Thank you for using the Pixall Platform (as defined below), a transcription and image intelligence platform.
To be eligible to register for a Pixall account and use the Pixall Platform, you must review and accept the terms of this Pixall Terms of Service (this “Agreement” or these “Terms”) by clicking the terms of service checkbox or other mechanism provided within the online registration process. PLEASE REVIEW THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS OR USING THE PIXALL.AI PLATFORM, YOU AGREE TO THESE TERMS AND CONDITIONS WITH PIXALL AI INC. (“Pixall”).
In this Agreement, “you,” “your” and “Customer” will refer to you. If you are registering for a Pixall account or using the Pixall AI Platform on behalf of an entity or other organization, you are agreeing to these Terms for that entity or organization and representing to Pixall that you have the authority to bind that entity or organization to these Terms (and, in which case, the terms “you”, “your” and “Customer” will refer to that entity or organization).
Pixall may revise these Terms at times. If Pixall does revise these Terms, the revised Terms will supersede prior versions. Revisions will be effective upon the effective date indicated at the top of these Terms. Pixall will provide you advance notice of any material revisions. This notice will be provided via an email to the email address Pixall has on file. For other revisions, Pixall will update the effective date of these Terms at the top of the page. Pixall encourages you to check the effective date of these Terms whenever you visit Pixall’s website. Your continued access or use of the Pixall Platform constitutes your acceptance of any revisions.
If you do not agree to the revisions, you should stop using the Pixall Platform and Pixall is not obligated to provide you with the Pixall Platform.
IMPORTANT NOTES:
PIXALL AI DOES NOT PROVIDE WARRANTIES OR INDEMNITIES FOR THE PIXALL PLATFORM, AND THESE TERMS LIMIT PIXALL’S LIABILITY TO YOU.
The following terms, when used in this Agreement, will have the following meanings:
Subject to the terms and conditions of this Agreement, Pixall will use commercially reasonable efforts to make the Pixall Platform available to Customer pursuant to this Agreement, and hereby grants Customer a non-exclusive right to access and use the Pixall Platform for Customer’s internal use and to integrate the Pixall Product with Customer’s products and services.
To the extent that Pixall processes any Personal Data (as defined in the DPA referenced below) contained in Customer Data that is subject to Data Protection Legislation (as defined in the DPA), on Customer’s behalf, in the provision of the Pixall Platform, the Data Processing Addendum (“DPA”) currently available at: https://pixall.ai/data-processing-addendum.html is hereby deemed incorporated herein by reference.
The rights granted herein are subject to the following restrictions (the “License Restrictions”). Customer will not directly or indirectly:
Customer will (a) be responsible for all use of the Pixall Platform under its account, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Pixall Platform and notify Pixall promptly of any such unauthorized access or use, and (c) be responsible for obtaining and maintaining any equipment, software and ancillary services needed to connect to, access or otherwise use the Pixall Platform, including as set forth in the Documentation. Customer will be solely responsible for its failure to maintain such equipment, software and services, and Pixall will have no liability for such failure.
Subject to the terms hereof, Pixall may (but has no obligation to) provide technical support services, through email in accordance with Pixall’s standard practice. Pixall’s technical support can be contacted as follows:
EMAIL
help@pixall.ai
If Customer has agreed to pay any fees in an Order Form, Customer will pay Pixall the fees set forth in the applicable Order Form.
All fees are quoted and payable in United States dollars, all payment obligations are non-cancelable and, except as expressly set forth herein, all fees paid are non-refundable. If Customer has provided its payment information to Pixall, then Customer (a) represents and warrants to Pixall that such information is true and that Customer is authorized to use the payment instrument, (b) will promptly update its account information with any changes to its payment instrument information, and (c) hereby authorizes Pixall (including through its payment processor, in which case Customer hereby agrees to the applicable terms and policies of such payment processor) to bill your payment instrument in advance in accordance with the terms of the applicable payment plan.
All applicable use, sales and other similar taxes and government charges will be payable by Customer. Customer will not withhold any taxes from any amounts due to Pixall.
As between the parties, Pixall exclusively owns all right, title and interest in and to the Pixall Platform. Except for the express rights granted hereunder, Pixall reserves all rights, title and interests in and to the Pixall Platform and Pixall’s Confidential Information.
Customer may from time to time provide Pixall suggestions or comments for enhancements or improvements, new features or functionality, or other feedback (“Feedback”) with respect to the Pixall Platform. Pixall will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features or functionality. Pixall will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate and otherwise fully exercise and exploit any such Feedback in connection with its products and services.
Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose, or permit to be disclosed, the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information to its employees, officers, directors, attorneys, auditors, financial advisors, and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of this Section or the License Restrictions, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.
Notwithstanding anything to the contrary, Pixall shall have the right to aggregate, collect and analyze data and other information relating to the provision, use, and performance of the Pixall Platform and shall be free (during and after the term hereof) to (i) use such data and other information to develop and improve the Pixall Platform, and (ii) disclose insights of such data in aggregated and anonymized format that does not identify Customer or any individual and other information. Customer may opt-out of the rights set forth in this Section 4.4 by providing written notice to data-opt-out@pixall.ai.
