Pixelarity

Terms

1. Introduction and Acceptance

Welcome to Pixelarity! When we say "Pixelarity," "we," "us," or "our" we mean Vertex9 LLC, the owner and operator of the Pixelarity website (the "Website").

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE WEBSITE. BY ACCESSING AND/OR USING THE WEBSITE (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF USE, WHICH MAY CHANGE FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS OR USE THE WEBSITE.

If you are agreeing to these Terms of Use on behalf of someone else (your employer for example), then you are warranting to us that you have full legal authority to bind that third party.

2. How the Website Works

(a) When browsing the Website, you agree to follow our guidelines or instructions. Keep in mind that these Terms of Use apply to any use of the Website whether or not you register for a Membership or purchase an access plan.
(b) In order to access or use some features of the Website and to purchase an access plan, you will have to become a registered user. You need to be 18 years or older to register for a Membership. If you are under the age of 18, then you are not permitted to register as a user or otherwise submit personal information unless we receive appropriate consent from your parent or guardian who is at least 18 years of age and this adult will be responsible for all your activities.
(c) If you become a registered user, you will provide true, accurate and complete registration information and, if such information changes, you will promptly update the relevant registration information. During registration, you will create a username and a randomized password will be automatically generated for you (a "Membership"). You are responsible for any use of the Website using your Membership and for safeguarding and maintaining the confidentiality of your Membership. You agree to notify us immediately at the address or phone number set forth on the Website of any breach of security or unauthorized use of your Membership.
(d) Registering for a Membership will allow you to purchase an access plan, which will give you the right to license and download an unlimited number of digital templates and give you access to direct support from us for a certain period of time, depending on the plan purchased. Your license to use any downloaded templates will continue even after your subscription expires; you just won't have access to download additional templates or to receive support service from us unless you purchase a new access plan.
(e) Except for any Tennessee or US sales taxes that we may be required to collect on any access plans purchased by you, you are responsible for paying all fees and taxes associated with your use of the Website wherever levied.
(f) Given the nature of downloadable digital items, we do not generally offer refunds or credits on a purchase unless required by applicable law. If you would like to request a refund, Pixelarity will consider your request and may issue you a refund at Pixelarity's sole discretion. In the event a refund is issued, you shall immediately discontinue use of any downloaded templates as the Pixelarity License Agreement and your right to use them will immediately terminate upon the issuance of a refund. Any payment made to you will be made in US Dollars.

3. Intellectual Property

(a) The Website and included content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, sounds, videos, information, content, materials, products, services, URLs, technology, documentation, and interactive features (collectively, the "Website Content") and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all Pixelarity or Vertex9 LLC trademarks, service marks, trade names and trade dress that may appear on the Website are owned by us, our licensors, or both. Except for the limited use rights granted to you in these Terms of Use, and, if you purchase a Pixelarity access plan, in the Pixelarity License Agreement, you will not acquire any right, title or interest in the Website or any Website Content.
(b) All other trademarks, service marks, trade names and trade dress are property of their respective owners.

4. Website Access and Use

(a) Access to the Website and, subject to a Pixelarity License Agreement, the Website Content is provided for your personal, non-commercial use only. When using the Website, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright law. Except as expressly permitted in these Terms of Use or, if you download a Pixelarity template, the Pixelarity License Agreement, you may not use, reproduce, distribute, create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Website Content for any purpose whatsoever without obtaining prior written consent from us or, in the case of third-party content, its respective owner. You acknowledge that you do not acquire any ownership rights by downloading or printing Website Content.
(b) Furthermore, except as expressly permitted in these Terms of Use, you may not: (i) remove, alter, cover, or distort any copyright, trademark, or other proprietary rights notice on the Website or Website Content; (ii) circumvent, disable or otherwise interfere with security-related features of the Website; (iii) use an automatic device (such as a robot or spider) or manual process to copy or "scrape" the Website or Website Content for any purpose without our express written permission; (iv) collect or harvest any personally identifiable information from the Website including, without limitation, usernames, passwords, email addresses; (v) attempt to or interfere with the proper working of the Website or impair, overburden, or disable the same; (vi) decompile, reverse engineer, or disassemble any portion of the Website; (vii) use network-monitoring software to determine architecture of or extract usage data from the Website; (viii) encourage conduct that violates any local, state or federal law, impersonate others, use a false email address, or misrepresent your affiliation with others; (ix) violate U.S. export laws, including, without limitation, violations of the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce; or (x) engage in any conduct that restricts or inhibits any other user from using or enjoying the Website.
(c) You agree to fully cooperate with us to investigate any suspected or actual activity that is in breach of these Terms of Use.

