THIS ARTIST AGREEMENT GOVERNS YOUR SUBMISSION OF ANY PHOTOGRAPHS, DRAWINGS, DESIGNS, ILLUSTRATIONS, OR OTHER IMAGES (COLLECTIVELY, "IMAGES") TO THE ONLINE WEBSITES, INTERFACES, FEATURES, AND SERVICES (COLLECTIVELY, THE "SERVICES") OWNED AND OPERATED BY PIXL ME AND ITS AFFILIATES AND SUBSIDIARIES (COLLECTIVELY, "PIXL ME," "WE," "US," or "OUR"). THIS ARTIST AGREEMENT INCLUDES AN ARBITRATION CLAUSE AND A WAIVER OF YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE LAWSUIT. BY ACCESSING OR USING THE SERVICES, YOU ATTEST THAT YOU ARE AT LEAST THE AGE OF MAJORITY IN YOUR STATE OR PROVINCE OF RESIDENCE AND ARE LEGALLY CAPABLE OF ENTERING INTO A BINDING CONTRACT. IF YOU DO NOT AGREE TO BE BOUND BY THIS ARTIST AGREEMENT, YOU MUST NOT ACCESS OR USE THE SERVICES. THIS ARTIST AGREEMENT MAY BE UPDATED FROM TIME TO TIME. PLEASE READ THIS ARTIST AGREEMENT CAREFULLY BEFORE USING THE SERVICES.
PiXL Me reserves the right to withdraw or amend the Services in its sole discretion without notice from time to time. PiXL Me will not be liable if for any reason if all or any part of the Services are unavailable at any time or for any period. PiXL Me assumes no responsibility regarding the accuracy, availability, currency, or usefulness of the Services.
By submitting Images to the Services, you agree to be bound by this Artist Agreement as well as PiXL Me's Artist Guidelines, PiXL Me's Terms of Use, and PiXL Me's Privacy Policy. PiXL Me may terminate your access or use of the Services any time without further notice, in addition to PiXL Me's other rights at law and/or equity. By submitting Images to the Services, you agree to be bound by all such changes.
(a) Grant of Rights. By submitting Images to PiXL Me, you grant to PiXL Me a worldwide, non-exclusive, transferable, and sublicensable right and license to use, index, analyze, categorize, archive reproduce, publicly display, advertise and market, such Images for PiXL Me's business purposes, including but not limited to the distribution of your Images to PiXL Me customers and to develop new features and products.
(b) Adaptation. For purposes of clarity and without limiting the foregoing, you acknowledge and agree that the rights and license granted to PiXL Me under this Artist Agreement include PiXL Me's rights: (i) to modify, edit, combine with other materials (including, but not limited to, in combination or conjunction with your name or any other name, or no name), translate, include in collective works, and create derivative works of the Images in whole or in part (collectively, "Adapt," "Adapted," and "Adaptation" have correlative meanings); and (ii) to reproduce, perform (publicly or otherwise), display (publicly or otherwise) and transmit the Images, in whole or in part, as provided by you or as Adapted for such purposes and uses as are permitted under this Section 3(b).
(c) Other PiXL Me Rights. PiXL Me shall have the rights (i) not to use or exploit the Images and (ii) to exercise its rights under this license through any of its employees, agents, and independent contractors.
You shall:
You own and retain all right, title, and interest in and to the Images, subject to the license granted in Section 3(a). PiXL Me will own and retain all right, title, and interest in and to all Adaptations of the Images made by, or by any third party for the benefit of, PiXL Me, subject to your rights in the underlying Images.
The PiXL Me logos, product and service names are trademarks owned or licensed by PiXL Me or its licensors. Images, text, or other information posted or found on the Services are solely for the use of users who agree to abide by this Artist Agreement and PiXL Me's Privacy Policy, and may not be accessed, used, reproduced, or published for any purpose, commercial or otherwise, without the express written permission of PiXL Me and the owner(s) of the images, text, or other information. If you believe that anything on the Services infringes your copyrighted work, please provide PiXL Me with written notice of such infringement. Such notice must include the following to be in compliance with the U.S. Digital Millennium Copyright Act ("DMCA"): (a) the physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner's behalf; (b) identification of the copyrighted work claimed to have been infringed; (c) information reasonably sufficient to permit us to locate the copyrighted work; (d) your contact information, including, your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that use of the copyrighted work in the manner complained of is not authorized by the copyright owner, its agent, or applicable law; and (f) a statement that the information in the written notice is accurate, and under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the copyright owner.
Send the written notice to PiXL Me's designated agent for notice of alleged copyright infringement at:
By Email: Support@PiXLMe.com
By Mail: PiXL Me, Inc., Artist Support, #208, 555 N. El Camino Real, Suite A, San Clemente, CA 92672
Phone: (949) 218-1585
PiXL Me reserves the right to remove or restrict access to any Images alleged to be infringing or terminate your account if you are determined to be a repeat infringer. PiXL Me may do so in its sole discretion, without prior notice, and without any obligation or liability to you.
