Terms of Use

The following is a legal agreement between You and VIVE FZE, the owner and operator ("We") of PPIXXELLS.com website and related applications (the "Site" or " PPIXXELLS "). These terms of use ("Terms") govern your access to and use of the Site and its Visual Content.

"Visual Content" shall refer collectively to images, videos, augmented reality and virtual reality applications available from the PPIXXELLS website. "Image(s)" means photographs, vectors, drawings and the like. "Videos" means any moving images, animations, films, footage or other audio/visual representations, excluding still images, recorded in any format. "Augmented reality" is defined as a live direct or indirect view of a physical, real-world environment whose elements are augmented (or supplemented) by computer-generated sensory input such as sound, video, graphics or GPS data. "Virtual reality" is defined as computer technologies that use software to generate the realistic images, sounds and other sensations that replicate a real environment (or create an imaginary setting), and simulate a user's physical presence in this environment. VR has been defined as "...a realistic and immersive simulation of a three-dimensional environment, created using interactive software and hardware, and experienced or controlled by movement of the body" or as an "immersive, interactive experience generated by a computer".

Description of Services

The Site provides a platform to a community of registered users ("You" or "users") to upload and display Visual Content and enhance Visual Content for augmented reality production and virtual reality production (the "Services"). Additional Services may be offered by us from time to time. The following are the Terms for using the Site and the Services.

Acceptance Of Terms

BY USING THE SERVICES, YOU ARE AGREEING, ON BEHALF OF YOURSELF AND THOSE YOU REPRESENT, TO COMPLY WITH AND BE LEGALLY BOUND BY THESE TERMS AS WELL AS OUR PRIVACY POLICY POSTED IN THIS WEBSITE AND ALL APPLICABLE LAWS. IF YOU, FOR YOURSELF OR ON BEHALF OF THOSE YOU REPRESENT, DO NOT AGREE TO ANY PROVISION OF THESE TERMS, YOU MUST, FOR YOURSELF AND ON BEHALF ANY SUCH PERSON(S), DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR USE OF THE SERVICES, AND, IF YOU ARE ALREADY REGISTERED, CANCEL YOUR ACCOUNT.

Modification Of Terms

PPIXXELLS reserves the right, at its sole discretion, to modify or replace the Terms at any time. You shall be responsible for reviewing and becoming familiar with any such modifications. Using any Service or viewing any Visual Content shall constitute your acceptance of the Terms as modified.

In addition, when using particular features of the Services, You shall be subject to any posted guidelines or rules applicable to such Services.

Your access to and use of the Site and our Services may be interrupted from time to time as a result of equipment malfunction, updating or maintenance of the Site or any other reason within or outside the control of PPIXXELLS. We reserve the right to suspend or discontinue the availability of the Site and/or any Service and/or remove any Visual Content or applications at any time at our sole discretion and without prior notice. We may also impose limits on certain features and Services or restrict your access to parts of or all of the Site and the Services without notice or liability. We also reserve the right to impose subscription fees in the future to access or use the Site and the Services. The Site should not be used or relied upon for storage of your Visual Content and You are directed to retain your own copies of all Visual Content posted on the Site.

Registration

As a condition to using Services, You are required to open an account with PPIXXELLS and select a password and username, and to provide registration information. The registration information You provide must be accurate, complete and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your access to the Services. You may not use as a username the name of another person or entity or that is not lawfully available for use or a name that is otherwise offensive or obscene.

You are responsible for maintaining the confidentiality of your password and are solely responsible for all activities resulting from the use of your password and conducted through your PPIXXELLS account.

Services are available to authorized representatives of legal entities and to individuals who are at least 14 years old and who are authorized to access the Site by a parent or legal guardian. If You have authorized a minor to use the Site, You are responsible for the online conduct of such minor, and the consequences of any misuse of the Site by the minor. Parents and legal guardians are warned that the Site may display Visual Content that may be offensive to some and/or not appropriate for minors.

The Services are for use by a) individuals who own Visual Content, b) entities that represent owners of Visual Content and c) individuals and entities seeking to license Visual Content.

User Conduct

All Visual Content posted or otherwise submitted to the Site is the sole responsibility of the account holder from which such Visual Content originates and You acknowledge and agree that You, and not PPIXXELLS are entirely responsible for all Visual Content that You post, or otherwise submit to the Site. PPIXXELLS does not control user submitted Visual Content and does not guarantee the accuracy, integrity or quality of such Visual Content. You understand that by using the Site, You may be exposed to Visual Content that is offensive, indecent or objectionable.