5. Website Content & Third Party Links

Under no circumstances will we be liable for any loss or damage caused by your reliance on any Website Content. The Website may contain links to other websites maintained by third parties. We do not operate or control, in any respect, or necessarily endorse the content found on these third-party websites. You assume sole responsibility for your use of third-party links. We are not responsible for any content posted on third-party websites or liable to you for any loss or damage of any sort incurred as a result of your dealings with any third-party or their website.

6. Privacy Policy

(a) We do not intentionally collect personally identifiable information from children under the age of 13 and we ask that children under 13 not submit any personal information to us. If you are under the age of 18, you can browse the Website, but cannot register for a Membership without the consent of a parent or guardian. It is the responsibility of parents to monitor their children's use of our Website.
(b) We respect your privacy. As a general policy, we do not automatically collect your personally identifiable information when you visit the Website. When you register for a Membership you will be asked to provide some information about yourself. Whether or not you provide this type of information is your choice; however, in many instances this information is required to realize a benefit we may offer or gain access to certain content on our Website.
(c) Personal information provided by you to us may be used by us and contractors in connection with providing the Website services. The personally identifiable information you submit to us is generally used to carry out your requests, respond to your inquiries, better serve you, or in other ways naturally associated with the circumstances in which you provided the information. We may also use this information to later contact you for a variety of reasons, such as customer service, providing you promotional information for our products, or to communicate with you about content or other information you have posted or shared with us via the Website. In certain instances we may also share your personally identifiable information with our third party vendors performing functions on our behalf (e.g. vendors that process credit card orders). Our vendors agree to use this information, and we share information with them, only to carry out our requests. By voluntarily providing information to us when using the Website, you are consenting to the collection, use and disclosure of your personal information by us in the manner prescribed in this Section 6. You acknowledge this by using the Website. You may opt out of receiving future commercial correspondence from us by contacting us in writing via email.
(d) We may automatically collect certain non-personally identifiable information from you when you access the Website. We use non-personally identifiable information in a variety of ways, including to help analyze site traffic, understand customer needs and trends, carry out targeted promotional activities, and to improve our services. We may use your non-personally identifiable information by itself or aggregate it with information we have obtained from others. We may share your non-personally identifiable information with third parties to achieve these objectives and others, but remember that aggregate information is anonymous information that does not personally identify you.
(e) Like many websites, we use "cookies" and "web beacons" (also called "clear gifs" or "pixel tags") to obtain certain types of information when your web browser accesses our Website. Examples of information we collect and analyze in this manner include Internet Protocol (IP) address, computer connection information such as browser type and version, operating system, and your activities on our Website, including the products you view or search for as well as the URL you come from and go to next. It is important to note that cookies and web beacons that we use do not contain and are not tied to personally identifiable information about you. The anonymous data they collect is kept separate from the personal information in your Membership account. Other cookies are used to enhance your use of the Website, such as remembering that you are logged in. You are able to minimize or block cookies using the privacy settings in your internet browser, but this may restrict your use of the Website. For general information on cookies, see allaboutcookies.org.
(f) We will only use the information we collect through the Website for the following purposes: (i) forwarding important information relating to the Website and other requested information; (ii) contacting you in response to your feedback or inquiry to discuss our services; (iii) monitoring Website performance; (iv) improving our Website and services to you; (v) internal administration; and (vi) other purposes that are in accordance with your instructions. Except as provided in this Privacy Policy, our Terms of Use, or as set forth when you submit the information, we will not give, sell, trade or otherwise disclose any personal information about you to a third party without your prior approval, except we reserve the right to disclose information about you if we are required to do so by law, with respect to copyright and other intellectual property infringement claims, to fulfill a government request, or to protect or defend our legal rights or property, or Website, or other users.
(g) This Website contains links to other sites. Pixelarity is not responsible for the privacy practices of linked sites. Pixelarity strongly encourages you to read the privacy policy of the linked websites as they may contain further terms and conditions that apply to you.
(h) We may change this Privacy Policy. Such changes will be effective when a notice of the change is made available on the Website. If you do not agree with such changes, you must discontinue use of the Website. Continued use of the Website after the changes have been implemented will indicated acceptance by you of the changes.
(i) We value your information. While we take reasonable precautions to preserve the security of your information, please be aware that we cannot promise that your use of our Website will be confidential, and we cannot promise that any information you provide to us is perfectly secure. While using our Website, you may also become aware of confidential information about us or another user. You promise not to disclose any confidential information made available to you through the Website to any other person.
(j) Residents of the State of California, under certain provisions of the California Civil Code, have the right to request from companies conducting business in California a list of all third parties to which the company has disclosed certain personally identifiable information as defined under California law during the preceding year for third party direct marketing purposes. You are limited to one request per calendar year. In your request, please attest to the fact that you are a California resident and provide a current California address for our response.
(k) The Privacy Statement set forth in this Section 6 is the sole statement of our privacy policy with respect to this Website, and no summary, modification, restatement or other version thereof, or other privacy statement or policy, in any form, is valid unless we post a new or revised policy to the Website.