You grant to PiXL Me a worldwide, non-exclusive right to use your name, image, likeness, and biographical and professional information (including information you provide to PiXL Me and any other information about you that is publicly available) in connection with the Images and any Adaptations, including to advertise and promote the same or any good or service that features or includes at least one of the Images, in whole or in part, as provided by you unmodified or as Adapted, without further consent from, or any payment or other compensation to, you.
(a) Mutual Representations and Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into, perform, and grant the rights and licenses it grants and is required to grant under this Artist Agreement.
(b) Your Representations and Warranties. By providing the Images to PiXL Me, you hereby represent and warrant that:
You acknowledge that you may acquire certain confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data (collectively, "Confidential Information"). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS," "WITH ALL FAULTS," "AS AVAILABLE," AND AT THE USER'S SOLE RISK. OTHER THAN AS EXPRESSLY SET FORTH IN THIS ARTIST AGREEMENT, PIXL ME MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW ANY AND ALL OTHER WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING ANY WARRANTIES OR CONDITIONS THAT THE SERVICES: (A) ARE FIT FOR A PARTICULAR PURPOSE; (B) DO NOT INFRINGE THIRD PARTY RIGHTS; (C) ARE ACCURATE OR ERROR FREE OR WILL MEET YOUR NEEDS OR REQUIREMENTS; OR (D) WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR FREE OF MALICIOUS CODE OR VIRUS.
TO THE FULLEST EXTENT PERMITTED BY LAW, PIXL ME'S LIABILITY OUT OF OR IN CONNECTION WITH THIS ARTIST AGREEMENT IS LIMITED TO THE ROYALTIES PAID TO YOU FOR THE IMAGE(S) IN QUESTION. IN NO EVENT WILL PIXL ME OR ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE IMAGES OR SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, THAT RESULT FROM YOUR SUBMISSION OF ANY IMAGES OR USE OF THE SERVICES AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You shall indemnify, defend, and hold harmless PiXL Me and PiXL Me's respective officers, directors, employees, agents, affiliates, successors, and permitted assigns from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers, arising out of or in connection with any third-party claim, suit, action, or proceeding relating to any actual or alleged breach by you of your representations, warranties, covenants, or other obligations hereunder.
Important: This Section 14 limits certain LEGAL rights and includes a waiver to the right to maintain a court action, the right to a jury trial, and the right to participate in any form of class or representative ACTION and limits your ability to obtain certain remedies and forms of relief. Please review carefully.
(a) In the unlikely event that a disagreement arises between you and PiXL Me, prior to initiating any arbitration or lawsuit, you must first contact PiXL Me directly so that we may work in good faith to find a mutually agreeable solution. If the issue cannot be resolved between you and PiXL Me within sixty (60) days of written notice, you and PiXL Me agree, as permitted by applicable law, to resolve any claim or controversy at law or equity arising out of, relating to, or connected in any way with the Services or this Artist Agreement (collectively, "Dispute") through binding INDIVIDUAL ARBITRATION, or as we and you otherwise agree in writing. This Section 14 shall survive termination of this Artist Agreement.
(b) CLASS AND COLLECTIVE ACTION WAIVER: You and PiXL Me explicitly agree to the fullest extent allowable and enforceable under applicable law, that the arbitrator must decide any Dispute on an individual basis. NO DISPUTE SHALL BE ARBITRATED ON A CLASS, REPRESENTATIVE OR CONSOLIDATED BASIS. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated absent the express written consent of PiXL Me.
Arbitration Procedure:
This Artist Agreement and the relationship between you and PiXL Me shall be governed by the laws of the State of Delaware without regard to its conflict of law provisions. Subject to Section 14, you hereby consent and submit to personal jurisdiction in the state and federal courts located in Wilmington, Delaware.
This Section 16 and Sections 10, 12, 13, 14, and 18 will survive any termination or expiration of this Artist Agreement.
If any provision of this Artist Agreement is judged to be invalid, illegal or unenforceable, that provision shall be deemed deleted and the remainder shall not be affected. PiXL Me's failure to enforce any provision of this Artist Agreement shall not be deemed a waiver of the provision or any right under this Artist Agreement.
This Artist Agreement as well as PiXL Me's Artist Guidelines, PiXL Me's Terms of Use, and PiXL Me's Privacy Policy constitute the sole and entire agreement between you and PiXL Me with respect to the Images and Services, and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Images and Services. This Artist Agreement and all of your rights and obligations under this Artist Agreement are not assignable or transferable by you without PiXL Me's prior written consent. PiXL Me may freely assign, transfer, or delegate this Artist Agreement or any of PiXL Me's rights and obligations under them.
The Services is operated by PiXL Me, Inc. All feedback, comments, requests for technical support and other communications relating to the Services should be directed to: Support@PiXLMe.com or PiXL Me, Inc., Attn: Electronic Communications Delivery Policy, #208, 555 N. El Camino Real, Suite A, San Clemente, CA 92672.
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