1. Terms of reference
The following are the terms and conditions for the purchase and use of Pixelz Services ApS’ (hereinafter “Pixelz”) suite of software tools for e-commerce content creation, Creative Force (hereinafter “the Service”).
Unless otherwise expressly agreed between the customer (hereinafter “the Customer”) and Pixelz, these terms and conditions apply to the Customer’s purchase and use of the Service.
2. Fees and subscriptions
Pixelz offers a range of subscriptions and a 14 days free trial. At the end of the free trial the Customer either agrees to pay the fees applicable at the time or to discontinue using the Service.
Subscriptions are available on either quarterly or annual pre-paid, non-refundable contracts. All contracts will automatically renew for the same term using the payment method on file, unless the Customer changes or discontinues the Service.
The Customer’s non-use of the Service will not be considered a discontinuance of the Service. To discontinue the Service, the Customer must inform Pixelz hereof in writing via email@example.com in accordance with clause 10.
All payments must be made via credit card. Pixelz may changes its fee structure at any time with 14 days’ notice, in which case the new rates will apply as of the next renewal period.
Pixelz’ terms of payment are net 7 days. Upon late payment, the amount in question yields interest with 2 % for each month or part of a month.
All Service upgrades will be available immediately, while all downgrades will be effective as of the next renewal date.
The Customer is able to create one or more user profiles (hereinafter “Users”) with access and license to use the Service. The Customer must pay the applica-ble fee for all activated Users.
A User can be deactivated via the Service. Once a User is deactivated, the Customer must continue paying the applicable fee for the rest of the billing period, cf. clause 2, in which the User has been deactivated.
4. Intellectual property and data
All intellectual property rights pertaining to the Service, including all underlying technology and software, is and shall remain the sole and exclusive property of Pixelz and is thus protected in accordance with the applicable intellectual property rights legislation.
The Customer is granted a license to use the Service, but no license to use of any underlying technology or software is granted to the Customer. The Customer is not in any way entitled to, nor may the Customer allow any third party to, reverse engineer and/or create derivatives of the Service using any method possible. The Customer may not modify the Service.
The Customer retains ownership of the Customers own data and images inserted into the Service.
The Customer represents and warrants that any and all material provided by the Customer to Pixelz does not infringe any third party intellectual property rights. The Customer agrees to hold Pixelz harmless, should any such infringement occur.
6. Personal data
If the Customer uses the Service to upload images of physical, identifiable persons and thus makes Pixelz process personal data, for which the Customer is responsible, the Customer must enter into a data processing agreement with Pixelz. Pixelz data pro-cessing agreement can be found here: https://dk.pixelz.com/data-processor-agreement/
Pixelz is not able to continuously control, whether or not the Customer uses the Service to upload such personal data. The Customer is thus solely responsible for notifying Pixelz hereof, if the Customer choses to do so. If the Customer fails to notify Pixelz of any upload of personal data to the Service, the Customer agrees to indemnify, hold harmless and defend Pixelz and its contractors from and against any and all third-party claims, actions, proceedings and lawsuits, arising the Customers use of Pixelz as a data processor without notifying Pixelz. The Customer also agrees to indemnify Pixelz and its contractors any and all expenses connected hereto, including attorneys’ fees.
7. Limitation of liability
Pixelz will not be liable to the Customer or any third-party claimant for any indirect, punitive, consequential or indicental losses or damages, including, but not limited to, lost profits or lost data inserted into the Service.
Pixelz’ total cumulative liability to the Customer or any other party for any loss or damages resulting from any claims, demands or actions arising out of or in connec-tion to these terms and conditions or the Customer’s use of the Service shall not exceed the total paid-in fee from the Customer to Pixelz within 12 months prior to the date the claim is first brought against Pixelz.
8. Disclaimer of warranties
Pixelz agrees to carry out the Service and provide the website with professional and commercial diligence to the best of its knowledge. Pixelz warrants that the access to and the functions of the Service and/or website shall be available in accordance with the Service Level Agreement or clause 9 if applicable. Pixelz shall be held liable for any malfunctions, interruptions and failures, if Pixelz is responsible for such a malfunction, interruption or failure.
9. Service level
During periods, where the Customer has 15 or more active Users of the Service, the Service Level Agree-ment entered into between the parties will apply.
During periods, where the Customer has less than 15 active Users of the Service, Pixelz will use its best efforts to guarantee a minimum of Service downtime per year, however Pixelz is not liable for any downtime resulting from, including, but not limited to, internet service provider outages, power outages, equipment failures, scheduled maintenance or force majeure.
The Customer is entitled to terminate its subscription with 1 month’s notice effective at the end of the current billing period, cf. clause 2.
If the Customer terminates its subscription, the Customer receives no refunds or exchanges for any unused time on a subscription, any license or subscrip-tion fees for any part of the Service or any content or data associated with the Customer’s account.
Pixelz is entitled to terminate a Customer’s subscrip-tion with 12 months’ notice.
Either party may terminate the subscription effective immediately in case of the other party’s breach of these terms and conditions, if the other party has not been able to rectify the breach within 30 days of submission of a written claim from the party not in breach. If the breach is caused by the Customer’s non-payment, Pixelz may at its discretion terminate the Customer’s subscription or suspend the Customer’s use of the Service. If the Customer wishes to reverse such a suspension in order to re-access the Service, the Customer must settle the balance in full and pay a re-establishment fee.
Pixelz is entitled to assign and/or transfer any of its rights or obligations under these terms and conditions to any affiliate company in connection with a merger, acquisition, corporate reorganization or sale of all, or substantially all, of its assets pertaining to the Service. Pixelz is obligated to notify the Customer of any such assignments or transfers.
These terms and conditions may be amended or updated by Pixelz from time to time. The Customer’s use of the Service after any such amendment or update of these terms and conditions shall signify the Customer’s acceptance of the revised terms and conditions. As a consequence, the Customer is responsible for visiting and reviewing these terms and conditions periodically.
These terms and conditions are governed by Danish law. Any disputes arising out of or in connection with these terms and conditions or the Customer’s use of the Service, must be settled by the District Court of Holstebro.