PIXLR - LICENSE AND SERVICES AGREEMENT


PLEASE READ CAREFULLY:

BY ACCESSING OR USING ALL OR ANY PORTION OF PIXLR PRO, PIXLR EXPRESS, PIXLR X, PIXLR EDITOR, PIXLR MARKET, ITS RELATED MOBILE APPLICATIONS, FURTHER UPDATES TO THE SERVICES, NEW SERVICES WHICH MAY BE INTRODUCED FROM TIME TO TIME BY PIXLR AND OUR WEBSITE WWW.PIXLR.COM (COLLECTIVELY KNOWN AS “PIXLR” or “Pixlr”) (the “Services”) WHICH IS OWNED BY 123RF LIMITED (“We”, “Us” and “Our”), YOU AS THE LICENSEE (“You” or “Your”) ACCEPT THE AGREEMENTS (AS DEFINED BELOW) ON BEHALF OF THE ENTITY FOR WHICH YOU ARE AUTHORIZED TO ACT (E.G., AN EMPLOYER) AND ACKNOWLEDGE THAT SUCH ENTITY IS LEGALLY BOUND BY THE AGREEMENTS (AND YOU AGREE TO ACT IN A MANNER CONSISTENT WITH THE AGREEMENTS) OR, IF THERE IS NO SUCH ENTITY FOR WHICH YOU ARE AUTHORIZED TO ACT, YOU ACCEPT THE AGREEMENTS ON BEHALF OF YOURSELF AS AN INDIVIDUAL AND ACKNOWLEDGE THAT YOU ARE LEGALLY BOUND BY THE AGREEMENTS, AND (II) YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY (IF ANY) OR YOURSELF. FOR THE AVOIDANCE OF DOUBT, PIXLR MARKET SHALL BE GOVERNED BY A SEPARATE LICENSING AGREEMENT AS FOUND AT PIXLR MARKET LICENSE AGREEMENT (“Pixlr Market License Agreement”). YOU MAY NOT ACCEPT THE AGREEMENTS ON BEHALF OF ANOTHER ENTITY UNLESS YOU ARE AN EMPLOYEE OR AGENT OF SUCH OTHER ENTITY WITH THE RIGHT, POWER, AND AUTHORITY TO ACT ON BEHALF OF SUCH OTHER ENTITY.

IF YOU ARE UNWILLING TO ACCEPT THE AGREEMENTS, OR IF YOU DO NOT HAVE THE RIGHT, POWER, AND AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY OR YOURSELF AS AN INDIVIDUAL (IF THERE IS NO SUCH ENTITY), DO NOT CLICK ON ANY BUTTON OR OTHER MECHANISM DESIGNED TO ACKNOWLEDGE THE AGREEMENTS, AND DO NOT ACCESS OR USE ANY PORTION OF PIXLR.

Your agreement with Us includes this License and Services Agreement, the Pixlr Market License Agreement, the Privacy Policy, the Cookie Policy, the Terms of Use, and any additional terms that You agree to, shall be read and construed together collectively as the “Agreements”.

IMPORTANT NOTE: To the extent that the Services may be used to reproduce, modify or publish or distribute materials, it is licensed to You only for reproduction, modification, publication or distribution of noncopyrighted materials, materials in which You own the copyright, or materials You are authorized or legally permitted to reproduce, modify or publish. If You are uncertain about Your right to copy, modify, publish or distribute any material, You should contact Your legal advisor immediately.
1.   GRANT OF LICENSE
We grant You a limited, non-exclusive, revocable licence to make use of Pixlr in accordance with the Agreements.
2.   TERM OF AGREEMENT
The Agreements shall remain in effect until and unless terminated by You or Pixlr in accordance with Section 5 (“Term”).
3.   USER GENERATED CONTENT
  1. During the course of Your use of Pixlr, You may post and upload User Content (as defined below) subject that You agree not to submit User Content that: -

    1. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You, to any other person or to any animal;

    2. may create a risk of any other loss or damage to any person or property;

    3. seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

    4. may constitute or contribute to a crime or tort;

    5. contains any information or content that We deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, hostile, violent, or that which provokes violence or hostility, profane, or otherwise objectionable;

    6. contains any information which discriminates against others based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin;

    7. contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or another party’s trade secrets);

    8. contains any information or content that You do not have a right to make available under any law or contractual or fiduciary relationships; or

    9. contains any information or content that You know is not correct and current.

