Pixter-media ecommerce systems:
Publisher Terms of Service
Pixter-media Ltd. (the "Company" or "we") is the provider of a platform which allows its users to purchase Customized products online. We would like to thank you (the "Publisher" or "you") for your interest in our Service (as stipulated below)
The Company wishes to grant you and the Publisher wishes to accept, a license to use, integrate, host or incorporate this service, including but not limited to any of its respective Social Media Applications, Plug-Ins, APIs, SDKs, web extension, and all elements, components, associated tools and executables (collectively, the "Service") in a software application, mobile application, website or other service operated or administered by the Publisher (the "Platform"), in accordance with the terms and conditions hereof.
This Publisher Terms of Service Agreement (the "Agreement") contains the terms and conditions that govern the integration, incorporation or hosting of the Service on a Platform operated by the Publisher. This Agreement takes effect when Publisher accepting this Agreement, whether by: (i) takes any step to use the service, integrate the service or host the Service on its Platform, or to otherwise use the Service, or any part thereof, or (ii) clicks “I agree to the terms of Service” box at the end of this Agreement. This Agreement reflects the entire agreement between Publisher and the Company.
By accepting this Agreement the Publisher hereby accepts and agrees to be bound by the following terms and conditions which constitute a legal and binding agreement between the Publisher and the Company. You represent that you are lawfully able to enter into this Agreement. If you are entering into this Agreement on the behalf of an entity, you represent that you have legal authority to bind that entity. In the event of any conflict between the provisions in this document and any document attached hereto, this document shall prevail with respect to the Publisher use of the Service.
All notices or other communications hereunder shall be given by email to either party.
Subject to the terms of this Agreement, the Company hereby grants the Publisher a limited, revocable, non-exclusive, non-assignable, non-transferable, non-sublicensable license, during the term of this Agreement, to: (a) integrate, host or incorporate the Service in a Platform administered or operated by the Publisher, thereby enabling its end users to use the Service via the Platform; and (b) access and use the Service to the extent permitted hereof. All rights which are not expressly granted herein are reserved by the Company. Publisher may not make any use of the Service, or any part thereof, in any manner not expressly permitted by this Agreement. The Publisher is fully responsible for all activities that are undertaken under the Publisher's license to use the Service, regardless of whether such activities are undertaken by the Publisher or a third party.
During the term of this Agreement, the Company shall provide the Publisher, at its sole discretion, support or modifications for the Service. Notwithstanding anything herein to the contrary, the Company may terminate the provision of such support or modifications, at any time and for any or no reason, without notice or liability to the Publisher. The Company may release subsequent versions of the Service and may require that the Publisher use such subsequent versions of the Service in any subsequent versions of its Platform. Notwithstanding the foregoing, the Company may, in its sole discretion, cease provision of support to any version of the Service. The continued use of the Publisher of the Service following a release of a subsequent version will be deemed as the Publisher's acceptance of the modifications in such subsequent version.
Nothing contained in this Agreement will grant the Publisher any right, title or interest in the trademarks, trade names, copyrights or other intellectual property rights of the Company other than the limited license granted herein, in and to the Service, and nothing in this Agreement intends to transfer any such intellectual property rights to, or to vest any such intellectual property rights in the Publisher. The Company retains all ownership and intellectual property rights in any deliverables, software, customization to the Service, reports, and other materials furnished in connection with its performance under this Agreement. The Publisher shall not take any action to jeopardize, limit or interfere with the intellectual property rights, in and to the Service, and the Publisher acknowledges and agrees that any unauthorized use of such intellectual property rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. The Publisher agrees that it will not remove, circumvent, obscure, make illegible or alter any notices or indications of intellectual property rights, in and to, the Service or the Company's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials. The Publisher agrees to take such actions, including, without limitation, execution of affidavits or other documents, as the Company may reasonably request to effect, perfect or confirm the Company's rights to the Service. Without derogating from the license granted above, title and related rights in the content stored, transmitted, posted, submitted or managed through the Service are the property of the applicable content owner and may be protected by applicable law.
