By using our site, you acknowledge that you read and understand our .

Stock By Pixlr License Agreement.

ESSENTIAL INFORMATION

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS STOCK BY PIXLR LICENSE AGREEMENT (“AGREEMENT”). YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT IS AN ABSOLUTE CONDITION OF YOUR USE OF THE SERVICE OF STOCK BY PIXLR.
1.   AGREEMENT
This is an agreement between Inmagine Lab Pte. Ltd. conducting business or transactions through and as Stock by Pixlr (“Pixlr”) at the website of https://pixlr.com/stock (the “Website”) and the user (“You”) who is using the Service (as defined below under Clause 4) from the Website. You may not allow anyone else to use Your user account. Each use/activity/transaction originating from Your user account will be attributed to and be held responsible by You, regardless of whether such use/activity/transaction was known to or approved by You. You must not use any automated means to access, log-in or register accounts on the Website.

We reserve the right to amend, change, alter, substitute, or otherwise modify the terms and conditions of this Agreement (and other terms and conditions, guidelines, or policies at the Website) at any time (“Update”). Each Update will be dated and indicated on the Website, and such indication shall serve as effective notification to You.

You have agreed to be bound by the terms and conditions of this Agreement and by using the Service from Pixlr, You acknowledge that You have read, understood, and accepted the terms and conditions of this Agreement.

If You are subscribing to the Service on behalf of a licensee (“Licensee”), You hereby represent and warrant that You are authorized to act on behalf of such Licensee and have full authority to bind the Licensee to this Agreement. If the Licensee fails to abide by the Agreement, You shall be personally and fully liable on a joint and several basis for such failure and any resulting damage or claim. For the purpose of this Agreement, all terms and conditions of the Agreement as applicable to You shall apply equally to the Licensee (as the case may be).

Your agreement with us includes this Agreement, License & Services Agreement, Privacy Policy, Terms of Use and Cookie Policy (this Agreement, Pixlr License & Services Agreement, Privacy Policy, Terms of Use and Cookie Policy and any additional terms that You agree to, shall be read and construed together collectively as the “Agreements”).
2.   PIXLR REPRESENTATION.
  1. Pixlr represents to the best of its knowledge that it owns all rights or has all requisite authority, including all copyrights, in and to the Service or, is authorized to license the Assets (as defined below under Clause 4) under the terms and conditions of this Agreement; provided, however, that such representation will be deemed inapplicable with regards to the Service which is found to be subject to the ownership or rights of any third party (other than Pixlr) without the reasonable knowledge or fault of Pixlr. The copyright and all other rights of the Service shall remain with Pixlr and its respective suppliers. However, such representation will be deemed inapplicable with regards to the Service which does not carry the corresponding model/property release(s) in relation to the Service which prevents the Service from the intended use.

  2. The Service is made available to You on an "AS IS", "AS AVAILABLE", and "WITH ALL FAULTS" basis. Pixlr, its employees, directors, and officers, and anyone else associated with Pixlr disclaims, to the fullest extent permitted by law, any and all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or that Your usage of Pixlr will be uninterrupted, error free of computer viruses or other damaging materials. When You access and use the Service You do so at Your risk. Pixlr, its employees and officers, and anyone else acting on behalf of Pixlr also disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort. Pixlr, its employees, directors, and officers, and anyone acting on behalf of Pixlr make no representation or warranty as to Your right to use any individual's name, likeness, and/or image appearing in the Service without first obtaining appropriate rights from such individuals.

    1. You understand and acknowledge that neither Pixlr, its employees, directors, and officers, nor anyone acting on behalf of the Website has made any representation or warranty that Your use of the Service will not infringe or violate the trademark rights of any third party, or constitute a false designation of origin or any other form of unfair competition, and

    2. You understand that You should seek competent counsel before using the Service on or in connection with any goods or services or for any other commercial purposes.
3.   LICENSEE REPRESENTATION
You represent and warrant that: -

  1. You are sixteen (16) years old or older. If you are under sixteen (16) years old, Your use of the Service must be directly supervised by Your parent or guardian or another authorized adult (e.g. a teacher) who agrees to be bound by this Agreement;

  2. You will not use the Service in any way that is not permitted by this Agreement;

  3. Your use of the Service will not violate any applicable law or regulation of any country, state or other governmental entity;

  4. Information You provide to Pixlr is accurate and true, including, without limitation, all payment and billing information; and

  5. Except as otherwise stated in this Agreement, any account(s) opened or maintained by You on the Website will only be accessed and used by You for the purposes and on the terms stipulated in this Agreement.
4.   GRANT OF LICENSE
Subject to the terms herein, Pixlr grants You a non-exclusive, worldwide, non-transferable license to use the assets comprising of WordPress themes, WordPress plugins, templates (comprising of video, web, email and presentation templates), audio, fonts, footage, graphics, photos, 3D images and such other assets which may be introduced from time to time by Pixlr (collectively known as the “Assets”) through its subscription based service for the use of the Assets (“Service”).
5.   PIXLR SUBSCRIBER
This Agreement allows the creation and registration of a single user account only. You may not allow anyone else to use Your user account.
6.   THE SERVICE
  1. In the course of Your utilization of the Service to design and to create a genuine end-product or derivative work that has been reproduced or created by or on behalf of You (“End Product”), when You download the Assets, You are required to register for a license (“Register”) for such Assets for the particular End Product. Upon doing so, You will be granted a license from Pixlr to use such Assets for a single purpose only (which is more particularly described in Clause 7 below). For the avoidance of doubt, by downloading and/or Registering the Assets, it does not qualify You to obtain the ownership of the Assets. While using the Service, we may show You different types of Assets, however You shall have no right or license to use any of the Assets until and when all necessary Registrations have been made. Such Assets shall not be allowed to be used in isolation.

  2. You shall abide by all copyright notices, trademark rules, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sub-license, rent, lend, assign, gift, sell or otherwise transfer or distribute for any purposes whatsoever any portion of the Assets not owned by You: (i) without the express prior written consent of Pixlr and its respective owners or (ii) in any way that violates any third party right. You acknowledge that some fonts and symbols used during the design process might have been licensed from a third-party provider.

  3. Under no circumstances will we be liable in any way for any Assets. You agree that You must evaluate, and bear all risks associated with the use of any Assets including, without limitation, the existence of any third-party rights that may exist in such resources.

  4. We shall not be responsible for the accuracy of the Assets including the Assets description and any keywords provided by the owner of the Assets nor are we responsible for any component of an Assets sourced from a third party. Assets that is used by the author of the item to demonstrate how the item works (for example things like photos in themes and audio files for videos) may have been sourced from a third party and it will be your responsibility to ensure that there is an appropriate license for your intended use.
7.   SINGLE USE
  1. In accordance with this Agreement, the use of the Assets shall follow the concept of “Single Use”: -

    1. For fonts and add-ons, the term Single Use in this context shall mean: -

      1. such fonts and add-ons to be Installed on Your device. For clarity, “Installed” means using the font and add-ons on any electronic device for the creation of the End Product; and

      2. the license to use such font and add-ons shall only commence upon the registration of the Installation enabling You to create the End Product.

    2. For Assets other than fonts and add-ons, Single Use of the Assets to create an End Product shall mean the following: -

      1. For an Asset that is a template, the End Product shall be a customized implementation of the Asset;

      2. for an Asset that is an audio asset, the End Product shall be the sync of music with an audio-visual or audio-only work that incorporates the Assets as well as other Assets making it large in scope and difference in nature than the Assets; and

      3. for other types of Assets, an End Product is a work that incorporates the Assets and other type of elements thus making it larger in scope and different in nature than the Assets.

  2. For the avoidance of doubt, the license mentioned in the above Clause 7(a)(ii) shall commence when You Register the use of the Assets and will remain valid if You complete the End Product during Your subscription. You will retain all perpetual rights to the End Product even upon termination of Your subscription.
8.   PERMITTED USAGE OF ASSETS
Permitted use of the Assets shall be as follows below: -

TYPE OF ASSETSPERMITTED USES
For fonts and add-ons only
  • The fonts and add-ons can only be used by You. Such rights are not transferable even if such transfer shall be made within Your organization or to a Licensee.