    For avoidance of doubt, user content is defined as content to include but not limited to pictures and text as shared through Pixlr (“User Content”).

  2. You promise that, with respect to any User Content You upload and post via Pixlr, You have the right to upload and post such User Content, and such User Content, or its use by Pixlr as contemplated by the Agreements, does not violate the Agreements, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of You or Your User Content entity or individual without express written consent from such individual or entity.

  3. We have no obligation to, monitor, review, or edit User Content. In all cases, We reserve the right to remove or disable access to any User Content for any or no reason, including but not limited to, User Content that, in Our sole discretion, violates the Agreements. We may take these actions without prior notification to You or any third party. Removal or disabling of access to User Content shall be at Our sole discretion, and We do not promise to remove or disable access to any specific User Content.

  4. Upon notice from Us, or upon Your knowledge that any User Content is subject to a threatened, potential or actual claim of infringement of another’s rights for which We may be liable, You must immediately and at Your own expense (i) stop using the User Content; (ii) delete or remove the User Content from your premises, computer systems and storage (electronic or physical); (iii) ensure that Your clients, printers or ISPs do likewise; and (iv) let Us know in writing. You are solely responsible for all User Content that You upload and post. We shall not be responsible for User Content nor do We endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST US RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD US HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
4.   GENERAL USER GUIDELINES
  1. During the Term of Your use of Pixlr, You shall not: -

    1. copy, redistribute, reproduce, “rip”, transfer, or make available to the public any part of Pixlr which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) of Pixlr or any part of it;

    2. use Pixlr to import or copy any local files You do not have the legal right to import or copy in this way;

    3. reverse-engineer, decompile, disassemble, modify, or create derivative works based on Pixlr or any part thereof unless permitted by applicable law;

    4. circumventing any technology used by Pixlr, its licensors, or any third party;

    5. selling, renting, sublicensing or leasing of any part of Pixlr;

    6. manipulating Pixlr by using a script or other automated process;

    7. removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through Pixlr (including for the purpose of disguising or changing any indications of the ownership or source of Pixlr);

    8. providing Your password to any other person or using any other person’s username and password; and

    9. “crawling” Pixlr or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from us.
5.   TERMINATION
  1. The Agreements is effective until it is terminated. You can terminate the Agreements by destroying the User Content, along with any copies or archives of it or accompanying materials (if applicable) and ceasing to use Pixlr.

  2. Pixlr can terminate the Agreements without advance notice to You if you fail to comply with any of the terms and conditions of the Agreements. Upon such termination, You must immediately (i) cease using Pixlr for any purpose; (ii) destroy or delete copies and archives of the User Content or accompanying materials; and (iii) requested, confirm to Us in writing that You have complied with all these requirements.

  3. We reserve the right to revoke or amend the Agreements granted to you at any time.
6.   TRADEMARKS AND COPYRIGHT
  1. All proprietary and intellectual property rights whatsoever in and to the service marks, trade names, logos and other commercial designations relating to Pixlr (collectively “Pixlr Trademarks”) belong to and vest in Us absolutely and You shall not have nor claim any adverse rights, title or interest in or to the Pixlr Trademarks.

  2. We reserve all rights of ownership and control over the Pixlr Trademarks and the right to restrict any use which We in Our sole discretion believes poses a serious threat or could be detrimental to the Pixlr Trademarks and Our goodwill and reputation.
7.   CONFIDENTIALITY
  1. By virtue of the Agreements, We may have access to information that is confidential to You and vice-versa (“Confidential Information”). Confidential Information shall include without limitation Pixlr and such other information clearly identified as confidential. Any source code, techniques and trade secrets including but not limited to the development of Pixlr are included within the definition of Confidential Information insofar as it relates to.

  2. Confidential Information shall not include information that: (i) is or becomes a part of the public domain through no act or omission of the receiving party; (ii) was in the receiving party’s lawful possession prior to the disclosure and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (iv) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information.