Publisher has no obligation to provide the Company any suggestions, comments or other feedbacks (“Feedback”) relating to the Service. However, the Company may use and include any Feedback that the Publisher voluntarily provides to improve the Service or any other of its other services, products or technologies. Accordingly, if the Publisher provides Feedback, the Publisher agrees that the Company may freely use, reproduce, license, and distribute such Feedback. The Publisher agrees not to provide Feedback that the Publisher knows is subject to any intellectual property claim by a third party or any license terms which would require products or services derived from such Feedback to be licensed to or from, or shared with, any third party.
The Publisher declares that he retains all copyrights attached to this image as well as any other rights which may not be detailed in this agreement. The Publisher owns all the legal rights to sell licenses of use to his website/app images. The Publisher will be called “the Licensor”. The Publisher grants Pixter-media to sell licenses of his website/app images to licensees. The licensor grants the licensee a non-exclusive, non-transferable and non-assignable license for the use of the image in this correspondence for an unlimited period of time, and for the purpose of online and offline use, be it editorial, commercial or retail. The Publisher indemnifies and holds harmless Pixter-Media Ltd, against all claims, liability, damages, costs and expenses stemming from a breach of this agreement, the use of the image, your failure to abide by any restriction regarding the use of an image, or any claim by a third party related to the use of the image.
The Company shall have the right, but not the obligation, to monitor at its discretion the Publisher's use of the Service for billing purposes and to verify no misuse or network abuse.
Any action taken directly or indirectly by the Publisher with respect to the Service or any part thereof shall not and will not promote any content or encourage any activity that may be reasonably deemed as one of the following:
abusive, demeaning, prejudicial, profane, harassing, threatening, obscene, libelous, defamatory, offensive to minors, "Hate Speech" or promotes or condones violence against individuals or groups;
sexually explicit, pornographic or obscene content;
false, fraudulent, misleading or deceptive material, false representations or notifications, or material which impersonates others;
encouraging, promoting or assisting any illegal activity or any other conduct which may be deemed as unlawful or in violation of any applicable law, regulation, directive or any rules, limitations and restrictions that are relevant to the application of the Service, or order of any court or tribunal, or any activity that could give rise to civil liability, or that is infringing upon any third party right, including, without limitation, any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, or any other right;
Publisher shall not:
use, copy, edit, compile, hack, adapt, create derivative works of or modify the Service or any part thereof;
distribute any type of harmful applications or components which intentionally pose a security risk or create or exploit any security vulnerabilities, or any other malicious code or conduct, including taking any action that may materially interfere with or disrupt the end user's experience or his ability to use its device, including virus, adware, worms, Trojan Horses, malware, spyware or any other similar malicious activities, products, files or programs designed to interrupt, hijack, destroy, limit or adversely affect the functionality of any computer software, hardware, network or telecommunications equipment;
sell, transfer, sublicense, lease, lend, disclose access to, rent or otherwise distribute the Service to any other person or entity;
use the Service in any unlawful or fraudulent manner, for any unlawful purpose, or in any manner inconsistent with this Agreement;
interfere with or disrupt the Service or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Service for Publisher's own use as permitted herein);
disassemble, decompile, circumvent, attempt to derive the source code of, or otherwise reverse engineer the Service or any part thereof; or
engage, directly or indirectly, with an activity that competes with the Service, including but not limited to incorporating, integrating or hosting in any of the Publisher's software or mobile applications, websites or other services any hyperlinks, adverts, banners, screens, buttons or the like, that lead and/or traffic users to a service which competes with the Service or any part thereof, and shall not, other through the Company, directly or indirectly, sell or otherwise provide to any third party any product or service or otherwise engage or invest in any business that is of the same nature as the Company, whether as a principal or for its own account, or as a shareholder or other equity owner, during the term of this Agreement.
act in a fashion that may harm or dilute the Company's reputation;
The Company shall pay to the Publisher the consideration stated in Schedule I (the "Consideration"), plus VAT and all applicable taxes, if applicable, under such payment terms and reporting obligations as stated therein.