  • Fonts and add-ons shall only be able to be used on up to two (2) computers at the same time.

  • No distribution, modification or derivative shall be made of the font or add-on.

  • Such fonts and add-ons shall only be used as a web-enabled font for Your End Product but shall not encourage or facilitate the extraction of the font or the creation of new text.
Assets other than fonts or add-ons
  • Creation of the End Product for Yourself or Your clientele;

  • Such rights remain transferable pursuant to compliance with Clause 7(a)(ii) and 7(b) above. In the event if there is any transfer of rights of the End Product to Your client, You may do so by sublicensing these rights under this Agreement in any Assets within the End Product. Such sublicense shall only be granted on the condition that the use of the Assets is limited to what use which is necessary in order to the use the End Product.

  • Unlimited runs for the End Product that is created using the Assets;

  • The right to modify or manipulate the Assets with other works for the creation of the End Product; and

  • In the event if an Asset contains multiple Assets, You will be required to register the Assets for each new End Product that You create.
Audio AssetsYou shall not have any use of the audio Assets for Broadcast purposes. The Audio Assets however may be used for purposes other than Broadcast such as for noncommercial use such as presentations (for work and school purposes): -

  • For movies, the End Product may not be theatrically released. This restriction does not apply to Indie films and movies;

  • For P.R.O. Music, such public performance rights are not included with this license;

  • All authorship rights shall be retained by the original author of the Assets and You shall have no rights to claim ownership of such Assets even if such Assets is modified in accordance to this Agreement.

For clarity the terms mean: -

“P.R.O. Music.” - If the Assets is P.R.O. Music, this means the author of the Assets is a member of a P.R.O. and/or the Assets is registered with a P.R.O. If You intend to use the P.R.O. Music in an End Product that is publicly performed or broadcast, then You may need to obtain additional performing rights from a P.R.O. and be subject to additional fees which are collected by a P.R.O. Nothing in this license acts as a waiver of any P.R.O. fees.

“Broadcast”- Traditional television or radio broadcast (e.g. terrestrial, cable or satellite TV, broadcast radio); or Mobile or online substitutes for traditional television or radio broadcast (e.g. mobile TV, IPTV (streaming TV or video-ondemand), streaming radio).

“Indie Film” - A film not for general theatrical release. “Indie Film” includes a student film, a film distributed on online user generated platforms, and a film festival screening.
9.   END PRODUCT
  1. During the course of Your use of the Assets, You agree not to create an End Product that: -

    1. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You or to any other person;

    2. may create a risk of any other loss or damage to any person or property;

    3. seeks to harm or exploit children by exposing them to inappropriate Assets, asking for personally identifiable details or otherwise;

    4. may constitute or contribute to a crime or tort;

    5. contains any information or Assets that Pixlr shall deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, hostile, violent, or that which provokes violence or hostility, profane, or otherwise objectionable;

    6. contains any information which discriminates against others based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin;

    7. contains any information or Assets that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

    8. contains any information or Assets that You do not have a right to make available under any law or under contractual or fiduciary relationships; or

    9. contains any information or Assets that You know is not correct and current.
10.   THIRD PARTY RIGHTS
  1. For certain Assets, a component of the Assets will be sourced from a third party and different license terms may apply to the component, such as someone else’s license or an open source or creative commons license. The other license will apply to that component instead of this license.

  2. For some Assets, a GNU General Public License (GPL) or another open source license applies. The terms of any open source license will be included with the item (as a .txt file or, in some cases, embedded as part of the item itself). For any parts of the Assets subject to the open source license, those open source license terms will apply to the extent that’s determined by the open source license terms and the nature of the Assets, and this Agreement shall apply to the rest of the Assets.
11.   RESTRICTIONS OF USE
  1. During the grant of this Agreement, You shall not: -

    1. license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit any part of the Service, or any Assets displayed on the Service.;

    2. modify or alter any part of the Service;

    3. use the Assets for merchandising an End Product where the primary value of the product lies in the Assets itself, including: -

      1. an End Product where the Assets serves as its core component, where without the incorporation of the Assets it would not fundamentally differ from any other product or similar nature and use; and/or

      2. an End Product where the incorporation of the Assets is what makes the product fundamentally unique and valuable and is the main driving factor for the sale of the End Product;

    4. access the Service through any technology or means other than the technology provided on the Service, or other authorized means Pixlr may designate;

    5. sell access to the Service, or sell advertising, sponsorships or promotions relating to the Assets on the Service without Pixlr’s prior written approval;

    6. redistribute the Assets or the components and the source code of the Service as stock, in a tool or template, or with source files;

    7. use the Assets in any application allowing an end user to customize a digital or physical product to their specific needs, such as an “on demand”, “made to order” or “build it yourself” application;

    8. permit an end user to extract the Assets and use it separately from the End Product created;

    9. claim trademark or service marks rights or any other branding or identifiers over the Service; and

    10. activate the “right-click” function in the Assets, remove any metadata in the Assets, or reverse engineer, decompile, or disassemble the Service to enable the download or use the Assets on a stand-alone basis; and

    11. if the Assets contains an image of a person, even if the Assets is model-released You shall not use it in a way that creates a fake identity, implies personal endorsement of a product by the person, or in connection with sensitive subjects unless You include a statement that the image is used tor illustrative purposes only and the individual is a model.
12.   UNILATERAL ACTION
  1. You understand and agree that Pixlr may, in its sole discretion:

    1. monitor Your activity as frequently as Pixlr in its sole discretion determines, for any violation of this Agreement;

    2. limit the Assets and the End Product download to a fixed amount of total downloads per twenty-four (24) hour period, per user, as to ensure the best possible service to all Pixlr subscribers;

    3. track any abuse of Your username and password in connection with the Website or in connection with this Agreement;

    4. terminate Your account immediately if we detect You are using or are trying to use any automated means to use the Service; and

    5. terminate Your account, without notice, if it finds what Pixlr believes to be any violation of this Agreement and/or any abuse of Your username and password. If Your account is terminated for any violation of this Agreement and/or any abuse of a username or password, You shall lose all rights to the Service and cease usage of the Service, and forfeit all fees paid.
13.   TERMINATION
  1. This Agreement is effective until it is terminated or upon You ceasing to be a subscriber to the Service.

  2. You can terminate this Agreement by destroying the End Product derived from the Service, along with any copies or archives of it or accompanying materials (if applicable) and/or unsubscribing from the Service at any time.

  3. We can terminate this Agreement without advance notice to You if You fail to comply with any of the terms and conditions of this Agreement. Upon such termination, You must immediately (i) cease using Pixlr and the Service for any purpose; (ii) destroy or delete copies and archives of the End Product or accompanying materials; and (iii) if requested, confirm to us in writing that You have complied with all these requirements.

  4. Upon termination, the expiry of Your subscription, or You ceasing to be a subscriber of the Service pursuant to this Clause 13, You shall not be allowed to use the Assets for any other purposes.

  5. We reserve the right to revoke or amend this Agreement granted to You at any time.
14.   INTELLECTUAL PROPERTY RIGHTS
You further agree that You are obtaining only a limited license to use and access the Service expressly set forth above and that no ownership rights are being conveyed to You. Pixlr shall retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services, all related and underlying technology and documentation, and any derivative works or modifications. Further, You agree that the Service is offered as an online, hosted solution and that You have no right to obtain a copy of any code underlying the Service. You may submit comments, questions, suggestions or other feedback relating to Pixlr (“Feedback”) and You agree that Pixlr may freely use, copy, disclose, prepare derivative works based on, publicly perform or display, distribute and exploit, any Feedback, bug reports or suggestions You provide to Pixlr regarding the Service, without any obligation, royalty or restriction based on intellectual property rights or otherwise.