  3. In the event the receiving party is required under applicable law, rule, regulation, court or administrative order to disclose Confidential Information of the disclosing party, the receiving party shall use commercially reasonable efforts to: (i) promptly give notice, if permitted, to the disclosing party in order to enable the disclosing party to seek a protective order or other remedies; (ii) consult with the disclosing party with respect to the scope of the request or legal process to the extent possible; and (iii) limit any such disclosure to the extent necessary and required.
8.   DISCLAIMER
PIXLR IS PROVIDED "AS IS, AS AVAILABLE, WITH ALL FAULTS" BASIS AND, EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENTS, WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.   LIMITATION
YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH PIXLR IS TO STOP USING PIXLR. WHILE WE ACCEPT NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO PIXLR, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO STOP USING ANY SUCH THIRD PARTY APPLICATIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL WE, OUR OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE PIXLR, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER WE HAVE BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO PIXLR, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO US DURING THE PRIOR TWELVE (12) MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.
10.   SERVICE LIMITATION AND RESTRICTIONS
We will make reasonable efforts to keep Pixlr operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, We reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of Pixlr, with or without notice, all without liability to You, except where prohibited by law, for any interruption, modification, or discontinuation of Pixlr or any function or feature thereof. Notwithstanding the foregoing, You understand, agree, and accept that We have no obligation to maintain, support, upgrade, or update Pixlr, or to provide all or any specific content through Pixlr. This section will be enforced to the extent permissible by applicable law. We may, from time to time, remove any such User Content without notice to the extent permitted by applicable law.
11.   INDEMNITY
Notwithstanding anything to the contrary in the Agreements, You agree to fully defend, indemnify and hold us and its officers, directors, employees, owners, agents, representatives, licensors, and anyone else associated with Us and each of their successors, (sub)licensees (other than You), and assigns free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses, damages, or expenses, including reasonable attorneys' fees and expenses, arising in connection with Your use of Pixlr or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in the Agreements.
12.   MISCELLANEOUS
  1. Assignment

  2. You may not assign or transfer to anyone the rights granted to you in the Agreements, without Our prior written consent and any attempted or actual assignment or transfer thereof shall be null and void. We reserve the right to assign the whole or any part of the Agreements without Your consent.

  3. No Waiver

  4. Any failure on Our part to enforce any provision of the Agreements will not be deemed a waiver of future enforcement of that or any other provision.

  5. Notice

  6. Except as otherwise provided in the Agreements, all notices or other communications must be in writing (email being deemed as an acceptable form) and will be deemed to have been duly given when delivered (with written confirmation of receipt) or by electronic mail or electronic transmission in a comprehensible form to the other party at its email or network address. All notices to Us shall be addressed to the attention of info@pixlr.com.

  7. No Partnership

  8. Nothing in the Agreements shall be construed to create any partnership, joint venture, employment or agency relationship between You and Us.

  9. Force Majeure

  10. We shall not be liable for any delays in performance of Pixlr and Our obligations under the Agreements for causes beyond its reasonable control, including but not limited to fire, flood, epidemic, strike, an act of God or public disorder.

  11. Entire Agreement

  12. You acknowledge that You have read the Agreements, understood it, and agree to be bound by its terms and conditions. You further agree that it is the complete and exclusive statement of the agreement between You and Us, which supersedes any proposal or prior agreement, oral or written, and any other communication between You and Us relating to the subject of the Agreements.

  13. Severability

  14. Should any provision of the Agreements be held to be void or invalid, that fact will not affect any other provision, and the remainder of the Agreements will be construed to most closely give effect to the parties' intentions.

  15. Governing Law and Dispute Resolution

  16. This Agreement shall be governed by, and shall be construed in accordance with, the laws of Hong Kong. Any dispute, controversy or claim arising out of or relating to this Agreement, including the validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one. The decision of the arbitrator shall, except in the case of manifest error, be final and binding upon the parties hereto. The arbitration proceedings shall be conducted in English.
PIXLR CREATOR AGREEMENT (“AGREEMENT”)

THIS IS AN AGREEMENT BETWEEN YOU AS THE PIXLR CREATOR (“YOU”) AND PIXLR MARKET (“PIXLR MARKET”). THIS AGREEMENT APPLIES TO ALL PIXLR CREATOR WHO SUPPLY ASSETS TO MARKET.PIXLR.COM (COLLECTIVELY KNOWN AS “WEBSITE”).
1.  Definitions
  1. “Accepted Assets” means Assets uploaded onto the Website and deemed suitable for posting on the Website by Pixlr Market for licensing.

  2. “Applicable Deductions” has the meaning ascribed to it in Clause 6(d).

  3. “Assets” means digital assets files including but not limited to the form of themes (for the purposes of WordPress, CMS, video, web and emails, presentation), WordPress plugins, fonts, footage, graphics and photos, 3D and/or Audio Asset contributed by You.

  4. "Audio Asset" means any sound (including music, sound effects, musical compositions, musical arrangements, jingles, track compilations, sound and master recordings, non-musical audio recordings, voice and voice recordings and sound / audio clips), original digital files, or any copies thereof.

  5. "Collection Societies" means any performing, mechanical, or other similar rights society (e.g. ASCAP, IFAMLA, MACP, BMI, SESAC, SOCAN, KOMCA, SACD, SACEM, MCPS, PRS, PPL, GEMA, GVL, SGAE, AIE, MCPS, SDRM, JASLAC, etc.) in any jurisdiction that collects and administers royalty payments on behalf of music publishers, writers and performers.

  6. “Earning”means payment due to the Assets Contributor (less any Applicable Deductions) from sublicensing the Assets uploaded and owned by the Pixlr Creator based on the Pixlr Market’s Subscriber Share Model, as may be revised by Pixlr Market from time to time.

  7. “Distribution Network” means the following methods / platforms used by Pixlr Market to sell, license, sublicense and distribute the Assets:

    1. market.pixlr.com;

    2. application programming interface (API) methods / business models and other portable interfaces linking to Website;

    3. other websites, platforms and venues under common control of Pixlr Market or affiliated to Pixlr Market; and

    4. Distributors / resellers and their respective sites and distribution channels.

  8. “Distributors” means any person / entity from any territory authorized by Pixlr Market to resell the Assets through the Distribution Network.

  9. "Edit" means not using the entire Assets or using the Assets in an incomplete or altered form, including editing, looping, enhancing, adapting, distorting or modifying the Assets.

  10. “Identification Documents” has the meaning ascribed to it in Clause 3(a).

  11. “IPR” means the copyright, trademark, intellectual property rights, privacy rights, publicity rights, trade secrets, confidentiality or any other proprietary right of any party or third-party.

  12. "Licensee" means the third-party clients / customers / users who license Assets from Pixlr Market, the Website or the Distributors.

  13. “Payoneer” is an internet-based financial service provider that allows users to transfer money and receive payments through reloadable prepaid MasterCard debit cards.

  14. “PayPal” (www.paypal.com) is an account-based system that allows anyone with an email address to securely send and receive online payments using their credit card or bank account.

  15. “Pixlr Creator” means an individual that has accepted this Agreement, has successfully cleared the ID verification process as per Clause 3 and has been approved by Pixlr Market to upload the Assets to the Pixlr Market’s servers.

  16. “Pixlr Market Parties” means Pixlr Market, its respective officers, directors, employees, agents, representatives, shareholders, advisors, licensees, sub-licensees, parties within the Distribution Network and anyone else associated with Pixlr Market.

  17. “Release” is the document stipulating terms under which one party may use pictures of persons or property for commercial and other purposes. Release includes "Audio Release" which means a document stipulating the terms and conditions under which a party may legally use the voice, voice recording or other audio recordings of another party (i.e. the owner/creator of such voice, voice recording or other audio recordings).

  18. “Reproduce(d)” means distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Assets to create / reproduce a derivative product.

  19. "Synchronize" means to use Audio Asset in timed relation to other elements.

  20. "Upload" means the upload, storage, transmission, posting or submission of Assets on or to the Website, whereby each Upload shall be governed by the terms and conditions of this Agreement.
2.  Grant of Rights
  1. You grant Pixlr Market the perpetual right as a non-exclusive distributor to distribute, license, sublicense and sell Your Assets throughout the world via Pixlr Market’s Distribution Network, in and through any and all media and methods now known or hereafter devised, including the right to include such Assets in any marketing collaterals, promotional channels or marketing methods across the Inmagine Group, pursuant to the terms and conditions in this Agreement and all other related activities whether on the Website or through any other third-parties' platforms at Pixlr Market's own expense without any further costs, charges or license fees to You. For the avoidance of doubt, Pixlr Market Parties by virtue of this clause shall also duly obtain the right to use the Assets for the purposes as prescribed under this Clause 2(a) without any further costs, charges or license fees to be incurred.

