Terms of Service - Pixelogic

Last Updated: February 28, 2024

Please read the following terms and conditions (these “Terms of Service”) carefully before you start use of the Pixelogic service, which includes the website, service offerings and any and all data and content available therein (collectively, the “Service”). By using the Service, opening an Account, submitting employment information, communicating with us through the website regarding contracting or prospective contracting services, or by clicking to accept or agree to these Terms of Service, you accept and agree to be bound by and abide by these Terms of Service and our Privacy Policy, found here, incorporated herein by reference. If you do not agree to these Terms of Service or the Privacy Policy, or if you are prohibited from agreeing to these Terms of Service for any reason, you may not access or use the Service. Pixelogic Media Partners LLC (“Pixelogic”) reserves the right to update and change these Terms of Service, at which time it will update the date of these Terms of Service and your continued use of the Service shall constitute your acceptance of the updated Terms of Service.

ACCOUNT TERMS

To use the Service, you may be required to create an account and provide your legal full name, a valid email address and any other information requested by Pixelogic or made available for input through Pixelogic (an “Account”).

You are responsible for maintaining the security of your Account and password, and you agree to use commercially reasonable efforts, including, at a minimum, security measures consistent with the prevailing industry standards, to prevent unauthorized access to your Account or use of the Service. You agree to promptly notify Pixelogic if you become aware of any security breach, including any loss, theft, or unauthorized disclosure or use of your Account. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR ACCOUNT INFORMATION AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT. PIXELOGIC WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR ACCOUNT INFORMATION OR FOR ANY ACTIVITY UNDERTAKEN USING YOUR ACCOUNT INFORMATION.

You, and you alone, are permitted access to the Services via your Account. You are not permitted to share your Account absent prior written permission from Pixelogic. All users, including within the same organization, should create and utilize only their own Account. An Account may not be shared by multiple people. You are entitled to create only a single Account.

You must be a human, not a minor acting without parental and/or guardian consent, and Accounts registered by “bots” or other automated methods are prohibited.

RIGHTS TO USE THE SERVICE; RESTRICTIONS

Pixelogic hereby grants to you a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable and terminable and revocable license to access and use the Service consistent with the terms and conditions of these Terms of Service.

You acknowledge and agree that the rights granted to you under these Terms of Service are non-exclusive and that nothing in these Terms of Service will be interpreted or construed to prohibit or in any way restrict Pixelogic’s right to license, sell, or otherwise make available the Service, in whole or in part, to any third party or perform any services for any third party.

All rights in and to the Service not expressly granted to you in these Terms of Service are reserved to Pixelogic. Pixelogic retains exclusive ownership of all worldwide copyrights, trademarks, trade secrets, patent rights, moral rights, property rights and all other industrial rights in the Service and documentation, including any derivative works, modification, updates, or enhancements, and nothing in these Terms of Service shall be deemed a grant, by implication, estoppel or otherwise, a license to any other existing or future intellectual property rights unless agreed otherwise, in writing, between Pixelogic and you.

You may not to (a) copy, perform, distribute, modify, adapt, alter, translate, or create derivative works of the Service, including Pixelogic’s software, tools and technology; (b) merge the Service with other software; (c) sublicense, lease, rent, sell, or loan the Service to any third party; (d) reverse engineer, decompile, disassemble, frame, emulate, clone, circumvent, or otherwise attempt to derive the code of the Service; (e) otherwise use the Service except as expressly allowed in these Terms of Service or (f) authorize, permit, enable or encourage any third party to do any of the foregoing.

You may not use the Service for any illegal purpose or to violate any laws, whether in the United States or within your own jurisdiction. In accessing this Service, you are responsible for compliance with all applicable laws, including all applicable export and import control laws and regulations in its use of the Service. You may not export or re-export the Service without all required United States and foreign government licenses. You understand that access and use of the Service from outside the United States may constitute export of technology and technical data that may implicate export regulations and/or require export license, all of which shall be your sole responsibility.

Pixelogic does not represent that the Service is appropriate or available for use in all countries and prohibits access where illegal.

In addition, you may not:

use the Service to provide commercial services to third parties, absent separate written agreement signed by You and Pixelogic;
use any devices, software, or automated programs such as spiders, crawlers, or robots to systematically index, aggregate, download, harvest or re-publish any of its content or information;
use the Service to store or transmit any content that may be infringing, defamatory, threatening, harmful, or otherwise tortious or unlawful, including any content that may violate intellectual property, privacy, rights of publicity, or other laws, or send spam or other unsolicited messages or actions in violation of applicable law;
upload to, or transmit from, the Service any data, file, software, or link that contains or redirects to a virus, Trojan horse, worm, or other harmful component;
access the Service to build a similar or competitive product or service or copy any ideas, features, functions, or graphics of the same; or
authorize, permit, enable, or encourage any third party to do any of the above.