Assets that contain digital versions of real products, trademarks or other intellectual property owned by others have not been property released. It is Your responsibility to consider whether Your use of these Assets require a clearance and if so, to obtain that clearance from the intellectual property rights owner.
15.   WARRANTY DISCLAIMER
You agree that neither Pixlr nor their respective affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than You), shall be liable for any general, punitive, special, incidental, indirect or consequential damages or loss of profits or any other damages, costs or losses arising from any use or non-use of the Service even if You have been advised, or advised of the possibility, of such damages.
16.   LICENSEE INDEMNITY.
Notwithstanding anything to the contrary in this Agreement, You agree to fully defend, indemnify and hold Pixlr and its officers, directors, employees, owners, agents, representatives, licensors, and anyone else associated with Pixlr and each of their successors, (sub)licensees (other than You), and assigns free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses, damages, or expenses, including reasonable attorneys' fees and expenses, arising in connection with Your use of the Service and the Website or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this Agreement.
17.   PIXLR INDEMNITY.
Provided that You have not breached the terms of this Agreement, Pixlr agrees to defend, indemnify, and hold You harmless up to the Liability Cap (defined below). Such indemnification shall only apply to claims for damages directly attributable to Pixlr’s breach of the warranties and representations in this Agreement, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any valid actual or threatened third party lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of the Service by You pursuant to this Agreement violate Pixlr’s warranties and representations contained herein. This indemnification is on the condition that You give Pixlr:

  1. no later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and is emailed to legal@pixlr.com, Attention: General Counsel;

  2. full information, assistance, and cooperation for the defense or settlement thereof; and

  3. at Pixlr’s option, sole control of any defense, settlement or action related thereto.

  4. Pixlr shall not be responsible for any claim settled without Pixlr’s consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein
18.   LIABILITY CAP
Pixlr maximum aggregate obligation and liability to You for all claims (assessed collectively) under Clause 17 shall be limited to Twenty Five Thousand United States Dollars (US$25,000.00) or the total amount of the license fees paid by You for the Assets and/or Audio Assets, whichever the lower (“Liability Cap”).
19.   ASSIGNMENT
This Agreement, and any rights and licenses granted hereunder may not be transferred or assigned by You but may be assigned by Pixlr without restriction.
20.   NO THIRD-PARTY RIGHTS
Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its terms.
21.   SERVICE LIMITATION AND RESTRICTIONS
We will make reasonable efforts to keep Pixlr operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, we reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of Pixlr, with or without notice, all without liability to You, except where prohibited by law, for any interruption, modification, or discontinuation of Pixlr or any function or feature thereof. Notwithstanding the foregoing, You understand, agree, and accept that We have no obligation to maintain, support, upgrade, or update Pixlr, or to provide all or any specific Assets through Pixlr. This section will be enforced to the extent permissible by applicable law. We may, from time to time, remove any of the Assets without notice to the extent permitted by applicable law.
22.   GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by, and shall be construed in accordance with, the laws of Singapore. All disputes arising out of or in connection with the performance of this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree that the dispute shall be settled by arbitration in Singapore under the Singapore International Arbitration Centre (“SIAC”) administered SIAC Arbitration Rules in force when the notice of arbitration is submitted in accordance with these Rules. The number of the arbitrator shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
23.   ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between You and Pixlr regarding its subject matter and supersedes any previous written or oral agreement between You and Pixlr. 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 deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Failure 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.
24.   LANGUAGE
This Agreement is written in English with a reference translation in another language (if necessary). In the event of any conflict in interpreting or construing this Agreement, the English version shall prevail.
25.   ELECTRONIC COMMUNICATIONS
You agree that the communications between You and Pixlr use electronic means. For contractual purposes, You (a) consent to receive communications from Pixlr in an electronic form; and (b) agree that all terms and conditions, the Agreements, notices, disclosures, and other communications that Pixlr provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect Your non-waivable rights.