In the event of any breach of the terms of this Agreement by the Publisher, the Company may, in its sole discretion, to suspend, withhold and/or deny any payment and/or consideration due to the Publishers under the terms and conditions set forth in Annex B hereto.
During the term of this Agreement, the Publisher may have access to certain Confidential Information (as stipulated below) of the Company, whether furnished before or after the effective date of this Agreement.
“Confidential Information” means any non-public, proprietary, confidential or trade secret information of any party, whether written or oral, and regardless of the manner in which it is furnished, which given the totality of the circumstances, a reasonable person or entity should have reason to believe is proprietary, confidential, or competitively sensitive, including, without limitation, business procedures, technology and any related documentation, client list, developments, business partners or other information disclosed by the Company to the Publisher either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment. Confidential Information shall not include any information which: (i) was known to the Publisher or in its possession at the time of disclosure without any confidentiality obligation; (ii) becomes publicly known and made generally available after disclosure by the Company to the Publisher through no action or inaction of the Publisher; (iii) is independently developed by the Publisher without reliance on or use of the Confidential Information or any part thereof and the Publisher can show written proof of such independent development or (iv) required to be disclosed by applicable law, regulatory authority or a valid court order, provided that the Publisher shall provide the Company with reasonable prior written notice of the required disclosure and the disclosure shall be limited to the extent expressly required; or (v) the prior consent of the Company to release the Confidential Information was obtained.
The Publisher agrees: (a) not to disclose the Company's Confidential Information to any third parties other than to its shareholders, directors, officers, partners employees, advisors or consultants (collectively, the "Representatives") on a “need to know” basis only and provided that such Representatives are bound by written agreement to comply with the confidentiality obligations contained herein; (b) not to use any of the Company's Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (c) to keep the Company's Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care.
Warranties and Representations
The Publisher warrants, represents and covenants to the Company that it shall:
Not use the Service in violation of any of the terms of this Agreement or any applicable law or regulations or any third party rights, including intellectual property rights, privacy or publicity rights;
Comply with the technical instructions set forth in Annex C attached hereto (the “Technical Guidelines”), and acknowledges that any violation of the Technical Guidelines shall be deemed a material breach of this Agreement;
Report to the Company of any user compliant, or where the Publisher has been made aware of any misuse or abuse of the Service, or any infringement of any third party rights, including intellectual property, privacy or publicity rights;
Allow the Company to promote or advertise its services or products through the Platform, whether by marketing campaigns, promotions, discounts, coupons, or other offers.
Disclaimer of Warranties
The provision of the Services by the Company is depended and relies upon the services of third party suppliers and other service providers; the Service is thereby subject to the terms and conditions of such third party suppliers and service providers. The Company is providing the Service on "As Is" and "As Available" basis and it expressly disclaims towards You and any third party, any and all representations and warranties, whether express or implied to the condition, value or quality of the products provided via our Service (including but not limited to delivery times and destinations), including, without limitation, any warranties of merchantability, suitability or fitness for a particular purpose, non-infringement, security, title, accuracy, absence of viruses or any defect therein, warranties arising from a course of dealing, usage or trade practice in connection with the products provided via the Services, the confidentiality of the products or any content related herein and the satisfaction of any third party with the products. The Company further expressly disclaims any representations or warranties that the use of the Service will be continuous, uninterrupted, error or malware free, or that any information contained therein will be accurate or complete.
Notwithstanding anything herein to the contrary, the Company retains the right to refuse service to the Publisher or any other person or entity, at its sole discretion, for any or no reason. Your use of the Service is at your sole discretion and risk, and you will be solely responsible for any damages that may result from you use of the Service.