YOUR CONTENT

The Service may enable you to post or process content and information (“Your Content”). You grant Pixelogic and its affiliates a non-exclusive, worldwide right and license to use, copy, display, and perform Your Content in order to perform the Service or otherwise to further the purposes for which you submit Your Content (e.g., to evaluate an application for employment or contracting work).

Your Content must comply with United States copyright law and the copyright laws of your jurisdiction.

You represent, warrant, and covenant to Pixelogic that you have all rights, permissions, consents, and/or licenses necessary to post or process Your Content through the Service and to grant Pixelogic the rights granted to it herein.

OWNERSHIP

You acknowledge and agree that the Service contains Pixelogic’s valuable intellectual property, including, without limitation, copyrightable material and trade secrets. As between You and Pixelogic, Pixelogic owns or licenses the content on the Service (other than Your Content), including, but not limited to, all software, text, images, videos, and other visual and audio-visual content (“Pixelogic Content”); trademarks, trade names, logos, and brand elements (“Marks”); and third-party content, trademarks, trade names, logos and brand elements of third-party products and services that may be displayed on or made available through the Service (“Third-Party Materials”). The Content, Marks, and Third-Party Materials (collectively “Materials”) are protected under U.S. and international laws.

All rights, title, and interest, in and to the Service and the Materials, whether registered or under common law, not expressly granted in these Terms of Service are reserved by Pixelogic and its licensors. Absent prior, express written permission from Pixelogic, you shall not claim, file for, apply to register or otherwise acquire an interest in any copyrights, trademarks, patents or trade secrets for the Service or the Materials.

FEEDBACK AND SUBMISSIONS

We welcome and appreciate your feedback and suggestions about the Service. You understand that we cannot necessarily respond to or implement feedback or suggestions, but if we do, you understand and agree that we may use your feedback or suggestions without compensation to you.

DIGITAL MILLENIUM COPYRIGHT ACT

If you believe that any content has infringed upon your copyright rights, please provide Pixelogic with a notice of copyright infringement in compliance with § 512 of the Digital Millennium Copyright Act. Once Pixelogic receives a notice of copyright infringement in compliance with § 512, Pixelogic will act with commercial reasonableness to remove or disable access to the allegedly infringing content. Pixelogic will also make a good faith attempt to notify the Account owner or uploader of the allegedly infringing content. The Account owner or uploader may respond to Pixelogic with a counter-notification if they believe the content subject to a notice of copyright infringement was not infringing any intellectual property rights.

The notice of copyright infringement must comply with § 512 of the Digital Millennium Copyright Act and must also contain the following:

The physical or electronic signature of a person authorized to act on behalf of the copyright owner;
Identification of the copyrighted work(s) alleged to have been infringed;
The location of the copyrighted work(s) on the Service;
Your contact information, such as an address, telephone, fax number, or email address;
A statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the copyright owner.

Conversely, if you are an Account owner and user that believes that content subject to a notice of copyright infringement is not actually infringing, you may submit a counter-notification. The counter-notification must contain the following:

Identification of the specific materials that have been removed from the Service;
Your contact information, such as an address, telephone, fax number, or email address;
A statement, under penalty of perjury, that you have a good faith belief that the content was removed as a result of mistake or misidentification;
A statement that you consent to the jurisdiction of the federal district court in which your address is located or, if you are outside of the US, that you consent to the jurisdiction of the federal courts located in Los Angeles, California;
A statement that you will accept service of process from the notifying party; and
Your physical or electronic signature.

Notifications of copyright infringement and counter-notifications may be submitted to Pixelogic’s Copyright Agent: Traverse Legal, PLC, 810 Cottageview Drive, Suite G-20, Traverse City, Michigan 49684; with a copy via email to dmcaagent@traverselegal.com.

TERMINATION

Pixelogic may suspend or terminate your access to the Service at any time, within its sole discretion, including if you breach these Terms of Service and, in such event, all Materials will be inaccessible from the Service.

Pixelogic reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any part of the Service with or without notice. Pixelogic shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service or any part thereof.

YOU BEAR THE SOLE RESPONSIBILITY TO PROTECT AND BACKUP YOUR CONTENT AND DATA, NETWORK, HARDWARE SYSTEMS, SERVERS, SOFTWARE, COMPUTERS, OPERATING SYSTEMS, AND SECURITY SYSTEMS.