Last updated: 1 November 2020
PIXLR CREATOR AGREEMENT (“AGREEMENT”)

THIS IS AN AGREEMENT BETWEEN YOU AS THE PIXLR CREATOR (“YOU”) AND PIXLR INMAGINE LAB PTE. LTD. (“PIXLR”). THIS AGREEMENT APPLIES TO ALL PIXLR CREATOR WHO SUPPLY ASSETS TO HTTPS://PIXLR.COM/STOCK (COLLECTIVELY KNOWN AS “WEBSITE”).
1.  Definitions
  1. “Accepted Assets” means Assets uploaded onto the Website and deemed suitable for posting on the Website by Pixlr for licensing.

  2. “Applicable Deductions” has the meaning ascribed to it in Clause 6(d).

  3. “Assets” means digital assets files including but not limited to the form of themes (for the purposes of WordPress, CMS, video, web and emails, presentation), WordPress plugins, fonts, footage, graphics and photos, 3D and/or Audio Asset contributed by You.

  4. "Audio Asset" means any sound (including music, sound effects, musical compositions, musical arrangements, jingles, track compilations, sound and master recordings, non-musical audio recordings, voice and voice recordings and sound / audio clips), original digital files, or any copies thereof.

  5. "Collection Societies" means any performing, mechanical, or other similar rights society (e.g. ASCAP, IFAMLA, MACP, BMI, SESAC, SOCAN, KOMCA, SACD, SACEM, MCPS, PRS, PPL, GEMA, GVL, SGAE, AIE, MCPS, SDRM, JASLAC, etc.) in any jurisdiction that collects and administers royalty payments on behalf of music publishers, writers and performers.

  6. “Earning”means payment due to the Assets (less any Applicable Deductions) from sublicensing the Assets uploaded and owned by the Pixlr Creator based on the Pixlr’s Subscriber Share Structure, as may be revised by Pixlr from time to time.

  7. “Distribution Network” means the following methods / platforms used by Pixlr to sell, license, sublicense and distribute the Assets:

    1. https://pixlr.com/stock;

    2. application programming interface (API) methods / business models and other portable interfaces linking to Website;

    3. other websites, platforms and venues under common control of Pixlr or affiliated to Pixlr; and

    4. Distributors / resellers and their respective sites and distribution channels.

  8. “Distributors” means any person / entity from any territory authorized by Pixlr to resell the Assets through the Distribution Network.

  9. "Edit" means not using the entire Assets or using the Assets in an incomplete or altered form, including editing, looping, enhancing, adapting, distorting or modifying the Assets.

  10. “Identification Documents” has the meaning ascribed to it in Clause 3(a).

  11. “IPR” means the copyright, trademark, intellectual property rights, privacy rights, publicity rights, trade secrets, confidentiality or any other proprietary right of any party or third-party.

  12. "Licensee" means the third-party clients / customers / users who license Assets from Pixlr, the Website or the Distributors.

  13. “Payoneer” is an internet-based financial service provider that allows users to transfer money and receive payments through reloadable prepaid MasterCard debit cards.

  14. “PayPal” (www.paypal.com) is an account-based system that allows anyone with an email address to securely send and receive online payments using their credit card or bank account.

  15. “Pixlr Creator” means an individual that has accepted this Agreement, has successfully cleared the ID verification process as per Clause 3 and has been approved by Pixlr to upload the Assets to the Pixlr’s servers.

  16. “Pixlr Parties” means Pixlr, its respective officers, directors, employees, agents, representatives, shareholders, advisors, licensees, sub-licensees, parties within the Distribution Network and anyone else associated with Pixlr.

  17. “Release” is the document stipulating terms under which one party may use pictures of persons or property for commercial and other purposes. Release includes "Audio Release" which means a document stipulating the terms and conditions under which a party may legally use the voice, voice recording or other audio recordings of another party (i.e. the owner/creator of such voice, voice recording or other audio recordings).

  18. “Reproduce(d)” means distortion, alteration, cropping, editing, incorporation or manipulation of any part of the Assets to create / reproduce a derivative product.

  19. "Synchronize" means to use Audio Asset in timed relation to other elements.

