of the Services;
- - Stalk, intimidate, threaten, harass, or cause discomfort to other users of the
- -Impersonate or use the Services by misrepresenting your affiliation with a person
- - Use the Services for any illegal or unauthorized purpose or engage in, encourage,
or promote any
illegal activity, or any activity that violates these Terms; or
- - Infringe or violate the rights of Pixofix or any third party.
8.4 Violation, if you violate (or are alleged to have violated) any of the foregoing
your license to use the Services will immediately and automatically terminate, and you may
infringed the rights of Pixofix, which may subject you to prosecution and damages.
9. Metadata & Analytics
Pixofix uses proprietary software to analyze images it processes. Whenever Pixofix processes an
image for you, it observes, collects, and analyzes the metadata of the image. Pixofix may use
metadata it collects to learn more about the images it processes and help improve the Services.
Pixofix also collects analytics data about images it caches and processes. For example, Pixofix
track how often images are accessed, performance data, and other such technical information.
reserves all rights in and to any metadata and analytics it collects in the course of providing
10. Third-Party Content
Pixofix may display content from third parties through the Services or may provide information
or links to third-party products or services. Your interactions with any such third-parties, and
terms, conditions, warranties, or representations associated with such interactions, are solely
between you and the applicable third parties. Pixofix is not responsible or liable for any loss
damage of any sort incurred as the result of any such interactions or as the result of the
of such third-party information made available through the Services.
Pixofix’s name, Pixofix’s trademarks, Pixofix’s logos, and any other Pixofix product, service
or slogan included in the Services are property of Pixofix and may not be copied, imitated, or
(in whole or in part) without Pixofix’s prior written consent. The look and feel of the
including all custom graphics, button icons, and scripts constitute service marks, trademarks,
trade dress of Pixofix and may not be copied, imitated, or used (in whole or in part) without
Pixofix’s prior written consent. All other trademarks, registered trademarks, product names, and
company names or logos mentioned in the Services (“Third-Party Trademarks”) are the property of
their respective owners, and the use of such Third-Party Trademarks inures to the benefit of
owner. The use of such Third-Party Trademarks is intended to denote interoperability and does
constitute an affiliation by Pixofix and its licensors with such company or an endorsement or
approval by such company of Pixofix or its licensors or their respective products or services.
12. Copyright Policy
Repeat Infringer Policy, in accordance with the Digital Millennium Copyright Act (DMCA) and
applicable law, Pixofix has adopted a policy of terminating, in appropriate circumstances and at
Pixofix’s discretion, users who are deemed to be repeat infringers. Pixofix also may, at its
discretion, limit access to the Services and terminate access of any users who infringe any
intellectual property rights of others, whether or not there is any repeat infringement.
13.1 When visiting the Website, creating an Account and making use of the Service,
provide Personal Data to Pixofix.
13.2 When dealing with Personal Data of the Client, Pixofix shall:
13.2.1 only use the data needed to provide the Service and, if applicable, to
processing of payments; and
13.2.2 not share Personal Data of the Client with any third party without the
except where Pixofix is required to do so by law.
13.3 To the extent that the Images would be considered Personal Data, Pixofix, while
rendering the Service, acts as the processor of such Personal Data and shall only use the
the purpose for which they were provided by the Client.
14. Changes to Services
Pixofix may review, improve, change, or discontinue (temporarily or permanently) the Services or
features, information, materials, or content on the Services. If Pixofix makes a material change
the Services, Pixofix will notify you in advance, via email or through other communications
channels, and give you the opportunity to terminate your use of the Services.
15. Suspension or Termination
Pixofix may suspend or terminate your license to access or use the Services either immediately
your breach of these Terms or for convenience with 30 days advance notice. You can terminate
account with Pixofix by notifying there concerned by email and after clearing of any unpaid
You will no longer be able to access or use the Services following your termination or
Pixofix will use commercially reasonable efforts to remove your user content from the Services
within 30 days of termination. You acknowledge that user content may be stored in a cache.
reserves the right, but does not undertake any duty, to take appropriate legal action including
pursuit of civil, criminal, or injunctive redress against you for continuing to use the Services
during suspension or after termination. Pixofix may recover its reasonable attorneys’ fees and
costs from you for such actions. These Terms will remain enforceable against you while your
to access or use the Services is suspended and after it is terminated. Except for the license
granted to you to access and use the Services, all of the terms, conditions, and restrictions
forth in these Terms will survive termination of these Terms.
16. Price & Payment
- 16.1 After acceptance by the Client of an Offer, the Service Fee specified in the
shall be due and payable by the Client, unless otherwise agreed to in writing under an
The Client shall use one of the payment methods specified on the Website, in the Offer or in
- 16.2 The Service Fee will be in USD, unless stated otherwise. All amounts due will be
any sales and turnover tax and other governmental levies or taxes.
- 16.3 Pixofix shall only provide the Service upon receipt of full payment of the
unless otherwise agreed to in writing.
- 16.4 If payment (in full) has not yet been received by Pixofix on the due date, the
in default without prior demand or notice of default being required. As from the date of
Client will be liable for an interest of 1% per month.
- 16.5 If the Client, despite demand or notice of default, still fails to pay the
Pixofix may hand over the claim for collection. In that event all costs incurred by Pixofix,
connection with overdue payments, such as legal costs and extra-judicial and judicial costs,
including the costs of legal assistance, bailiffs and collection agencies, will be payable
Client. The extrajudicial costs are fixed at no less than 15% of the invoiced amount subject
minimum of USD 150.00 excluding any sales taxes.
16.6 Complaints in relation to invoices and/or the Services will not suspend the
obligations of the Client.
16.7 Pixofix will be entitled to suspend the fulfilment of its obligations until such
Client has fully paid all Service Fees due.
17.1 Risks, your use of the service is at your sole risk. the service is provided on
is” and “as available” basis. Pixofix disclaims all warranties and representations (express
or implied, oral or written) with respect to these terms, the service, the Pixofix material,
and third party trademarks, whether alleged to arise by operation of law, by reason of
custom or usage in the trade, by course of dealing or otherwise, including any warranties of
merchantability, fitness for any purpose, non-infringement and condition of title.
17.2 Warranties, to the fullest extent permitted by applicable law, Pixofix does not
warrant, and disclaims all liability for (a) the completeness, accuracy, availability,
timeliness, security or reliability of the service or any Pixofix material; (b) any harm to
your computer system, loss of data, or other harm that results from your access to or use of
the service, any Pixofix material, or any user content; (c) the deletion of, or the failure
to store or to transmit, any user content and other communications maintained by the
service; and (d) whether the service will meet your requirements or be available on an
uninterrupted, secure, or error-free basis. No advice or information, whether oral or
written, obtained from Pixofix or through the service, will create any warranty not
expressly made in these terms.
18. Representations, Covenants and Indemnities
18.1 The Client represents, warrants and covenants that:
18.1.1 it is fully entitled to upload the Images and that it has obtained any
consents with respect to any individual's data protection and the protection of
- 18.1.2 the Images are correct, complete, unencumbered and not limited or
do not infringe upon, any third-parties' rights, including IP Rights, and the use of
the Images by Pixofix is not in any other way unlawful in respect of third parties;
18.1.3 it will keep secure all Login details and any passwords, codes and
provided by Pixofix or used in relation with the Service;
18.1.4 it will never submit Images that:
18.104.22.168 are in any way discriminating, offensive and/or obscene;
- 22.214.171.124 contain violent or unlawful content; or
- 126.96.36.199 harm the interests and reputation of Pixofix
- 18.1.5 it will not intentionally use or enable or demand any third party to
viruses, Trojan horses, worms, bots, or other software which may cause damage to the
Service or the
Website or any other technical aid which may render them inaccessible or which are
circumvent technical protective measures;
- 18.1.6 it will not carry out activities which may impede the functionality of
- 18.1.7 it will not use applications that monitor the Service or that copy
18.2 The Client shall indemnify, defend and hold Pixofix harmless from and against
damages, losses, liabilities, claims and costs and expenses (including reasonable attorney's
and expenses) (jointly "Losses") incurred by Pixofix as a result of:
18.2.1 any claims, demands, awards, judgments, actions and proceedings made
party against Pixofix, arising out of or in any way connected with an alleged breach
by the Client
of its obligations under the Agreement, including the representations and warranties
clauses 18.1.1 and 18.1.2;
- 18.2.2 any and all costs and damages which Pixofix may incur as a
breach of the representations and warranties contained in clauses 18.1.3,
18.1.5, 18.1.6 and 18.1.7 or the Client's other unauthorized use of the Pixofix
18.3 Pixofix represents, warrants and covenants that:
18.3.1 it will not intentionally include or build in or have included or
the Material any
i) viruses, Trojan horses, worms, bots or other harmful software or ii) any
chain letters, mass mailings, or any form of "spam";
- 18.3.2 it will impose on the members of its Service Network:
188.8.131.52 the obligation with respect to IP Rights as per clause 4 of
184.108.40.206 the confidentiality obligation as per clause 20.2 of these
18.4 Pixofix makes no representations or warranties of any kind whatsoever,
express or implied, in connection with these terms and conditions, the website or the
including but not limited to warranties of merchantability, non- infringement or fitness for
particular purpose, other than set forth herein.
18.5 Pixofix will indemnify, defend and hold the Client harmless from and against any
Losses incurred by the Client as a result of:
18.5.1 any third-party claim which is made against the Client in connection
Pixofix of the representations and warranties contained in clause 17.3 of these
18.5.2 the Client having had to initiate legal proceedings in order to obtain
IPR5 of any
Materials from any member of Pixofix's Service Network;
18.6 The indemnity obligations of both Parties under these Terms and Conditions are
indemnified Party as soon as possible notifying the indemnifying Party of any such claims or
19. Limitation of Liability
In no event will pixofix, its licensors or subcontractors be liable to you for any special,
incidental, consequential, indirect, punitive or exemplary damages of any kind, including but
limited to any lost profits, revenue, savings, business, data or goodwill, however used, whether
breach or repudiation of contract, tort, breach of warranty, negligence, or otherwise on any
of liability, whether or not pixofix or a licensor or subcontractor of pixofix was advised of
possibility of such loss or damages. notwithstanding any other provisions of this agreement,
and its licensors and subcontractors’ total liability to you arising from or in relation to this
agreement or pixofix or its subcontractors’ performance of the services shall be limited to the
total payments to pixofix for the services performed on the relevant image. in no event will
or its licensors or subcontractors be liable for the cost of procurement of substitute goods or
services. the foregoing limitations shall not apply to damages arising from death or personal
to persons or tangible property in any jurisdiction where such limitation is prohibited by
applicable law. some jurisdictions do not allow the exclusion or limitation of incidental or
consequential damages, so such exclusions may not apply to you.
20. Force Majeure
20.1 Pixofix shall not be liable for any delay or failure to perform its obligations
Agreement if that delay or failure arises directly or indirectly through force majeure,
deemed to include an act of God or (without limitation), war or other civil disturbance,
of any civil authority, fires, flood, strikes or any other circumstances that can reasonably
deemed beyond the control of Pixofix.
20.2 If Pixofix cannot perform its obligations under the Agreement as a result of
for a period of more than sixty days, the Client shall have the right to terminate the
with immediate effect without Pixofix limiting its other rights or remedies or incurring any
liability towards the Client in respect of such termination.
21.1 Completeness, these Terms contain the entire agreement, and supersede all prior
contemporaneous understandings between the parties regarding the Services. These Terms do
the terms or conditions of any other electronic or written agreement you may have with
the Services or for any other Pixofix product or service or otherwise. In the event of any
between these Terms and any other agreement you may have with Pixofix, the terms of that
agreement will control only if these Terms are specifically identified and declared to be
by such other agreement.
21.2 Beneficiaries, nothing in these Terms creates or can be construed to create an
employer/employee, joint venture, or partnership relationship between you and Pixofix.
otherwise expressly elsewhere in these Terms, there will be no third-party beneficiaries to
21.3 Severability, if any provision of these Terms and Conditions is void or voidable
becomes entirely or partly invalid for any other reason, the other provisions of these Terms
Conditions will remain in full force and effect. Bright River will replace the invalid
with a provision that is valid and of which the legal consequences, having regard to the
purpose of these Terms and Conditions, corresponds as much as possible with those of the
21.4 Waiver, the failure of Parties to enforce the provisions of these Terms and
and the Agreement at any time, or the failure to require at any time the performance by the
Party of any of the provisions of these Terms and Conditions or the Agreement, shall in no
construed to be a present or future waiver of such provision nor in any way affect the
either Party to enforce each and every such provision.
21.5 Assignment, neither Party is entitled to transfer rights and obligations arising
Terms and Conditions and/or the Agreement to third parties, except as set forth in clause
- 21.6 Validity, Pixofix’s failure or delay in exercising any right, power, or
Terms will not operate as a waiver thereof. If any provision of these Terms is or becomes
void, or otherwise unenforceable (including the warranty disclaimers and liability
forth above), then that provision will be deemed superseded by a valid, enforceable
most closely matches the intent of the original provision, and the remaining provisions of
Terms will continue in full force and effect.
21.7 Liability, Pixofix will not be liable for any loss or damage arising from any
Pixofix’s reasonable control, including, but not limited to, flood, extraordinary weather
conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute,
action of government, communications, power failure, or equipment or software malfunction.
of sections are for convenience only and will not be used to limit or construe such
used in these Terms, “including” means “including (without limitation).” You may not assign
transfer any of your rights or obligations under these Terms without prior written consent
Pixofix. Pixofix may assign or transfer any or all of its rights under these Terms, in whole
part, without obtaining your consent or approval.
- 21.8 Survival, the provisions of clauses 8, (Pixofix Material), 13, (Privacy) and 22,
(Confidentiality) of these Terms and Conditions shall survive termination of the Agreement
whatever reason, and, in addition, the obligations of the Parties under the Agreement that
nature continue beyond the expiration of the Agreement, shall survive any termination or
cancellation of the Agreement.
- 20.9 Counterparts, the Agreement may be executed in any number of counterparts, all
taken together (when at least each Party has executed one) shall constitute one and the same
Pixofix reserves the right to make changes or modifications to these Terms from time to time, in
sole discretion. If Pixofix makes changes to these Terms, Pixofix will provide you with notice
such changes, such as by sending you an email or by posting the amended Terms via the Services
updating the last updated date at the top of these Terms. All amended Terms will become
immediately on the date they are posted to the Services unless Pixofix states otherwise in its
notice regarding the amended Terms. Any amended Terms will apply prospectively to use of the
Services after such changes become effective. Your continued use of the Services following the
effective date of such changes will constitute your acceptance of such changes. If you do not
to any amended Terms, you must discontinue using the Services.
23.1 Parties shall maintain all information they receive from or about each other
confidential, including information concerning Images and Materials. Information will in any
regarded to be confidential, if one of the parties indicates in writing that it is
23.2 Parties will impose this obligation of confidentiality also on their employees
hired for the performance of their obligations hereunder, in particular Pixofix shall impose
confidentiality obligation of clause 22.1 of these Terms and Conditions on the members of
- 23.3 A Party shall not be required to maintain confidentiality with respect to any
was already in the possession of such Party on a non-confidential basis ii) has lawfully
the possession of such a Party on a non-confidential basis or iii) is legally required to be
disclosed to a judicial or administrative authority.
24. Governing Law
The federal courts located in the United Kingdom will have exclusive jurisdiction over any suit in connection with the Services or these Terms
that are not subject to arbitration, and you and Pixofix hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction
of such courts. These Terms and your access to or use of the Services will be governed by, construed in accordance with, and enforced under the laws
of the United Kingdom (England and Wales) without resort to its conflict of law provisions.
If you have any questions regarding the use of the Services, please email us at hello@Pixofix.com .