Customer warrants that it has all necessary rights and consents to provide any information, data (including Personal Data) or other materials that it provides hereunder, and to permit Pixall to use the same as contemplated hereunder. Customer further warrants that it will not resell, or otherwise provide, the Pixall Product to its end-users as a stand-alone service.
Certain features of the Pixall Product permit Customer to provide prompts, scripts, queries or other input (collectively, “Input”) to the Pixall Product in order to receive output generated and returned by the Pixall Product based on such Input (“Output”). Customer agrees not to state or suggest that Output was human-generated when it is not or generate any Output for an illegal purpose. As between the parties, and to the extent permitted by applicable law, Customer owns all Output. Customer is responsible for all Input and Output, including for ensuring that it does not violate any applicable law or these Terms. Customer further acknowledges and agrees that, in addition to the limitations and restrictions set forth in these Terms, there are numerous limitations that apply with respect to artificial intelligence (AI)-generated Output due to the fact that it is automatically generated, including that:
THE PIXALL PLATFORM AND ANY BETA SERVICES (AS DEFINED BELOW) IS PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. PIXALL HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE PIXALL PLATFORM AND BETA SERVICES. WITHOUT LIMITING THE FOREGOING, PIXALL DOES NOT WARRANT THAT THE PIXALL PLATFORM OR BETA SERVICES WILL BE ERROR-FREE OR THAT IT WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
FROM TIME TO TIME, CUSTOMER MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH PIXALL WHERE CUSTOMER GETS TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA SERVICES”) OFFERED BY PIXALL. THE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS”. CUSTOMER OR PIXALL MAY TERMINATE CUSTOMER’S ACCESS TO THE BETA SERVICES AT ANY TIME.
Customer will indemnify, defend and hold harmless Pixall against any claim made or brought against Pixall by a third party arising out of or relating to Customer’s, or Customer’s end-users, use or misuse of the Pixall Platform. Pixall will cooperate as reasonably required in the defense of any such claim, at Customer’s expense. Pixall reserves the right, at Customer’s expense, to retain separate counsel for itself in connection with any such claim or, if Customer has not responded reasonably to such claim, to assume the exclusive defense and control of such claim. Customer will also be liable to Pixall for any costs and attorneys’ fees Pixall incurs to successfully establish or enforce Pixall’s right to indemnification under this Section.
UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL PIXALL BE LIABLE TO CUSTOMER FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST CONTENT OR DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF A REPRESENTATIVE OF PIXALL HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, OR (B) ANY AGGREGATE DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM. THE FOREGOING PROVISIONS ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
Each party will comply with the export laws and regulations of the United States, European Union, and other applicable jurisdictions in providing and using the Pixall Platform.
Customer agrees that Pixall may refer to Customer’s name and trademarks in Pixall’s marketing materials, the Pixall Platform, or Pixall’s website. Pixall will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references, and case studies) without Customer’s prior written consent (which may be by email).
Neither party hereto may assign or otherwise transfer this Agreement, in whole or in part, without the other party’s prior written consent, except that either party may assign this Agreement without consent to a successor to all or substantially all of its assets or business related to this Agreement. Any attempted assignment, delegation, or transfer by either party in violation hereof will be null and void. Subject to the foregoing, this Agreement will be binding on the parties and their successors and assigns.
No waiver of any rights hereunder will be effective unless agreed to in writing by both parties. Any such waiver will be only to the specific provisions and under the specific circumstances for which it was given and will not apply with respect to any repeated or continued violation of the same provision or any other provision. Failure or delay by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
Nothing contained herein will in any way constitute any association, partnership, agency, employment, or joint venture between the parties hereto, or be construed to evidence the intention of the parties to establish any such relationship. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.
If a court of competent jurisdiction determines that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflict of laws. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Any notice required or permitted to be given hereunder will be given in writing by personal delivery, certified mail, return receipt requested, or by overnight delivery. Notices to Customer must be sent to Customer’s email or other address as set forth in Customer’s account information. Notices to Pixall must be sent to the following address: Pixall AI, Inc., The Continental, 3233 NE 32nd Ave., Unit 404, Fort Lauderdale, FL 33308, Attn: Legal.
This Agreement (including all Order Forms) comprises the entire agreement between Customer and Pixall with respect to its subject matter and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations, and agreements (oral and written). No oral or written information or advice given by Pixall, its agents, or employees will create a warranty or in any way increase the scope of the warranties in this Agreement.
Excluding payment obligations, neither Party will be deemed in breach hereunder for any cessation, interruption, or delay in the performance of its obligations due to causes beyond its reasonable control, including earthquake, flood, or other natural disaster, act of God, labor controversy, civil disturbance, terrorism, war (whether or not officially declared), cyber attacks (e.g., denial of service attacks), or the inability to obtain sufficient supplies, transportation, or other essential commodity or service required in the conduct of its business, or any change in or the adoption of any law, regulation, judgment, or decree.
Pixall provides the Pixall Platform, including related software and technology, for ultimate federal government end use solely in accordance with the terms of this Agreement. If Customer (or any of its customers) is an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Pixall Platform, or any related documentation of any kind, including technical data, software, and manuals, is restricted by the terms of this Agreement. All other use is prohibited, and no rights than those provided in this Agreement are conferred. The Pixall Platform was developed fully at private expense.
For purposes hereof, “include”, “includes”, “including”, or any variation thereof shall always be construed as if followed by the words “without limitation”.