As a condition of use, You agree not to use the Site and Services for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by PPIXXELLS. Without limitation, You agree not to use the Site and Services:

  • To post or transmit any Visual Content or communications that are obscene, pornographic, hate speech, abusive, threatening, offensive, immoral, profane, libelous, defamatory or that contains nudity or graphic or gratuitous violence or that infringes any copyright or other right of any person;
  • For any purpose (including posting or viewing Visual Content) that is not permitted under the laws of the jurisdiction where You use the Services;
  • To post or transmit, or cause to be posted or transmitted, any Communication designed or intended to obtain account or private information from any PPIXXELLS user;
  • To create or transmit unwanted ‘spam’ to any person or any URL;
  • To post copyrighted Visual Content that does not belong to You;
  • With the exception of accessing RSS feeds, You agree not to use any automated means to access the Site for any purpose without our express written permission. Additionally, You agree that You will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site; or (iii) bypass any measures we may use to prevent or restrict access to the Site;
  • To advertise to, or solicit, any user to buy or sell any third party products or services, or to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent; or
  • To promote or sell Visual Content of another person.
  • To report a suspected abuse of the Site or a breach of the Terms, send written notice to PPIXXELLS at support@ppixxells.com.

You are solely responsible for your interactions with other users of the Site.

Visual Content Made Available for Inclusion on the Site

Please read this section carefully before posting, uploading, or otherwise submitting any Visual Content to the Site. By submitting content to the Site, You are granting PPIXXELLS a worldwide, non-exclusive license to use the Visual Content and are representing and warranting to PPIXXELLS that the Visual Content is either owned by You or You are authorized to represent or distribute the Visual Content, and that PPIXXELLS is free to publish, distribute and use the Visual Content as provided in these Terms without obtaining permission, consent or any license from any third party.

In consideration of PPIXXELL’s agreement to allow You to use the Services, You agree with PPIXXELLS as follows:

You acknowledge that:

  • Any Visual Content uploaded to your account must be photographed by You;
  • By uploading your Visual Content to PPIXXELLS, You retain full rights to such Visual Content that You had prior to uploading;
  • By posting Visual Content to the Site, You grant to PPIXXELLS a non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Visual Content in connection with the Services. This license will exist for the period during which the Visual Content is posted on the Site and will automatically terminate upon the removal of the Visual Content from the Site;
  • The license granted to PPIXXELLS includes the right to use Visual Content fully or partially for promotional reasons and to distribute and redistribute Visual Content to other parties, websites, authorized agents, applications, and other entities, provided such Visual Content is attributed in accordance with the applicable credits, if any and as appropriate, as submitted to PPIXXELLS (notwithstanding the foregoing, no inadvertent failure to provide attribution shall be considered a breach of these Terms);
  • PPIXXELLS has the right to modify, alter and amend photo titles, descriptions, tags, and other accompanying information for any Visual Content and the right to submit Visual Content to other parties and authorized agents for the purpose of creating tags for Visual Content;
  • PPIXXELLS uses industry recognized software and measures to restrict the ability of users and visitors to the Site to make high resolution copies of Visual Content posted on the Site. Notwithstanding this, PPIXXELLS makes no representation and warranty that Visual Content posted on the Site will not be unlawfully copied without your consent. PPIXXELLS does not restrict the ability of users and visitors to the Site to make low resolution or ‘thumbnail’ copies of Visual Content posted on the Site and You hereby expressly authorize PPIXXELLS to permit users and visitors to the Site to make such low resolution copies of the Visual Content;] and
  • Subject to the terms of the foregoing license, ownership or other rights in the Visual Content including any intellectual property rights or other proprietary rights associated with the Visual Content are retained by You or the Visual Content owner represented by You.
  • You represent and warrant that:
  • You are the owner or the authorized representative of the owner of all rights, including all copyrights in and to all Visual Content You submit to the Site;
  • You have the full and complete authority and right to enter into this agreement and to grant to PPIXXELLS the rights in the Visual Content herein granted, and that no further permissions are required from, nor payments required to be made to any other person in connection with the use by PPIXXELLS of the Visual Content as contemplated herein; and
  • The Visual Content does not defame any person and does not infringe upon the copyright, moral rights, publicity rights, privacy rights or any other right of any person, or violate any law or judicial or governmental order.

You agree that You shall not have any right to terminate the permissions granted herein, nor to seek, obtain, or enforce any injunctive or other equitable relief against PPIXXELLS and its affiliates, all of which such rights are hereby expressly and irrevocably waived by You in favor of PPIXXELLS and its affiliates.

Storage Policy

Free accounts are limited to a maximum of 50 new photographs/images per week and 3,000 photographs/images in total (approximately 6Gb of storage, and 2Gb of data transfer from profile and portfolios per month)]. Any additional storage may result in restrictions on your account including limited access to your Visual Content. We reserve the right to modify our storage policy at any time with or without notice.

Links

The Services may provide, or third parties may provide, links to other Internet sites or resources. You acknowledge and agree that PPIXXELLS is not responsible for such external sites or resources, and does not endorse and is not responsible or liable for any content on or available from such sites or resources. You further acknowledge and agree that PPIXXELLS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with any use of or reliance on any such content, goods or services available on or through any such site or resource.

