PLEASE READ CAREFULLY:
BY ACCESSING OR USING ALL OR ANY PORTION OF PIXLR X, PIXLR E, PIXLR M, PIXLR EXPRESS, PIXLR EDITOR, 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 OR SUCH OTHER WEBSITES UNDER PIXLR WHICH MAY BE INTRODUCED FROM TIME TO TIME (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. 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.
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.
We grant You a limited, non-exclusive, revocable licence to make use of Pixlr in accordance with the Agreements.
The Agreements shall remain in effect until and unless terminated by You or Pixlr in accordance with Section 5 (“Term”).
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”).
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.
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.
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.
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. For the avoidance of doubt, this Clause 11 and 12 below shall not be applicable to You if You are under: (a) the Pixlr free service; and (b) the Pixlr Premium service (unless otherwise stated). This Clause 11 and 12 only applies to the Pixlr Creative Pack service.
Pixlr's maximum aggregate obligation and liability to You for all claims (accessed collectively) under Clause 11 shall be limited to Twenty Five Thousand United States Dollars (US$ 25,000.00) or the total amounts paid by You to Pixlr for Your use of the Services in the six (6) months immediately preceding the date on which the claim giving rise to the liability aros, whichever the lower ("Liability Cap").
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.
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.
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 firstname.lastname@example.org.
Nothing in the Agreements shall be construed to create any partnership, joint venture, employment or agency relationship between You and Us.
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.
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.
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.
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.
Last updated: 9 October 2020