WARRANTY DISCLAIMER

THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIXELOGIC DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, TITLE, FUNCTIONALITY AND NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING THE SERVICE SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY WHATSOEVER. YOU ACKNOWLEDGE THAT YOU HAVE RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN. WITHOUT LIMITING THE FOREGOING, PIXELOGIC DOES NOT WARRANT THAT THE (i) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER CONTENT OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (i) PIXELOGIC SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION DIRECT, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, THE LOSS OF USE OF ANY CONTENT OR DATA, OR FOR ANY ERROR IN, OMISSION OF, INTERRUPTION OF, DELETION OF, DEFECT IN, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF ANY CONTENT OR DATA OR YOUR BUSINESS, EVEN IF PIXELOGIC HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF, AND (ii) UNDER NO CIRCUMSTANCES SHALL PIXELOGIC’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED ONE HUNDRED UNITED STATES DOLLARS (US $100.00). YOU ACKNOWLEDGE THAT THIS AMOUNT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THESE TERMS OF SERVICE AND THAT PIXELOGIC WOULD NOT ENTER INTO THESE TERMS OF SERVICE WITHOUT THESE LIMITATIONS ON ITS LIABILITY.

THE PARTIES AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. FAILURE TO ASSERT SAID CAUSE OF ACTION WITHIN ONE YEAR WILL PERMANENTLY BAR ANY AND ALL RELIEF.

INDEMNIFICATION

You shall defend, indemnify, and hold harmless Pixelogic, its members, officers, directors, contractors, agents and employees, from any and all claims or causes of action arising out of use of or related to the Service, and pay any and all damages and expenses (including but not limited to reasonable attorneys’ fees incurred by Pixelogic) in connection therewith. Pixelogic reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Pixelogic in asserting any available defenses. You agree that your obligation to defend, indemnify, and hold harmless Pixelogic will survive the termination or failure of these Terms of Service and your use of the Service.

MISCELLANEOUS TERMS AND CONDITIONS

These Terms of Service constitute the entire agreement between the parties relating to the subject matter of these Terms of Service and hereby supersede all prior agreements, statements, or representations. Notwithstanding the above, these Terms of Service shall not supersede any existing or future written agreement entered into by Pixelogic and you (or your organization), the terms and conditions to which you (or your organization) shall be subject. In the event of a conflict between these Terms of Service and any such written agreement, the terms of such written agreement between Pixelogic and you (or your organization) control.
These Terms of Service will be governed by and interpreted in accordance with the laws of the State of California and the federal law of the United States of America, without regard to the conflicts of laws rules thereof.
Any controversy, claim, or dispute arising out of or related to these Terms of Service (or the interpretation, performance, or breach of them), the Privacy Policy, or the Service, including but not limited to alleged violations of state or federal statutory or common law rights or duties (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph. Any Dispute that cannot first be resolved informally by the parties, will be resolved through binding arbitration in Los Angeles County, California, before a sole arbitrator selected from Judicial Arbitration and Mediation Services, Inc., or its successor (“JAMS”), pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. If JAMS is no longer able to supply the arbitrator, such arbitrator will be selected from the American Arbitration Association, and such arbitration will be conducted in accordance with the provisions of California Code of Civil Procedure §§ 1280 et seq. as the exclusive forum for the resolution of such dispute. The arbitrator will follow any applicable federal law and California state law (with respect to all matters of substantive law) in rendering an award. At the conclusion of the arbitration, the Arbitrator will issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder will be final and binding on the Parties hereto and may be enforced by any court of competent jurisdiction. No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated. BY ENTERING INTO THESE TERMS OF SERVICE, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY DISPUTE MUST BE ASSERTED INDIVIDUALLY. The Parties further agree that in any proceeding to enforce the terms of these terms of service, the prevailing Party will be entitled to its reasonable attorneys’ fees and costs, including, without limitation, the costs of the arbitrator, the arbitration proceeding and any proceeding in court to confirm or to vacate an arbitration award, incurred by it in connection with resolution of the dispute in addition to any other relief granted.
No waiver of rights under these Terms of Service by either party will be recognized unless made in writing and signed by the party to be charged.
These Terms of Service are solely between Pixelogic and you and will not confer any rights or remedies upon any third party, including third party beneficiaries.
You agree that Pixelogic may assign these Terms of Service and its rights or obligations hereunder in the event Pixelogic or any portion of its business is the subject of a merger, sale of assets, change of control, or other transfer by operation of law, without any prior written consent from you.
Pixelogic shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Pixelogic’s reasonable control, including the elements; fire; flood; severe weather (drought, hurricane and tropical storm, unforeseen weather conditions that are more severe than are normally experienced in any relevant country); earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war (declared or undeclared); acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; major cyber-attack; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts; or any other similar occurrence.
A finding that any term or provision of these Terms of Service is invalid or unenforceable will not affect the validity or enforceability of these Terms of Service. Any term or provision of these Terms of Service that is found to be invalid or unenforceable will be reformed to the extent necessary to make it valid and enforceable.