7. Indemnification

You agree to indemnify and hold harmless Pixelarity and its officers, directors, employees, members, successors, agents, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of, related to, or that may arise in connection with: (i) your access to or use of the Website; (ii) any actual or alleged violation or breach by you of these Terms of Use; (iii) any actual or alleged breach of any representation, warranty, or covenant that you have made to us; or (iv) your acts or omissions. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

8. Disclaimers

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE AND WEBSITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, PIXELARITY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY: (1) WARRANTIES THAT THE WEBSITE WILL MEET YOUR REQUIREMENTS; (2) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF THE WEBSITE OR WEBSITE CONTENT; (3) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (4) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON OUR WEBSITE OR ACCESSED THROUGH THE WEBSITE; (5) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE; (6) WARRANTIES THAT YOUR USE OF THE WEBSITE WILL BE SECURE OR UNINTERRUPTED; AND (7) WARRANTIES THAT ERRORS IN THE SOFTWARE WILL BE CORRECTED.

9. Limitation On Liability

(a) UNDER NO CIRCUMSTANCES SHALL PIXELARITY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, OR THEIR RELATED COMPANIES BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF PIXELARITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH THE WEBSITE OR THESE TERMS OF USE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE WEBSITE INCLUDING, WITHOUT LIMITATION, THE WEBSITE CONTENT IS TO STOP USING THE WEBSITE. SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE WEBSITE OR ANY LINKS ON THE WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH ANY OF THE WEBSITE OR ANY LINKS ON THE WEBSITE.
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF PIXELARITY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE GREATER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY PIXELARITY DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $100. FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF THE WEBSITE OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
(c) In some jurisdictions limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to you. These limitations shall apply to the fullest extent permitted by law.

10. Termination

(a) Membership is not an automatic right; it is a benefit for users who follow our reasonable rules. We hope that you will be with us for a long time, but we do reserve the right in our sole discretion (acting reasonably of course) and at any time to terminate or suspend your subscription, your Membership, and/or block your access to the Website for any reason including, without limitation if you have failed to comply with these Terms of Use. You agree that Pixelarity shall not be liable to you or any third party for any termination or suspension of your subscription, your Membership, or for blocking your access to the Website.
(b) Any suspension or termination shall not affect your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive the suspension or termination of your Membership or these Terms of Use shall survive including, but not limited to indemnities, releases, disclaimers, limitations on liability, choice of law, no class action, no trial by jury and all of the miscellaneous provisions in Section 15.

11. Choice Of Law; Jurisdiction And Venue

These Terms of Use shall be construed in accordance with the laws of the State of Tennessee without regard to its conflict of laws rules. Any legal proceedings against Pixelarity that may arise out of, relate to, or be in any way connected with our Website or these Terms of Use shall be brought exclusively in the state and federal courts of Nashville, TN and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

12. No Class Actions

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

13. No Trial By Jury

TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING.

14. Amendment; Additional Terms

(a) We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Website or to modify these Terms of Use. In addition, we reserve the right to provide you with operating rules or additional terms that may govern your use of the Website generally, unique parts of the Website, or both ("Additional Terms"). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Use. To the extent any Additional Terms conflict with these Terms of Use, the Additional Terms will control.
(b) Modifications to these Terms of Use or Additional Terms will be effective immediately upon notice, either by posting on the Website or by notification by email or conventional mail. It is your responsibility to review the Terms of Use and the Website from time to time for any changes or Additional Terms. Your access and use of any the Website following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same.

15. Miscellaneous

(a) No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.
(b) If any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected.
(c) These Terms of Use (including any Additional Terms incorporated by reference) constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between us with respect to such subject matter.
(d) You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect.