PIXELBULL LLC TERMS OF SERVICE

Welcome to the PixelBull, LLC. (“PixelBull”, “us” “we” or “our”) website. Please read these Terms of Service (the “Terms”) carefully because they govern your use of our websites including www.pixellbull.co and any other websites that we may later own or operate (each, a “Site,” and collectively, the “Sites”); our mobile applications (“Apps”) and services we may later own or operate (collectively, with the Sites, Apps, and the “Services”).

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW, THESE TERMS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

1. AGREEMENT TO THESE TERMS

By using the Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

2. CHANGES TO THE TERMS OR SERVICES

We may modify the Terms at any time, at our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms. We may also change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

3. SERVICE TERMS

Who may use the Services. You may only use the Services if you are old enough to consent (by yourself and not by a parent or guardian) to share your data under applicable law. For example, you must be 13 years or older under United States law, or 16 years or older under European Union law.

Use Restrictions. Except as otherwise expressly authorized in these Terms, Customer will not, will ensure its Authorized Users do not, and will not encourage or assist third parties to:

1. rent, lease, distribute, sell, transfer, or otherwise permit third parties to use the Services;
2. circumvent or disable any security or other technological features or measures of the Services;
3. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (except to the extent that such a restriction is impermissible under applicable law);
4. reproduce, modify, adapt, or create derivative works based on the Services;
5. remove any proprietary notices or labels from the Services;
6. use the Services to build competitive products or services or otherwise compete with PixelBull or its Affiliates;
7. upload or publish to the Services any data subject to specific governmental regulation, such as Sensitive Data as defined under GDPR, medical information, financial information, or government identifiers;
8. upload or publish to the Services (or otherwise use the Services to develop) anything that: (i) is fraudulent, false, misleading, or deceptive; (ii) is defamatory, obscene, pornographic, vulgar, or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (v) promotes illegal or harmful activities or substances; or (vi) otherwise violates any of PixelBull’s acceptable use policies or community guidelines;
9. upload or publish to the Services anything that does or would violate the intellectual property rights of others;
10. access or use the Services in a manner intended to avoid incurring fees;
11. use the Services other than in compliance with the Documentation and applicable laws and regulations; or
12. upload to the Services or use the Services to transmit or store any software viruses, Trojan horses, worms, or other destructive program or code.

Although we’re not obligated to monitor the Services or User Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements.

We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable, in violation of these Terms or the law. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Authorized Users; Accounts. As part of the registration process, Customer will identify an administrative username and password for Customer’s PixelBull account. Customer represents and warrants that all registration information, including with respect to Customer’s domains, Customer provides is truthful, accurate, and complete, and that Customer will maintain the accuracy of such information. Customer is responsible and liable for maintaining control over Customer’s account, including the confidentiality of Customer’s username and password, and is responsible and liable for all activities that occur on or through Customer’s Account and all Authorized Users’ accounts, whether authorized by Customer or not. For clarity, each Authorized User is also responsible for any activity that takes place on their account, and responsible for complying with these Terms.

4. RESTRICTION ON USE OF SITE CONTENT

All content and materials contained in this Site or made available through the Service (“Content”), are protected by United States and international trademark and copyright laws, are owned or controlled by PixelBull, and must only be used for certain approved purposes as established by PixelBull. You may only view or download Content from this Site for your own use or as otherwise expressly authorized by PixelBull.

Limited License

PixelBull hereby grants you a limited, nonexclusive, non-assignable, nontransferable license to access and use the designs solely for your own personal, non-commercial purposes, subject to your agreement to, compliance with and satisfaction of these Terms of Use. All rights not otherwise expressly granted by these Terms of Use are reserved by PixelBull. If you do not comply with the Terms of Use at any time, PixelBull reserves the right to revoke the aforementioned license(s), limit your access to the Site, or restrict your ability to post or download Content, which may include the ordering of products and services.

The Licence granted to the User here shall be not be resaleable. User must inform PixelBull about the usage of the Design. In a case where the User intends to use the design for print purpose, the User must inform PixelBull and we shall provide the User with copyright free design. User shall not sell the design to any third-party as a means of making profit.