  2. You further authorize Pixlr Market and the parties within the Distribution Network to facilitate all licensing and royalty fee payments/commissions with regard to Your Assets as they each deem fit, including without limitation the remittance, collection, payment, withholding, transfer, crediting and other payment/collection methods for the sale, licensing and sublicensing of the Assets.
3.  Pixlr Creator’s Identification
  1. You are required to submit at least one (1) valid government-issued identification to Pixlr Market for purpose of account creation such as the following:

    1. travel passport;
    2. identity card;
    3. driver's license; and/or
    4. certificate of incorporation (applicably for companies and organizations).
      (collectively known as the “Identification Documents”)

  2. Scanned proof of identification can be uploaded via the Website.

  3. Pixlr Market reserves the right to:

    1. reject the Identification Documents as uploaded by You due to authentication issues; and
    2. refuse to process the Earning due to You until valid identification is processed by Pixlr Market;

  4. withhold Your Earning if Pixlr Market suspects that You have been involved in fraudulent transactions or infringement of IPR or have breached the terms of this Agreement;

  5. start or continue to review and approve any Assets submitted by You only after valid identification has been submitted and approved by Pixlr Market; and/or

  6. deactivate, suspend or terminate any account /membership.

  7. Personal Information

    1. Pixlr Market will not rent, sell, or share personal information about You with other parties or non-affiliated companies unless Pixlr Market is required to do so by law.
    2. Pixlr Market will only accept personal identification documents that are processed securely within the Website.
    3. Pixlr Market will take all necessary security measures and precautionary protocols to ensure that all personal information of Pixlr Creator is secure and will not be accessible by unauthorized third parties.
4.  Releases
  1. You represent and warrant that You have taken all reasonable steps and measures to obtain genuine and original Release(s) for all Assets Uploaded by You that contains an identifiable person or property.

  2. Pixlr Market has the right to reject Assets with identifiable person(s) where You have not secured the necessary Release except for Assets marked specifically for editorial-use only.

  3. Pixlr Market shall be entitled to terminate Your account in the event You are found to have submitted false or incorrect Releases and You shall be liable to indemnify Pixlr Market for any and all claims arising from such false or incorrect Releases.

  4. Pixlr Market reserves the right to verify and provide documentation regarding Releases to its clients if required. In such an event, Pixlr Market shall ensure that the personal information of the individual identifiable in the Assets be kept private and confidential.
5.  Right to Control Claims
  1. Further to the right granted by You in Clause 2 and in this Agreement, Pixlr Market shall retain the exclusive right to pursue any administrative or legal action as it solely deems fit and necessary against any third-party for any unauthorized use of the Pixlr Market. You hereby agree to grant Pixlr Market and the Distributors the exclusive and irrevocable right to institute, report, file, pursue, manage, settle, take control and defend any claims related to any actual or alleged infringement of any IPR in the Accepted Assets ("Claims").

  2. You hereby agree to commit and provide all necessary cooperation as is reasonable and appropriate to Pixlr Market and the Distributors with respect to the Claims and You shall not unreasonably withhold or delay such cooperation. Except with Your prior written consent, Pixlr Market and the Distributors will not undertake any written or verbal settlements where such settlements may be prejudicial to Your rightful ownership in the Accepted Assets, whether now or in future. Pixlr Market and the Distributors shall be entitled to recover all fees and expenses arising from the management and control of any Claims (including the attorney fees) from You. If Pixlr Market and the Distributors decide not to pursue a Claim, You shall have the right to pursue such Claim at Your sole expense and Pixlr Market shall provide all necessary cooperation with respect to the Claim.
6.  Pixlr Creator's Earning
  1. Pixlr Market shall pay You a Earning based on the Subscriber Share Structure.

  2. Your account will be updated the following month for each of Your Assets downloaded by a Licensee and also reflect the total Earning payable which shall be paid by the fifteenth (15th) of each month. Payment will only be made if the total Earning payable meets the Minimum Payout Thresholds as set out in Clause 7 below. If the total Earning payable does not meet such threshold, the amount will be carried forward and accumulated in the following month. Payments are automatic and no request is required. For the avoidance of doubt, Your Earning shall be subjected to the withholding tax imposed by the government of the relevant country(ies). You may be required to fill up any relevant tax form, from time to time, to ensure You comply with the relevant country(ies)’s taxation law.

  3. The amount of withholding tax to be deducted by Pixlr Market shall be based on the Subscriber Share Structure.

  4. All Earning to be paid to You by Pixlr Market are subject to the following adjustments / deductions:

    1. any applicable taxes which in the opinion of Pixlr Market, is required to be withheld, deducted or paid from any of Your Earning pursuant to any applicable law, regulation or treaty. For the avoidance of doubt, Pixlr Market and the parties in the Distribution Network shall not be responsible in any way for Your tax obligations;
    2. any refunds or cancellation of licenses or downloaded Assets by the Licensees for any reasons whatsoever;
    3. any other reasonable expenses attributable to You in the course of enforcing this Agreement;
    4. any prior overpayment of Earning by Pixlr Market to You; and
    5. any other amount due from You to Pixlr Market or any parties in the Distribution Network,
      (collectively known as “Applicable Deductions”)
7.  Minimum Payout Threshold (in US$)
  1. PayPal
    The minimum payout is US$50.00.