Release and Indemnity

You hereby expressly and irrevocably release and forever discharge PPIXXELLS, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, contractors, licensees, successors and assigns of and from any and all actions, causes of action, law suits, legal proceedings, liability, debts, judgments, claims and demands whatsoever in law or equity which You ever had, now have, or hereafter may have, for or by reason of, or arising directly or indirectly out of your use of the Site and the Services.

You hereby agree to indemnify and hold harmless PPIXXELLS, its affiliated and associated companies, and their respective directors, officers, employees, agents, representatives, contractors, licensees, successors and assigns from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys' fees, resulting from or arising out of (i) a breach of these Terms, (ii) Visual Content posted on the Site, (iii) the use of the Services, by You or any person using your account or username and password, or (iv) any violation of any rights of a third party.

Termination

PPIXXELLS may terminate or suspend any and all Services and/or your account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach the Terms. Upon termination of your account, your right to use the Services will immediately cease. If You wish to terminate your PPIXXELLS account, You may simply discontinue using the Services. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination of your account, PPIXXELLS will automatically remove all Visual Content posted to your account.

Indemnification for Breach of Terms

You agree to indemnify and hold harmless PPIXXELLS from and against any and all loss, expenses, damages, and costs, including without limitation reasonable attorneys fees, resulting, whether directly or indirectly, from your violation of the Terms. You also agree to indemnify and hold harmless PPIXXELLS from and against any and all claims brought by third parties arising out of your use of the Site and Services.

Warranty Disclaimer

THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. YOU USE THE SITE AND THE SERVICES AT YOUR OWN RISK. PPIXXELLS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PPIXXELLS DISCLAIMS ALL RESPONSIBILITY FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO (A) ANY ERRORS IN OR OMISSIONS FROM THIS SITE AND THE SERVICES, (B) THIRD PARTY COMMUNICATIONS, (C) ANY THIRD PARTY WEBSITES OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS IN THE SITE, (D) THE UNAVAILABILITY OF ALL OR ANY PART OF THE SITE OR THE SERVICES, (E) YOUR USE OF THE SITE OR THE SERVICES, OR (F) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SITE OR THE SERVICES.

Limitation Of Liability

WE DO NOT GUARANTEE THAT PPIXXELLS WILL ALWAYS BE AVAILABLE, SECURE OR ERROR-FREE OR THAT PPIXXELLS WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. PPIXXELLS IS NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. WHEN PERMITTED BY LAW, NEITHER PPIXXELLS NOR ANY OF ITS AFFILIATES, PARENTS, SUBSIDIARIES, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY LOSS, INJURY, CLAIM, LIABILITY, OR DAMAGE OF ANY KIND RESULTING FROM YOUR USE OF THE SITE OR THE SERVICES. PPIXXELLS SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR SERVICES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF PPIXXELLS AND ITS AFFILIATES, PARENTS, SUBSIDIARIES, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES. IN ALL CASES, PPIXXELLS WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE. WE RECOGNIZE THAT IN SOME COUNTRIES, YOU MIGHT HAVE LEGAL RIGHTS AS A CONSUMER. IF YOU ARE USING THE SERVICES FOR A PERSONAL PURPOSE, THEN NOTHING IN THESE TERMS OR ANY ADDITIONAL TERMS LIMITS ANY CONSUMER LEGAL RIGHTS WHICH MAY NOT BE WAIVED BY CONTRACT. IN SUCH CASES, PPIXXELL’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Miscellaneous

The Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, as if made within Ontario between two residents thereof.

Any controversies or disputes arising out of or relating to these Terms shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association or of the International Center for Dispute Resolution to be held in Toronto, Canada. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of these Terms. The arbitration proceeding shall be conducted in English and all documentation shall be presented and filed in English. The arbitrator shall not have the authority to modify any provision of these Terms or to award punitive damages. The arbitrator shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under these Terms. The parties agree that, notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding shall be commenced within two years of the acts, events, or occurrences giving rise to the claim.

Indemnification of PPIXXELLS

You, agree to defend, indemnify and hold PPIXXELLS, its affiliates and the respective directors, officers and employees of each harmless from and against any and all claims, losses, damages, liabilities and costs arising out of or relating to your breach of any of these Terms or use by You or any third party of the Site and Services.

General

These Terms constitute the entire understanding of the parties and supersede all prior and contemporaneous written and oral agreements with respect to the subject matter hereof. If one or more of the provisions of these Terms shall be held invalid, illegal or unenforceable in any respect, the validity, legality and enforcement of the remaining provisions shall not be affected or impaired. The failure to enforce or the waiver by either party of a default or breach of the other party shall not be considered to be a waiver of any prior, subsequent or other default or breach.