  20. "Upload" means the upload, storage, transmission, posting or submission of Assets on or to the Website, whereby each Upload shall be governed by the terms and conditions of this Agreement.
2.  Grant of Rights
  1. You grant Pixlr the perpetual right as a non-exclusive distributor to distribute, license, sublicense and sell Your Assets throughout the world via Pixlr’s Distribution Network, in and through any and all media and methods now known or hereafter devised, including the right to include such Assets in any marketing collaterals, promotional channels or marketing methods across the Inmagine Group, pursuant to the terms and conditions in this Agreement and all other related activities whether on the Website or through any other third-parties' platforms at Pixlr's own expense without any further costs, charges or license fees to You. For the avoidance of doubt, Pixlr Parties by virtue of this clause shall also duly obtain the right to use the Assets for the purposes as prescribed under this Clause 2(a) without any further costs, charges or license fees to be incurred.

  2. You grant Pixlr the right to grant perpetual and worldwide licenses and sublicenses to Licensee(s), in accordance with the license agreements entered into by Pixlr, including but not limited to, the Pixlr License Agreement.

  3. You further authorize Pixlr and the parties within the Distribution Network to facilitate all licensing and royalty fee payments/commissions with regard to Your Assets as they each deem fit, including without limitation the remittance, collection, payment, withholding, transfer, crediting and other payment/collection methods for the sale, licensing and sublicensing of the Assets.
3.  Pixlr Creator’s Identification
  1. You are required to submit at least one (1) valid government-issued identification to Pixlr for purpose of account creation such as the following:

    1. travel passport;
    2. identity card;
    3. driver's license; and/or
    4. certificate of incorporation (applicably for companies and organizations)

    5. (collectively known as the “Identification Documents”).

  2. Scanned proof of identification can be uploaded via the Website.

  3. Pixlr reserves the right to:

    1. reject the Identification Documents as uploaded by You due to authentication issues; and
    2. refuse to process the Earnings due to You until valid identification is processed by Pixlr.

  4. withhold Your Earnings if Pixlr suspects that You have been involved in fraudulent transactions or infringement of IPR or have breached the terms and conditions of this Agreement;

  5. start or continue to review and approve any Assets submitted by You only after valid identification has been submitted and approved by Pixlr; and/or

  6. deactivate, suspend or terminate any account /membership.

  7. Personal Information

    1. Pixlr will not rent, sell, or share personal information about You with other parties or non-affiliated companies unless Pixlr is required to do so by law.
    2. Pixlr will only accept personal identification documents that are processed securely within the Website.
    3. Pixlr will take all necessary security measures and precautionary protocols to ensure that all personal information of Pixlr Creator is secure and will not be accessible by unauthorized third parties.
4.  Releases
  1. You represent and warrant that You have taken all reasonable steps and measures to obtain genuine and original Release(s) for all Assets Uploaded by You that contains an identifiable person or property.

  2. Pixlr has the right to reject Assets with identifiable person(s) where You have not secured the necessary Release except for Assets marked specifically for editorial-use only.

  3. Pixlr shall be entitled to terminate Your account in the event You are found to have submitted false or incorrect Releases and You shall be liable to indemnify Pixlr for any and all claims arising from such false or incorrect Releases.

  4. Pixlr reserves the right to verify and provide documentation regarding Releases to its clients if required. In such an event, Pixlr shall ensure that the personal information of the individual identifiable in the Assets be kept private and confidential.
5.  Right to Control Claims
  1. Further to the right granted by You in Clause 2 and in this Agreement, Pixlr shall retain the exclusive right to pursue any administrative or legal action as it solely deems fit and necessary against any third-party for any unauthorized use of the Pixlr. You hereby agree to grant Pixlr and the Distributors the exclusive and irrevocable right to institute, report, file, pursue, manage, settle, take control and defend any claims related to any actual or alleged infringement of any IPR in the Accepted Assets ("Claims").