The Publisher shall indemnify and hold harmless the Company, including but not limited to any of its shareholders, directors, officers, affiliates, employees, agents, licensors, assigns, partners and representatives against any third party claim arising from or in any way related to your use of the Service, any loss, expenses of every kind and nature (including, but not limited to reasonable attorneys' fees), liability, damages, suits or claims resulting from the breach of any of your undertakings, warranties and representations hereunder and or in any way related to your use of the Service.
Limitation of Liability
To the fullest extent permitted by applicable law, in no event shall the Company, including but not limited to its shareholders, directors, officers, affiliates, employees, agents, licensors, assigns, partners and representatives, be liable under this Agreement for any consequential, special, direct, indirect, special, exemplary or punitive damages or for any loss of profits or revenue, goodwill, use, data, computer failure or other losses (whether in contract, warranty, tort, negligence, product liability or any other legal theory) in any way relating to this Agreement, resulting from the use or the inability to use the Service, the integration of the Service in your Platform, the cost or procurement of substitute goods and services, any breach of your undertakings under this agreements or the restrictions provided herein, even if the Company had been informed or advised in advance of the possibility of such damages. The Company aggregated liability under this Agreement for any claim or damage or series of claims or damages shall not exceed the amount of 100$. Your only right or remedy with respect to any problems or dissatisfaction with the Service is to cease use of such materials.
The Company shall not be responsible for the accuracy, completeness, legality, legitimacy or any other aspect of the data stored, posted, transmitted, submitted through the use of its Service, nor to the right to store, post, transmit or submit such data through the use of its Service on the Platform. The use of any third parties' content, information or data is at your sole responsibility and the Company explicitly disclaims any responsibility to the use or misuse of any such content. With respect to any personalized products, the Company shall not be responsible nor liable for any damaged, corrupted, unauthorized or incorrect digital images provided to the Company (it is hereby clarified that with respect to any personalized products you are solely responsible to provide the Company with the correct digital images selected and approved by the users of your Platform (and that such digital images are validated to be in accordance with any Technical Guidelines, as provided in Annex C, or other documentation provided by the Company). The Company shall neither be responsible nor liable for any content or materials that are displayed or published on your Platform.
The Company, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to its Service. You acknowledge and agree that the Company has no obligation to make available to you any subsequent versions of the Service or any part thereof. Furthermore, you acknowledge and agree that the Company, in its sole discretion, may modify or discontinue or suspend your ability to use any version of any of the Service, or terminate any license hereunder, at any time, without recourse to the courts, in accordance with the terms stipulated in this Agreement. The Company shall not accept any liability in relation to the direct or indirect damages caused by the release or the absence of release of new versions of the Service and by the suspension or termination of this Agreement by the Company.
Term and Termination
This Agreement commences on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
Either party shall have the right to terminate this Agreement immediately at any time.
The Company shall be entitled to suspend or terminate this Agreement immediately, by written notice to the Publisher, if the Company determined, in its sole discretion, that:
any act or omission by Publisher: (i) poses a security risk to the Service or any third party; (ii) may adversely impact the Service or any other of the Company's clients or end users, including by way of causing a user to be blocked from certain websites, networks or services; (iii) may subject the Company, its affiliates, or any third party to liability under any applicable laws or regulations, is in breach under any applicable laws or regulations, or is infringing upon any third party rights, including intellectual property, privacy or publicity rights; (iv) may be fraudulent; (v) may disparage or devalue the Company's reputation or goodwill;
the Publisher does not comply with any representation or warranty found in this Agreement;
the Publisher violated any of the terms of this Agreement, including if the Publisher is delinquent on payment obligations for more than 15 days; or
the Publisher have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of the Publisher's assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
The Company shall not be liable to the Publisher or any third party for the termination of this Agreement. Nothing in this section shall be construed as derogating from the Publisher responsibilities for all fees and charges incurred through the date of termination; the Publisher will not be entitled to any service credits under this Agreement for any period subsequent to the termination. Upon termination, any outstanding Consideration amounts as set out in Schedule I shall immediately become due and payable, and all rights and licenses granted herein shall be terminated and the Publisher shall immediately stop using, integrating or incorporating the Service. The Publisher shall promptly and permanently discard any confidential information of the Company in its possession or control.
