ESSENTIAL INFORMATION
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (“Terms of Use”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING THE TERMS OF USE FOR OUR WEBSITE (“Website“), ONLINE TOOLS SUCH AS PIXLR AND PIXLR PRO (“Tools”), AND ALL OTHER FEATURES MADE AVAILABLE ON OR THROUGH OUR WEBSITE(S) (collectively “Services”). YOUR ACCEPTANCE OF TERMS OF USE HEREIN IS AN ABSOLUTE CONDITION OF YOUR USE OF THE SERVICES AND FORMS A LEGAL AGREEMENT BETWEEN YOU AND 123RF Limited (together with its affiliates, collectively “We”, “Us” or “Our”).
BY ACCESING TO OUR WEBSITE(S) AND/OR SUBSCRIBING OR USING ANY OF OUR SERVICE OR PART THEREOF, YOU ARE AGREE TO BE BOUND BY THE TERMS OF USE, LICENSE AND SERVICES AGREEMENT AND TO THE COLLECTION AND USE OF YOUR INFORMATION IN ACCORDANCE WITH OUR PRIVACY POLICY (collectively, “The Agreement”). IF YOU DO NOT ACCEPT OR AGREE WITH THE WHOLE OR ANY PART OF THE AGREEMENT, PLEASE LEAVE THE WEBSITE AND/OR DISCONTINUE OUR SERVICE(S) IMMEDIATELY.
WE WILL KEEP THE TERMS OF USE UNDER REGULAR REVIEW AND WE RESERVE THE RIGHT TO CHANGE, AMEND, VARY OR MODIFY THE TERMS OF USE AT ANY TIME WITHOUT PRIOR WRITTEN NOTICE, AND YOU AGREE TO BE BOUND BY SUCH CHANGES. ACCORDINGLY, YOU ARE ADVISED TO CHECK THE TERMS OF USE ON REGULAR BASIS.
Subject to and conditioned on Licensee’s continuous compliance with this Agreement and payment of the applicable fees, PIXLR grants Licensee a nonexclusive, nonsublicensable, nontransferable, limited license to Install and Access the Licensed Materials, in each case solely (a) in the Territory, (b) within the scope of the License Type and Permitted Number specified in the applicable License Identification, and (c) in accordance with the other terms of this Agreement. Various License Types are described in Exhibit B. In any case where the License Identification does not specify a License Type or Permitted Number, or there is no License Identification, the License Type will, by default, be the Evaluation License and the Permitted Number will, by default, be one (1).
You agree and undertake to Us that You shall:
Failing which, we reserve the right to discontinue, suspend or terminate Our Services to You and You shall irrevocably and unconditionally indemnify Us against all claims in accordance with clause 12. You further agree not to hold Us liable for any direct or indirect losses or damages howsoever incurred by You arising out of or in connection with the discontinuance, suspension or termination of Our Services.
The use of certain Services (including Pixlr Pro)(“Pixlr Pro”) is subject to a payment of fee(s) as may be determined by Us from time to time (“Fee”) which shall be made via credit card or such other payment method as accepted by Us (“Payment Method”). All Fees are quoted in United States Dollar unless otherwise specified by Us. The Fee is exclusive of all taxes, which shall be borne by You.
The subscription to Pixlr Pro is based on an auto-renewal basis whereby it will automatically be renewed upon the end of the applicable subscription period (i.e. monthly basis or quarterly basis) corresponding to the term of your subscription.
In the event your subscription begins on a day not contained in a given month, we shall bill you via the Payment Method on the last day of such month. For example, if you had subscribed to use Pixlr Pro and became a paying subscriber on 28 February, you shall be billed via the Payment Method on 31 March (if you had opted for a monthly subscription) or on 31 May (if you had opted for a quarterly subscription). You acknowledge that the timing of when you are billed and the amount billed via the Payment Method may vary, including for example due to free trials and other promotional offers, credits applied, changes in your subscription, and changes in applicable taxes, and you authorize us to charge you for the corresponding amounts.
If we offer you a promotion (e.g., a promotional price) for your subscription, the specific terms of the promotion will be disclosed during your sign-up or in other materials provided to you describing the particular promotion. In the case of promotional pricing, after your promotion ends, we will begin billing you for your subscription at the regular price after the promotion ends unless you cancel prior to the end of the promotion or unless otherwise disclosed in communications made available to you.
We reserve the right to change, amend, modify or vary the price, package and/or features of Pixlr Pro’s subscription plan(s). If we change the price and package of such subscription plan(s), we will give you notice in advance of these changes.
We will use all reasonable effort to ensure that the pricing and information for Our Services) stated therein are accurate, however, there are possibilities due to genuine error that the information of Our Services may be inaccurate or any of Our Services may be priced wrongly. If such situations may arise, we reserve the right to take any appropriate action we deem necessary to rectify the same.
