For best results, please submit images that meet PixelzS LLC guidelines for resolution and file format. PixelzS LLC works hard to make sure the edited images it returns to You are the quality our customers have come to expect from Pixelzs LLC. The returned image will be deemed accepted by You upon receipt, unless within seven (7) days You contact Pixelzs LLC though Your account page on Pixelzs LLC website and detail an error by PixelzS LLC with respect to the image. Pixelzs LLC is committed to customer satisfaction and will work with You to correct any PixelzS LLC error as determined in Pixelzs LLC sole discretion, including but not limited to re-performing its services to correct such an error. You will review any corrected image and accept or reject the same in accordance with this Section 1 (“Images”). This process shall repeat itself until the returned image is deemed accepted. PixelzS deletes from its system all images approximately thirty (30) days after their respective acceptance. PixelzS is not responsible for the quality of returned images if the image You originally submitted does not meet Pixelzs then-current guidelines.
PixelzS LLC returns the images to You via a public web address (e.g., URL). Although Pixelzs utilizes means to make Your edited image available only to You, there are inherent security limitations in a public web address which Pixelzs cannot and will not rectify and for which Pixelzs will not be liable. You are able to retrieve your edited images by downloading them from Pixelzs website, and in addition PixelzS LLC may permit retrieval through an FTP server, API or other mechanism. Pixelz soffers different service pricing based on different requested delivery dates. Pixelzs prioritizes its orders based on requested delivery dates and recognizes that Pixelzs will have satisfied and returning customers if it meets the requested delivery dates. Pixelzs will use commercially reasonable efforts to deliver Your image within the time frame requested, but Pixelzs does not guarantee that an order will meet its requested delivery date. If the actual date Pixelzs returns Your edited image is in a different delivery tier from the price You paid (e.g., You paid for 24 hour service but Pixelzs returned the image within 72 hours), You may contact Pixelzs through your account page, detail the date ordered, the requested delivery date and the date actually delivered, and Pixelzs will refund any difference as if You had requested the delivery date in which Pixelzs actually delivered the edited image. In rare instances, particularly large orders may surpass Pixelzs processing capacity for a requested delivery date, in which case Pixelzs will contact You to determine how best to restructure Your order.
The price of the service ordered shall be set forth in PixelzS LLCprice list then in effect when PixelzS LLC accepts Your order. PixelzS LLC reserves the right to change its price list without prior notice. All payments shall be made in United States Dollars. Pixelzs LLC will process your payment upon submission of Your order and will accept Your order upon verified payment. PixelzS LLC may consider extending a line of credit to large volume, repeat customers on a case by case basis, in which circumstance PixelzS LLC will invoice such customers on a monthly basis. You are responsible for paying any applicable taxes, duties or tariffs relating to your order, except taxes on Pixelzs LLC income. Notwithstanding the payment terms, all other terms of this Agreement apply to any free trial. Free trials are limited to product images only (e.g., no pet, person, logo or landscape images) and machine-like or automated submissions (e.g., multiple free trial requests from the same IP address) will not be accepted.
4. Rights to Use Image
You are solely responsible for the images you submit. PixelzS LLC reviews submissions for inappropriate material and reserves the right in its sole discretion to reject any image for any reason or no reason; however, Pixelzs LLC 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 PixelzS LLC, 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 PixelzS LLC do not contain any materials (such as malicious software code or viruses) that may harm PixelzS or its subcontractors’ property, and You hereby grant PixelzS a non-exclusive, worldwide, transferable, royalty-free, sublicensable (through multiple tiers of sublicenses including but not limited to Pixelzs 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 PixelzS and its subcontractors to perform the services You requested hereunder. You agree to indemnify and hold harmless PixelzS, 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.
5. Disclaimer of Warranties
EXCEPT FOR THE PROCEDURE SET FORTH IN SECTION 1 (“IMAGES”), THE SERVICES ARE PROVIDED “AS IS”. NEITHER PIXELZS LLC NOR ITS LICENSORS OR SUBCONTRACTORS MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES PROVIDED HEREUNDER. ALL IMPLIED WARRANTIES AS TO SATISFACTORY QUALITY, PERFORMANCE, MECHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
6. Limitation of Liability
IN NO EVENT WILL PIXELZS LLC, ITS LICENSORS OR SUBCONTRACTORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, REVENUE, SAVINGS, BUSINESS, DATA OR GOODWILL, HOWEVER USED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE ON ANY THEORY OF LIABILITY, WHETHER OR NOT PIXELZS LLC OR A LICENSOR OR SUBCONTRACTOR OF PIXELZS LLC WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, PIXELZS AND ITS LICENSORS AND SUBCONTRACTORS’ TOTAL LIABILITY TO YOU ARISING FROM OR IN RELATION TO THIS AGREEMENT OR PIXELZS OR ITS SUBCONTRACTORS’ PERFORMANCE OF THE SERVICES SHALL BE LIMITED TO THE TOTAL PAYMENTS TO PIXELZS FOR THE SERVICES PERFORMED ON THE RELEVANT IMAGE. IN NO EVENT WILL PIXELZS 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 INJURY 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.
7. Basis of Bargain
The parties acknowledge that PixelzS LLC has set its prices in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.
This Agreement shall be effective from the date You submit an image to PixelzS until the date the returned image is deemed accepted, provided that PixelzS may terminate this Agreement at any time and will return the fees paid by You for any image that PixelzS has not edited and PixelzS may or may not in Pixelzs sole discretion return fees paid for edited images not yet deemed accepted. Sections 3-9 of these Terms of Services, and any other provisions by their very nature, shall survive the expiration or termination of this Agreement.
9. General Provisions
This Agreement applies only to You and may not be assigned or transferred by You. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of PixelzS LLC. This Agreement will be governed by and construed according to the laws of California, U.S.A. without regard to that body of law controlling conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event of any dispute or claim arising out of this Agreement, the parties shall submit to arbitration with the American Arbitration Association in Santa Clara County, California, U.S.A. or other mutually agreeable arbitration service or location. This Agreement is written in English and the governing language shall be English. The use of the singular includes the plural and vice versa, as the context may require.