5. USER UPLOADED CONTENT

You are solely responsible and liable for the content you upload on the website. User Content does not reflect the views of PixelBull, and neither PixelBull represents or guarantees the truthfulness, accuracy, or reliability of any User Content, or endorses or supports any opinions expressed in any User Content. In no event shall PixelBull have or be construed to have any responsibility or liability for or in connection with any User Content.

You agree you will not submit or attempt to submit, and we have the right to reject, refuse to accept, remove or otherwise handle as PixelBull deems appropriate, any “Unauthorized Content” which is defined as any User Content that is or could be construed as violating any of the terms and conditions of this Submission Agreement, and/or any of the terms and conditions set forth in our Terms and Conditions, including, without limitation:

• infringing on a third party’s copyright or other intellectual property rights;
• causing harm, harassing anyone or which may prevent, prohibit, inhibit, restrict or otherwise impair others from using or enjoying the Site;
• unauthorized access to the User Content Submission Features or information of other users;
• the modification, impairment, disruption, alteration or interference with the use, features, functions, operation or maintenance of the User Content Submission Features; or
• any requirements, rules, terms or conditions that may be applicable to the User Content Submission Features.

You hereby grant to PixelBull and its Affiliates a worldwide, nonexclusive, royalty-free, perpetual right and license to (a) reproduce, distribute, transmit, publicly perform and publicly display the Materials, in whole or in part, in any manner and Media, (b) modify, adapt, translate and create derivative works from the Materials, in whole or in part, in any manner and Media, and (c) sublicense the foregoing rights, in whole or in part, to any third party, with or without a fee.

You hereby release PixelBull and the Affiliates from any and all claims of any rights, encumbrances, liens, claims, demands, actions or suits which you may or can have in connection with your User Content, including, without limitation, any and all liability for any use or nonuse of your User Content, claims for defamation, libel, slander, invasion of privacy, right of publicity, emotional distress or economic loss.

6. CHARGES AND PAYMENT

6.1. Pricing. Certain Services are offered under different pricing plans, the limits and features of which are available at www.pixelbull.com/pricing. Your rights and obligations with respect to certain Services will be based in part on the pricing plan you choose.

6.2. Payment Terms.

6.2.1. When you purchase Services (each such purchase, a “Subscription”), you expressly authorize us or our third-party payment processor to charge you for such Services. You represent and warrant that you have the legal right to use all payment methods that you provide to us.

6.2.2. All fees are stated and solely payable in U.S. Dollars, non-refundable, and not subject to setoff. You are solely responsible for any bank fees, interest charges, finance charges, overdraft charges, and any other fees you incur as a result of the charges billed by us.

6.2.3. In the event that you fail to pay the full amount owed to us, we may limit your access to the Services, in addition to any other rights or remedies we may have.

6.3. Authorization for Recurring Payments.

6.3.1. All pricing plans involve recurring fees (each, along with any applicable taxes and other charges are a “Subscription Fee”). Depending on which options you choose, those will be monthly

6.3.2. By agreeing to these Terms and purchasing a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or PixelBull. We (or our third-party payment processor) will automatically charge you in accordance with the term of your Subscription (e.g., each month, quarter, or year), on the calendar day corresponding to the commencement of your Subscription using the payment information you have provided.

6.3.3. In the event your Subscription begins on a day not contained in a later month, your payment method will be charged on such other day as we deem appropriate. For example, if you started a monthly Subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. We may also periodically authorize your payment method in anticipation of applicable fees or related charges.

6.3.4. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or the Subscription in accordance with these Terms.

7. REFUND POLICY

You may cancel your contract for any reason, within fourteen days of the day you purchase a service. Your right to cancel will terminate upon the earlier of (i) fourteen days from the day of concluding your contract, and (ii) commencing use of or access to any of the services which have subscribed for.

If you decide to cancel within the 14 days period you can do so by informing us via info@pixelbull.com and you’ll receive a call from an Account manager to guide you through the process and the features available on the website, you must have created at least 1 project using the website and must send us feedbacks on your designs and grant your designer at least 2 modification attempts.

We reserve the right to refuse your refund request if the design project has been approved by you or when refund is requested after 14 days money back guarantee period.

8. CONFIDENTIALITY

8.1 Confidential Information. We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security related information.

8.2 Obligations. The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.

9. WARRANTIES

9.1. In the event of any loss or corruption of any data associated with the Services, PixelBull will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by PixelBull. EXCEPT FOR THE FOREGOING, PIXELBULL WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.

9.2. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Services, and we make no guarantees around data retention or preservation. EXCEPT AS SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

9.3. NON-PIXELBULL RESOURCES. PIXELBULL DOES NOT WARRANT, SUPPORT, NOR ACCEPT RESPONSIBILITY OF ANY KIND FOR ANY APPLICATION(S) AND/OR MATERIAL(S) THAT ARE DEVELOPED BY A PARTY OUTSIDE OF PIXELBULL’S ORGANIZATION, INCLUDING DESIGN FILES, PLUGINS, COMPONENT LIBRARIES, AND CODE COMPONENTS (“NON-PIXELBULL RESOURCES”).

10. INDEMNITY

You will indemnify and hold harmless PixelBull and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your User Content; or (iii) your violation of these Terms.

11. LIMITATIONS OF LIABILITY

11.1. NEITHER PIXELBULL NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PIXELBULL HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

11.2. IN NO EVENT WILL PIXELBULL OR SUPPLIERS’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO PIXELBULL IN THE PRECEDING TWELVE MONTHS FOR THE SERVICES, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED UNITED STATES DOLLARS ($100).

11.3. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY PIXELBULL TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THIS AGREEMENT.

12. TERMINATION

12.1. We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice or liability to you, provided that, if you have paid for a Subscription and the termination is not due to your breach of this Agreement, PixelBull will refund you any prepaid fees for the period of your Subscription that extends beyond the effective date of such termination.

12.2. You may cease use of the Services at any time. If you are paying for a Subscription, you may terminate your Subscription through the process in Section 5.4. You may also cancel your Account at any time by sending an email to info@pixelbull.com

12.3. Upon any termination, discontinuation, or cancellation of Services or your Account, the following provisions of these Terms will survive: Service Terms, Charges and Payment (to the extent you owe any fees at the time of termination); Confidentiality; provisions related to permissions to access User Content (to the extent applicable); Warranty Disclaimers; Indemnity; Limitations of Liability; Termination; and the Miscellaneous provisions under Section 11. Furthermore, we may remove or delete your User Content within a reasonable period of time after the termination or cancellation of Services or your Account.

13. MISCELLANEOUS

13.1. Ownership. As between the parties, PixelBull owns all right, title, and interest in the Services, and you own all right, title, and interest in any application(s) and/or material(s) that are developed by you on the Services or uploaded to the Services by you. Except as expressly set forth in these Terms, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under these Terms.

13.2. Force Majeure. PixelBull will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove those causes of non-performance.

13.3. Feedback; Use Rights. We welcome feedback, comments, and suggestions (“Feedback”). As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, PixelBull will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and PixelBull will be free to use such data and information to maintain, improve, and enhance PixelBull’s products and services.

13.4. Publicity. You agree that PixelBull may identify you or your company and use your company’s logo and trademarks (collectively, the “Marks”) on the Site and in marketing materials to identify you or your company as a user of the Services, and you hereby grant us a non-exclusive, royalty-free license to do so on our Site or in any media now or later developed in connection with any marketing, promotion or advertising of PixelBull or the Services. If you do not want us to use your Marks or identify you or your company, you may opt out by emailing us at info@pixelbull.com

13.5. Notices. Any notices or other communications provided by PixelBull under these Terms, including those regarding modifications to these Terms, will be given by PixelBull: (i) via e-mail; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

13.6. Severability. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that these Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.

13.7. Assignment These Terms (and your access to any of the Services) are not assignable or transferable by you without our prior written consent.

13.8.Service Providers For the avoidance of doubt, PixelBull may engage third parties as service providers to the Services (for example, as of the date of these Terms, PixelBull hosts the Services on Amazon Web Services).

13.9. No Partnership. No agency, partnership, joint venture, or employment is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever.

13.10. Governing Law. These Terms will be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

13.11 Arbitration PLEASE READ THIS SECTION CAREFULLY. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. IN ARBITRATION, A DISPUTE IS RESOLVED BY AN ARBITRATOR INSTEAD OF A JUDGE OR JURY.

The laws of the state of Delaware shall govern this Agreement without giving effect to conflict of laws principles. We agree that any dispute, claim, or disagreement between us shall be resolved exclusively by arbitration. Arbitration is a process in which persons with a dispute(s): (i) agree to submit their dispute(s) to a neutral third person (an “arbitrator”) for a decision; and (ii) waive their rights to file a lawsuit in court to resolve their dispute(s). Each party to the dispute(s) has an opportunity to present some evidence to the arbitrator. pre-arbitration discovery may be limited. Arbitration proceedings are private and less formal than court trials. The arbitrator will issue a final and binding decision resolving the dispute(s), which may be enforced as a court judgment. A court rarely overturns an arbitrator’s decision.

THEREFORE, YOU ACKNOWLEDGE AND AGREE AS FOLLOWS:

For purposes of this Arbitration Provision the words “dispute” and “disputes” are given the broadest possible meaning and include, without limitation (i) all claims, disputes, or controversies arising from or relating directly or indirectly to the signing of this Arbitration Provision, the validity and scope of this Arbitration Provision and any claim or attempt to set aside this Arbitration Provision; (ii) all federal or State law claims, disputes or controversies, arising from or relating directly or indirectly to this Agreement (including the Arbitration Provision), the information you gave us before entering into this Agreement, and/or any past agreement or agreements between you and us; (iii) all counterclaims, cross-claims and third-party claims; (iv) all common law claims, based upon contract, tort, fraud, or other intentional torts; (v) all claims based upon a violation of any state or federal statute or regulation; (vi) all claims asserted by us against you, including claims for money damages to collect any sum we claim you owe us; (vii) all claims asserted by you individually against us and/or any of our employees, agents, directors, officers, shareholders, managers, or affiliated entities (hereinafter collectively referred to as “related third parties”), including claims for money damages and/or equitable or injunctive relief; (viii) all claims asserted on your behalf by another person; and/or (ix) all claims asserted by you as a private attorney general, as a representative and member of a class of persons, or in any other representative capacity, against us and/or related third parties.

All disputes hereunder shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association in effect at the time of the dispute. The cost of the arbitration will be born equally by the parties. The arbitration award will be final and binding and may be enforced by any court in Delaware.

Only disputes involving you and PixelBull may be addressed in the arbitration. This means that the arbitration may not address disputes involving other persons with disputes similar to the disputes between you and PixelBull.

The arbitrator shall have the authority to award any legal or equitable remedy or relief that a court could order or grant under this agreement. All statutes of limitations that apply to any dispute shall apply to any arbitration between us. The Arbitrator will issue a decision or award in writing, briefly stating the essential findings of fact and conclusions of law.

Binding Effect. This Arbitration Provision is binding upon and benefits you, your respective heirs, successors, and assigns. The Arbitration Provision is binding upon and benefits us, our successors and assigns, and related third parties. The Arbitration Provision continues in full force and effect, even if your obligations have been prepaid, paid, or discharged through bankruptcy. The Arbitration Provision survives any termination, amendment, expiration, or performance of any transaction between you and us and continues in full force and effect unless you and we otherwise agree in writing.

Severability. If any portion of this Arbitration Provision is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Provision, unless the provision precluding the arbitrator from conducting a class arbitration as set forth above is deemed invalid or unenforceable, in which case this entire Arbitration Provision shall be deemed void.

13.12. Interpretation. Whenever the words “including,” “include,” or “includes” are used herein, they will be deemed to be followed by the phrase “without limitation.”

13.13. Entire Terms. These Terms supersedes all other agreements between the parties relating to its subject matter. The parties expressly agree that any different or additional terms set forth in any purchase order, vendor portal, code of conduct, or other similar documentation provided by you will not apply between the parties even if signed, acknowledged or accepted by PixelBull, unless PixelBull specifically references this clause and waives its rights.