You may discontinue to use and request the cancellation of Your subscription to Pixlr Pro at any time. We shall not be liable for reimbursing You of any cancellation of Your Pixlr Pro’s subscription.
You may cancel your subscription by going to “My Account” and following the instructions for cancellation. By cancelling your membership, your account will automatically close at the end of your current billing period.
Upon cancellation or discontinuance, You may continue to use any work previously produced, created or reproduced by you via the Tools as of the date of cancellation or discontinuance, provided always that such use must be in compliance with the terms of this Agreement, the License and Services Agreement and other relevant licensing agreements as may be imposed by Us from time to time.
You hereby represent, warrant and covenant to Us that:
Subject to your full compliance with Clause 2 herein, you are hereby granted a non-exclusive, limited, non-transferable, non-assignable, irrevocable license to use the Services to such extent as expressly and explicitly permitted by the terms and conditions of this Agreement.
The Website(s) and Tools are owned and operated by Us. While images on the Website are either owned by Us or Our partners / contributors and are protected by international copyright laws and international treaty provisions. We retain all rights not expressly or explicitly granted pursuant to this Agreement. The license contained in this Agreement will be terminated automatically without notice from Us should you fail to comply with any provision of this Agreement.
We reserve the right to investigate notices of copyright, trademark, and other intellectual property infringement owner (“Infringement”) in relation to the use of the Contents, Website or Services (“Infringing Material”) and take appropriate action. If You believe that Your work has been used or copied in a way that constitutes Infringement and such Infringement is occurring on Our Services, please notify us in writing immediately together with the relevant information of such Infringement (“Infringement Notice”).
OUR WEBSITE, CONTENTS, TOOLS AND/OR SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS WITHOUT ALL WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. WE DO NOT WARRANT THAT: (a) THE WEBSITE, CONTENTS, TOOLS AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE; AND (b) THE RESULTS OBTAINED, PRODUCED OR GENERATED FROM THE USE OF THE WEBSITE, CONTENTS, TOOLS AND/OR SERVICES WILL BE ACCURATE, RELIABLE OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE, TOOLS, CONTENTS AND/OR SERVICES ARE WITH YOU.
CERTAIN STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU HAVE SPECIFIC RIGHTS UNDER THIS WARRANTY, BUT YOU MAY HAVE OTHERS, WHICH VARY FROM STATE TO STATE.
IN NO EVENT SHALL WE AND OUR AFFILIATES, DIRECTORS, EMPLOYEES OR ASSIGNEES, BE LIABLE TO YOU FOR ANY DAMAGES (INLCUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES). TANGIBLE OR INTANGIBLE LOSSES, EXPENSES, LIABILITIES UNDER ANY CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, OR OTHERWISE) CAUSED THROUGH THE USE OF, OR THE INABILITY TO USE, OUR WEBSITE. CONTENTS, MATERIALS, SERVICES AND/OR THIRD PARTY PRODUCTS.
YOU FURTHER AGREE AND ACKNOWLEDGE THAT WE HAVE NO CONTROL AND CANNOT UNDERTAKE RESPONSIBILITY OR LIABILITY IN RESPECT OF INFRINGING MATERIAL APPEARING ON LINKED SITES OR OTHER THIRD PARTY SITES. ACCORDINGLY, WE SHALL NOT ASSSUME ANY RESPONSIBILITY HOWSOVER ARISING THEREOF.
YOU HEREBY IRREVOCABLY AGREE AND UNDERTAKE TO FULLY DEFEND AND INDEMNIFY US AND OUR EMPLOYEES, DIRECTORS, AND OFFICERS, AND ANYONE ELSE ASSOCIATED WITH US, AND EACH OF THEIR SUCCESSORS, LICENSEES, AND ASSIGNS FREE AND HARMLESS FROM ANY AND ALL CLAIMS, LIABILITIES, COSTS, LOSSES, DAMAGES, OR EXPENSES WHATSOVER, INCLUDING ATTORNEYS' FEES AND EXPENSES, HOWSOVER ARISING FROM:
You may not assign or transfer to anyone the rights granted to You in this Agreement, 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 this Agreement to its affiliates without Your consent.
Any failure on Our part to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Nothing in this Agreement 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 Our Services and obligations under this Agreement for causes beyond its reasonable control, including but not limited to fire, flood, epidemic, strike, act of God or public disorder.
You acknowledge that you have read this Agreement, understand 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 this Agreement. The explanations to FAQ's and other explanations and content provided in our website(s) are for your information only and are not, and shall not be construed as, part of this Agreement.
Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement will be construed to most closely give effect to the parties' intentions.
