PLEASE READ THE FOLLOWING TERMS OF SERVICE BEFORE SUBMITTING YOUR ORDER TO PIXELZ (“PIXELZ”). THESE TERMS OF SERVICE ALONG WITH ALL RULES AND POLICIES RELATING TO PIXELZ’S SERVICES AS STATED ON PIXELZ’S WEBSITE AND PLATFORM, INCLUDING PIXELZ’S PRIVACY POLICY, DATA PRIVACY AGREEMENT, AMENDMENTS AND ANY OTHER AGREEMENTS (COLLECTIVELY, THE “AGREEMENT”) WILL PROVIDE YOU WITH INFORMATION ABOUT WHAT YOU CAN EXPECT FROM PIXELZ’S SERVICES AND FORMS A LEGAL AGREEMENT BETWEEN US.

YOUR (“THE CLIENT”) USE OF PIXELZ’S SERVICES CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT.

1. Services & Images

Scope of Services

These Terms of Service apply exclusively to Pixelz’s standard Post-production Services, defined as human-assisted hybrid photo or video editing, retouching, and image enhancement of Client-provided assets.

These Terms do not apply to, and specifically exclude, the provision of any Generative AI Services, including but not limited to:

• The creation of Virtual Models or synthetic avatars;
• The development of Digital Twins;
• Image to video
• Generative background or object creation.

The use of Pixelz AI Services is strictly governed by a separate AI Services Addendum or a customized Master Service Agreement (MSA). Any use of such services without a signed amendment or addendum shall be at the Client’s sole risk.

In the event of a conflict between these General Terms and a signed AI Service Addendum, the Addendum shall prevail regarding the specific AI Solution provided.

Images

For best results, please submit images that meet Pixelz’s guidelines for resolution and file format. Pixelz works hard to make sure the edited images it returns to You are the quality our customers have come to expect from Pixelz.

The returned image will be deemed accepted by You upon receipt, unless within seven (7) days You contact Pixelz through Your account page on Pixelz’s website and detail an error by Pixelz with respect to the image. Failure to notify Pixelz of an error within seven (7) days constitutes final and irrevocable acceptance of the images. Pixelz shall have no further obligation to perform revisions thereafter without additional compensation.

Pixelz is committed to customer satisfaction and will work with You to correct any Pixelz error as determined in Pixelz’s sole discretion, including but not limited to re-performing its services to correct such an error. Subjective stylistic preferences not specified in the original order do not constitute a Pixelz error.

You will review any corrected image and accept or reject the same in accordance with this Section 1 (“Images”).

This process shall repeat itself until the returned image is deemed accepted. Pixelz is not responsible for the quality of returned images if the image You originally submitted does not meet Pixelz’s then-current guidelines.

2. Delivery

Pixelz returns the images to You via a public web address (e.g., URL). While Pixelz implements industry-standard security measures, the Client acknowledges that the transmission of data via the internet carries inherent risks, which Pixelz will not be liable for.

You are able to retrieve your edited images by downloading them from Pixelz’s website, and in addition Pixelz may permit retrieval through an FTP server, API or other mechanism. Pixelz offers different service pricing based on different requested delivery dates.

Pixelz prioritizes its orders based on requested delivery dates and recognizes that Pixelz will have satisfied and returning customers if it meets the requested delivery dates. Pixelz will use commercially reasonable efforts to deliver Your image within the time frame requested, but Pixelz does not guarantee that an order will meet its requested delivery date.

In the event of a tier-downgrade (where actual delivery exceeds the requested service tier), Pixelz’s sole liability shall be to credit the Client's account for the price difference between the tier ordered and the tier delivered.

Pixelz reserves the right to adjust delivery schedules due to unexpected volume spikes or technical failures. In such cases, Pixelz will notify the Client as soon as practicable to restructure the order. Pixelz is not liable for delays caused by 'Acts of God,' infrastructure failures, third-party outages or other incidents of force majeure circumstances beyond Pixelz's reasonable control. .

3. Payment

The price of the service ordered shall be set forth in Pixelz’s price list then in effect when Pixelz accepts Your order. Pixelz reserves the right to change its price list without prior notice.

All payments shall be made in United States Dollars unless agreed otherwise.

Pixelz will process your payment upon submission of Your order and will accept Your order upon verified payment. Pixelz may consider extending a line of credit to large volume, repeat customers on a case by case basis, in which circumstance Pixelz will invoice such customers on a monthly basis.

All fees are exclusive of VAT, sales tax, tariffs or other governmental charges. The Client shall pay all such taxes. Payments shall be made in full without set-off, counterclaim, or deduction for any taxes or bank fees. You are responsible for paying VAT, sales tax, tariffs or other governmental charges relating to your order.

Notwithstanding the payment terms, all other terms of this Agreement apply to any free trial. Free trials are limited to product images only (e.g., no pet, person, logo or landscape images) and machine-like or automated submissions (e.g., multiple free trial requests from the same IP address) will not be accepted.

Pixelz reserves the right to suspend all active orders and withhold delivery of completed images if any undisputed payment is overdue. Access to the Pixelz Platform may be restricted until the account is brought into good standing.

Subscription fees are billed in advance on a monthly or annual basis. Subscriptions will automatically renew unless canceled by the Client

4. Intellectual Property rights

You are solely responsible for the images you submit.

Pixelz reviews submissions for inappropriate material and reserves the right in its sole discretion to reject any image for any reason or no reason; however, Pixelz’s acceptance of an image for processing should not be construed as a determination of Your rights to use the image.

By submitting an image to Pixelz, You represent and warrant that

• You have the legal authority to enter into this Agreement,
• You own or have all the necessary licenses and permissions for all Images or digital assets submitted. You shall indemnify and hold Pixelz harmless against any third-party claims alleging that the processing of the Images or applying your digital assets in Pixelz process infringes upon any intellectual property or privacy rights.
• You have the right to use any credit card(s) or other payment means used to initiate any transaction,
• Any images You submit to Pixelz do not contain any materials (such as malicious software code or viruses) that may harm Pixelz’s or its subcontractors’ property
• You hereby grant Pixelz a non-exclusive, worldwide, transferable, royalty-free, sublicensable (through multiple tiers of sublicenses including but not limited to Pixelz’s subcontractors) perpetual, irrevocable license under all intellectual property rights throughout the world, including but not limited to copyrights, trademarks, trade secret, moral, publicity and privacy rights, to reproduce, modify, edit, make derivative works from, distribute (through multiple tiers), publicly perform and display and otherwise use the image as reasonably necessary for Pixelz and its subcontractors to perform the services You requested hereunder.
• You agree to indemnify and hold harmless Pixelz, its subcontractors, licensors and affiliates and their directors, officers, shareholders, employees and agents from any and all claims, liabilities or expenses (including without limitation attorneys’ fees) that arise directly or indirectly from Your breach of this Agreement.

Upon full payment of all fees, Pixelz hereby assigns to the Client all right, title, and interest in and to the delivered services. Pixelz retains all rights in its proprietary software, workflows, and automated editing systems used to create said services.

5. Marketing

The use of Pixelz services grants Pixelz permission to use your name or logo in any Pixelz' marketing material to identify You as a Pixelz customer.

6. Disclaimer of Warranties

EXCEPT FOR THE PROCEDURE SET FORTH IN SECTION 1 (“IMAGES”), THE SERVICES ARE PROVIDED “AS IS”. NEITHER PIXELZ NOR ITS LICENSORS OR SUBCONTRACTORS MAKES ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES PROVIDED HEREUNDER. ALL IMPLIED WARRANTIES AS TO SATISFACTORY QUALITY, PERFORMANCE, MECHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR NONINFRINGEMENT ARE EXPRESSLY DISCLAIMED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO SUCH LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

7. Limitation of Liability

IN NO EVENT WILL PIXELZ, ITS LICENSORS OR SUBCONTRACTORS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS, REVENUE, SAVINGS, BUSINESS, DATA OR GOODWILL, HOWEVER USED, WHETHER FOR BREACH OR REPUDIATION OF CONTRACT, TORT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE ON ANY THEORY OF LIABILITY, WHETHER OR NOT PIXELZ OR A LICENSOR OR SUBCONTRACTOR OF PIXELZ WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, PIXELZ AND ITS LICENSORS AND SUBCONTRACTORS’ TOTAL LIABILITY TO YOU ARISING FROM OR IN RELATION TO THIS AGREEMENT OR PIXELZ OR ITS SUBCONTRACTORS’ PERFORMANCE OF THE SERVICES SHALL BE LIMITED TO THE TOTAL PAYMENTS TO PIXELZ FOR THE SERVICES PERFORMED ON THE RELEVANT IMAGE.

IN NO EVENT WILL PIXELZ OR ITS LICENSORS OR SUBCONTRACTORS BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM DEATH OR PERSONAL INJURY TO PERSONS OR TANGIBLE PROPERTY IN ANY JURISDICTION WHERE SUCH LIMITATION IS PROHIBITED BY APPLICABLE LAW.

8. Basis of Bargain

The Parties acknowledge that Pixelz has set its prices in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The Parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

9. Term

This Agreement shall commence on the date the Client creates an account and shall continue until terminated by either party. Pixelz may terminate this Agreement at any time and will return the fees paid by You for any image that Pixelz has not edited and Pixelz may or may not in Pixelz’s sole discretion return fees paid for edited images not yet deemed accepted.

Sections 3-9 of these Terms of Services, and any other provisions by their very nature, shall survive the expiration or termination of this Agreement.

10. General Provisions

This Agreement applies only to You and may not be assigned or transferred by You. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of Pixelz.

This Agreement will be governed by and construed according to the laws of California, U.S.A. without regard to that body of law controlling conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event of any dispute or claim arising out of this Agreement, the parties shall submit to arbitration with the American Arbitration Association in Santa Clara County, California, U.S.A. or other mutually agreeable arbitration service or location.

This Agreement is written in English and the governing language shall be English. The use of the singular includes the plural and vice versa, as the context may require.

The headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of the provisions of this Agreement.

Pixelz shall not be liable for any alleged loss or damages resulting from failure to perform due to acts of God, natural disasters, strike, shortages of labor, acts of civil or military authority, governmental priorities, fire, floods, epidemics, quarantine, energy crises, war, riots or interruption of Pixelz’s production for reasons beyond Pixelz’s reasonable control.

Pixelz may amend this Agreement at any time, and the terms that will govern Pixelz’s service of a particular image are those in effect on the date You submit the image. No waiver will be implied from conduct or failure to enforce rights. If any part of this Agreement is found invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force.

In case of conflict between these Terms of Service and any other statement on Pixelz’s website, these Terms of Service shall control. This Agreement represents the entire agreement between the parties relating to its subject matter and supersedes all other representations.