Where the Publisher breach of this Agreement has incurred or resulted in an irreparable damage to the Company, in addition to any other remedies to which the Company may be legally entitled, the Company shall have the right to seek immediate injunctive relief in the event of a breach of this Agreement by the Publisher, or any party acting on its behalf.
The following Sections of these Terms shall survive termination: Proprietary Rights, Restrictions, Consideration, Confidentiality, Disclaimer of Warranties, Indemnification, Limitation of Liability, Term and Termination, Entire Agreement, Amendments, Governing Law, Severability, Waiver, Relationship.
This Agreement constitutes the entire understanding between the parties with respect to the matters referred to herein and replaces all prior understandings and agreements, in whatever form, regarding the subject matter. No modification or other amendment to this Agreement shall be valid unless reduced to writing and signed by both parties.
The Company reserves the right to modify the terms of this Agreement, at its sole discretion and at any time, by publishing the revised Agreement (available here: https://publishers.pixter-media.com/publisher/docs/terms_of_service.html). The Company has no obligation to inform or notify the Publisher of any publication or revision of the Agreement. The last revision will be reflected in the "Last Revised" heading. It is the Publisher sole responsibility to periodically review the most recent version of the Agreement. The Publisher's continued use of the Service shall constitute its acceptance to be bound by the terms and conditions of the revised Agreement.
This Agreement shall be governed by and construed under the laws of the England, excluding its conflict of law rules, and the courts of London shall have exclusive jurisdiction over the parties. The parties hereto further hereby waive any right to a trial by jury with respect to any lawsuit or judicial proceeding arising out of or connected to this Agreement.
If any provision of this Agreement will be held by a court of competent jurisdiction to be contrary to any law, the remaining provisions will remain in full force and effect as if said provision never existed.
No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate or constitute as a waiver thereof.
Nothing herein shall be deemed or construed as creating a partnership, joint venture of any kind, or employment relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
End User License Agreement
In consideration for your incorporation of the Service to your Platform, pursuant to and in accordance with the Agreement, you will be entitled to revenue payment in the rate of 20% of the “Qualified Revenues” (the “Publisher Portion”) generated by the Company from the Service, provided that you have an active PayPal account or other payment processor approved by the Company ("Payment Processor"), designated by you for the receipt of such payment (“Your Payment Processor Account”).
In this Annex B to the Agreement, "Qualified Revenues" shall mean the aggregate amount paid to the Company by an end user in consideration for an order submitted to the Company through the Service incorporated into your Platform pursuant to and in accordance with the Agreement, after deducing any and all expenses associated with refunds, reprints or chargebacks made by the Company to such end user, and (iii) any operational and service expences including all expenses required to cover reprints and other aims of end user compensation due to a wrong, incorrect or inaccurate presentation to such end user of the manufactured image by your Platform.
The Publisher’s Portion will be accumulated and routed on a monthly basis to Your Payment Processor account or if specifically agreed – to your bank account (each, a “Payment Transfer”), will be made by the 20 of each month, relating to the revenue share of the previous month. The minimum amount for a Payment Transfer is US$10.00. In case an amount of less than US$50.00 was accumulated in an applicable month during the term of this Agreement, such accumulated amount will be added the next applicable Payment Transfer in which an amount of US$50.00 or more is transferred to you.
The Company will support the last released SDK or API version and the current one. Older versions may not be supported and it’s your responsibility to update the application version with the new SDK/API version. You shall give your users an exact preview of the image that is going to be uploaded to the Company's Service.