  2. Payoneer
    The minimum payout is US$50.00.
8.  Payment Terms
  1. Selecting Payment Method: There will be no default payment method and Pixlr Market will not send You any Earning payable until You have chosen one of the payment methods above. To make such a selection, You are required to edit the settings in Your profile after signing in or during initial account registration. Pixlr Market shall not be responsible for payment set to incorrect accounts as entered into Your profile.

  2. Transaction Fees: Changes to Your payment preferences or address may result in processing payment problems / delay and cause additional processing fees / bank transaction charges (if any) to be incurred (“Additional Transaction Fees”). If the Additional Transaction Fees is incurred through no fault of Pixlr Market, Pixlr Market may charge a processing fee equivalent to the Additional Transaction Fees in processing and making payments to You by deducting such Additional Transaction Fees from the Earning payable.

  3. Account Cancellations and Sums Remaining: If You cancel Your account before You reach the Minimum Payout Threshold, the amount in Your account will be reimbursed to You via Your payment method. You shall however be fully responsible for all related charges to process such reimbursements.

  4. Modification: Pixlr Market reserves the right to modify the Earning rate and/or payment processing and/or payment delivery schedule at any time and will notify You by email of the change.

  5. Payment Schedule: All payments are made on the following month upon Your Minimum Payout Threshold being reached. Example, if You reached US$50.00 worth of Earnings in February and elect PayPal, Pixlr Market will pay You US$50.00 by the third (3rd) week of March.

  6. Customer Refunds and Adjustments

    1. Where a Licensee disputes the purchase of any Assets, and upon an internal investigation by Pixlr Market, at Pixlr Market’s discretion, a credit card chargeback or refund is made to the Licensee, the downloads of such Licensee shall be removed from Your earnings.
    2. Refunds are only given after signed documents are returned to Pixlr Market by the Licensee indicating that they will destroy any downloaded Assets from the Website and will not use the Assets.
9.  Fraudulent Downloads & Violations
  1. Intellectual Property Right Infringements: You shall not contribute any Assets in any manner that violates, plagiarizes, misappropriates or infringes the rights of third-parties in any manner including but not limited to intellectual property right infringements.

  2. Sites Tampering: You may not copy or adapt the object code of the Website, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Website, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to the Website.

  3. System Abuse: All Your Earnings will be forfeited if You are found to be artificially inflating downloads or violating the terms of this Agreement.

  4. Post-termination Account: If Your account is terminated for any reason, You must obtain Pixlr Market’s prior consent to sign up for another account. Further violation will result in a permanent ban from the use of the Website.
10.  Indemnity
  1. Indemnity by You: You agree to fully defend and indemnify the Pixlr Market Parties, free and harmless from any and all claims, liabilities, costs and losses (including any reasonable attorney’s fee and disbursement), arising out of or in connection with (i) Your Uploaded Assets; (ii) the use, licensing or sale of Your Uploaded Assets by Pixlr Market, Distributor, parties within the Pixlr Market Parties and Licensees pursuant to the terms of this Agreement; (iii) the use or infringement of IPR by You of the Website; and/or (iv) any breach or alleged breach or of any falsity or misrepresentation of any representation and warranty made by You in this Agreement.

  2. Indemnity by Pixlr Market: Subject to the terms of this Agreement, and provided that You have not breached the terms of this Agreement, Pixlr Market agrees to defend, indemnify, and hold You harmless up to the Liability Cap below. Such indemnification shall only apply to Claims for damages directly attributable to Pixlr Market’s breach of its representations and warranties in this Agreement, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any valid actual or threatened lawsuit, claim, or legal proceeding. This indemnification is conditioned upon You notifying Pixlr Market, in writing, of any such claim or threatened claim, no later than five (5) business days from the date You know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to You and emailed to legal@pixlr.com, Attention: General Counsel. If required, Pixlr Market shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Pixlr Market in the defense of any such claim and shall have the right to participate in any litigation at Your own expense. Pixlr Market shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.

  3. Liability Cap: Pixlr Market's maximum aggregate obligation and liability to You for all claims (assessed collectively) arising under this Agreement shall be limited to Twenty-Five Thousand United States Dollars (US$25,000.00) only (the "Liability Cap").
11.  Liability and Disclaimer
  1. No Consequential Liability: In no event will any of the Pixlr Market Parties be liable for any actual, indirect, special, incidental, economic, or consequential damages including but not limited to loss of revenue or profits, arising out of the submission, promotion, use, inability to use, or payment for, the Assets, even if Pixlr Market or the Pixlr Market Parties have been advised of the possibility of such damages.

  2. Licensees: You agree and acknowledge that Pixlr Market Parties and the parties within the Distribution Network will license the Assets according to various license agreements; however, Licensees of the Assets may or may not adhere to the terms and conditions of those license agreements, for which non-adherence, the Pixlr Market Parties and the parties within the Distribution Network shall not be held responsible or accountable in any way. In this regard, You hereby agree that while You may directly pursue claims against the Licensees, You will not pursue nor have any claims whatsoever against the Pixlr Market Parties or the parties within its Distribution Network but Pixlr Market may assist Your pursuit of such claims at Pixlr Market’s discretion and at Your expense.
12.  Representations and Warranties
  1. Legal Capacity: You represent and warrant that You are eighteen (18) years of age or over and have the legal capacity to enter and accept this Agreement. By using the Website, and/or registering for an account, You warrant that You at least the legal age of Your country's residence.

  2. Copyright Ownership: You represent and warrant that You own all proprietary rights including all copyright to the Assets and understand that Pixlr Market is merely providing a platform to market and sell the Assets for You. No title, copyright or intellectual property rights are transferred or granted in any way to Pixlr Market or any third-party.

  3. Tax Liability: You warrant that You shall be responsible for any income and all tax declarations as required in Your country of residence. Pixlr Market shall not be held responsible for any tax issues pertaining to Earnings paid out to You.

  4. No IPR Infringement: You represent and warrant that Your Assets does not, in any way and in any territory worldwide, infringe the copyright, trademark, IPR, performers’ rights, audio/voice release rights, production rights, privacy rights, publicity rights, trade secret, confidentiality or any other proprietary right of any party or third-party. You agree that You may not Upload any Assets which infringes any IPR and You have the duty and obligation to notify Pixlr Market of any such infringement (or possible infringement) and to take all steps to prevent any infringement of such IPR. Pixlr Market reserves the right to remove from the Website and the Distribution Network any Assets which infringes (or which Pixlr Market believes may infringe) any IPR with or without notice or reference to You.

  5. No Immoral Assets: You represent and warrant that Your Assets does not involve any illegal or immoral activities such as child abuse or exploitation, invasion of privacy or elements which are pornographic, offensive, politically endorsing, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, defamatory, intrusive of privacy or which endorses violence or acts of terrorism, is discriminatory towards race, gender, religion, faith or sexual orientation.

  6. Personal Account: You undertake to use the Pixlr Market account only for Yourself and no third-party shall have access to Your account. Any losses and damages arising from unauthorized access shall be Your sole liability / responsibility.

  7. Right to Grant: You represent and warrant that You have all unconditional and irrevocable authority, right, title and ownership in granting all the rights in this Agreement to Pixlr Market in relation to Your Assets.

  8. Creation Expenses: You represent and warrant that other than the Earnings, there are no other fees, expenses, claims, damages or royalties payable or which may be payable to You (or any person involved in the creation of the Assets Uploaded by You) (“Creation Expenses”) by Pixlr Market and the Pixlr Market Parties, as a result of the licensing or use of the Assets pursuant to the terms and conditions of this Agreement, and that any entitlement to Creation Expenses however and whenever arising is hereby waived by You unconditionally. You further represent and warrant that all Creation Expenses payable to persons involved in the creation of the Assets Uploaded by You have been paid by You in full and that if, for any reason, such Creation Expenses remain outstanding or arise, You shall be fully responsible for such sums.

  9. Virus/Malware: You warrant and represent that You will not introduce or transmit to the Website, and Your Assets does not contain any material or program of any kind that contains any virus, trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which might or will overburden, impair or disrupt the Website or servers or networks forming part of, or connected to, the Website, or which does or might restrict or inhibit any other user's use and enjoyment of the Website.

  10. True Information: You represent and warrant that all registration information, documents and identification provided by You are true, accurate, up to date and not misleading, and that You shall update such information to the Website/Pixlr Market as changes occur.

  11. Society Membership (applicable to Audio Asset only): You represent and warrant that there are no royalty payments which are payable or may be payable to any of the Collection Societies in relation to any Audio Asset contributed / Uploaded by You, and that You are not a member of any of these Collection Societies. If You are a member of a Collection Society, You are NOT eligible to sign up as a Pixlr Creator or directly or indirectly contribute or Upload any Audio Asset to the Website, or any sites operated within the Distribution Network. If You intend to join a Collection Society, You must inform Pixlr Market before doing so and take steps to terminate this Agreement pursuant to the terms herein.
13.  Term and Termination
  1. Term: This Agreement is effective until terminated. Either party may terminate this Agreement by giving thirty (30) days prior written notice to the other party.

  2. Immediate Termination: Either party may terminate this Agreement effective immediately if:

    1. the other party becomes insolvent or is subjected to bankruptcy; and/or
    2. the other party is in breach of this Agreement.

  3. Survival Rights: Termination will not affect the validity of any licensed Assets prior to the termination. Such licenses granted prior to termination will continue in full force and effect according to their terms.

  4. Effect of Termination: Within a reasonable time after termination of this Agreement, Pixlr Market shall delete all digital files representing the Accepted Assets and withdraw the availability of such files for search and licensing from all Distributors databases and repositories.

  5. Post-Termination / Assets Removal Licensing: Notwithstanding Clause 13(d) above, Pixlr Market may retain digital files of the Assets in its back-up media up to ninety (90) days after termination or removal of the Assets by You. Pixlr Market reserves the right to pursue and close previously quoted transactions prior to the termination and conclude the sale before the next payout date. All Earnings due to You as a result of the sale after the termination shall be paid out in full.

  6. Outstanding Earnings due to Termination: Pixlr Market may deem this Agreement to be terminated and reserves the right to off-set, forfeit or freeze any part or all Earnings due to You if there has been any material misrepresentation made as to the warranty, capacity, identity or copyright ownership of Assets provided to Pixlr Market or the Website hereunder.
14.  Force Majeure
It is mutually understood and agreed that neither You nor Pixlr Market (including Pixlr Market Parties and the parties in the Distribution Network hereto) shall be held responsible for damages caused by the delay or failure to perform any of its obligations under this Agreement, when such delay or failure is due to fires, explosions, floods, storms, strikes, labor trouble, riots, epidemic, legal acts of the public authorities, delays or defaults caused by public carriers which cannot reasonably be forecasted or provided against, change of government or political power, war (declared or undeclared), embargos, blockades, legal restrictions, insurrections, acts of God or any other cause similar thereto which is beyond the control of the parties herein.
15.  Governing Law and Dispute Resolution
This Agreement shall be governed by, and shall be construed in accordance with, the laws of Hong Kong. Any dispute, controversy or claim arising out of or relating to this Agreement, including validity, invalidity, breach or termination thereof, shall be settled by arbitration in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be one (1). The decision of the arbitrator shall, except in the case of manifest error, be final and binding upon the parties hereto. The arbitration proceedings shall be conducted in English.
16.  Language
This Agreement was originally written in English and may be subsequently translated into other languages. In case of inconsistency between the English version and the translated version, the English version shall prevail.
17.  Time of the Essence
Time wherever referred to in this Agreement shall be of the essence.
18.  Entire Agreement/Severability/Waiver
This Agreement constitutes the entire Agreement between You and Pixlr Market regarding this subject matter and supersedes any prior agreements with respect to the subject matter. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties' intention(s). Failure by Pixlr Market to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
19.  Successor and Assignment
  1. This Agreement shall remain valid and binding throughout the duration of this Agreement on the parties herein including their successors in title and permitted assigns.

  2. Pixlr Market shall be free to assign this Agreement and/or any of its rights or obligations under this Agreement to any party without notice to You.

  3. You may only assign this Agreement and/or any of its rights or obligations under this Agreement upon obtaining a prior written consent from Pixlr Market.
20.  Modification
Pixlr Market reserves the right to modify these terms at any time and to notify You by email or to display the modified terms on the Website.
21.  Acknowledgment of Acceptance
By clicking the “I Agree” button, You acknowledge that You have read, understood and have accepted the terms of this Agreement, and have had the opportunity to seek prior legal advice and agree to abide by and be bound by the terms and conditions as set forth in this Agreement.