  2. You hereby agree to commit and provide all necessary cooperation as is reasonable and appropriate to Pixlr and the Distributors with respect to the Claims and You shall not unreasonably withhold or delay such cooperation. Except with Your prior written consent, Pixlr and the Distributors will not undertake any written or verbal settlements where such settlements may be prejudicial to Your rightful ownership in the Accepted Assets, whether now or in future. Pixlr and the Distributors shall be entitled to recover all fees and expenses arising from the management and control of any Claims (including the attorney fees) from You. If Pixlr and the Distributors decide not to pursue a Claim, You shall have the right to pursue such Claim at Your sole expense and Pixlr shall provide all necessary cooperation with respect to the Claim.
6.  Pixlr Creator's Earnings
  1. Pixlr shall pay You the Earnings based on the Pixlr's Subscriber Share Structure.

  2. Your account will be updated the following month for each of Your Assets downloaded by a Licensee and also reflect the total Earnings payable which shall be paid by the fifteenth (15th) of each month. Payment will only be made if the total Earnings payable meets the Minimum Payout Thresholds as set out in Clause 7 below. If the total Earnings payable does not meet such threshold, the amount will be carried forward and accumulated in the following month. Payments are automatic and no request is required. For the avoidance of doubt, Your Earnings shall be subjected to the withholding tax imposed by the government of the relevant country(ies). You may be required to fill up any relevant tax form, from time to time, to ensure You comply with the relevant country(ies)’s taxation law.

  3. All Earnings to be paid to You by Pixlr are subject to the following adjustments / deductions:

    1. any applicable taxes which in the opinion of Pixlr, is required to be withheld, deducted or paid from any of Your Earnings pursuant to any applicable law, regulation or treaty. For the avoidance of doubt, Pixlr and the parties in the Distribution Network shall not be responsible in any way for Your tax obligations;
    2. any refunds or cancellation of licenses or downloaded Assets by the Licensees for any reasons whatsoever;
    3. any other reasonable expenses attributable to You in the course of enforcing this Agreement;
    4. any prior overpayment of Earnings by Pixlr to You; and
    5. any other amount due from You to Pixlr or any parties in the Distribution Network

    6. (collectively known as “Applicable Deductions”).
7.  Minimum Payout Threshold (in US$)
  1. PayPal
    The minimum payout is US$50.00.

  2. Payoneer
    The minimum payout is US$50.00.
8.  Payment Terms
  1. Selecting Payment Method: There will be no default payment method and Pixlr will not send You any Earnings payable until You have chosen one of the payment methods above. To make such a selection, You are required to edit the settings in Your profile after signing in or during initial account registration. Pixlr shall not be responsible for payment set to incorrect accounts as entered into Your profile.

  2. Transaction Fees: Changes to Your payment preferences or address may result in processing payment problems / delay and cause additional processing fees / bank transaction charges (if any) to be incurred (“Additional Transaction Fees”). If the Additional Transaction Fees is incurred through no fault of Pixlr, Pixlr may charge a processing fee equivalent to the Additional Transaction Fees in processing and making payments to You by deducting such Additional Transaction Fees from the Earnings payable.

  3. Account Cancellations and Sums Remaining: If You cancel Your account before You reach the Minimum Payout Threshold, the amount in Your account will be reimbursed to You via Your payment method. You shall however be fully responsible for all related charges to process such reimbursements.

  4. Modification: Pixlr reserves the right to modify the Earnings rate and/or payment processing and/or payment delivery schedule at any time and will notify You by email of the change.

  5. Payment Schedule: All payments are made on the following month upon Your Minimum Payout Threshold being reached. Example, if You reached US$50.00 worth of Earnings in February and elect PayPal, Pixlr will pay You US$50.00 by the third (3rd) week of March.

  6. Customer Refunds and Adjustments

    1. Where a Licensee disputes the purchase of any Assets, and upon an internal investigation by Pixlr, at Pixlr’s discretion, a credit card chargeback or refund is made to the Licensee, the downloads of such Licensee shall be removed from Your earnings.
    2. Refunds are only given after signed documents are returned to Pixlr by the Licensee indicating that they will destroy any downloaded Assets from the Website and will not use the Assets.
9.  Fraudulent Downloads & Violations
  1. Intellectual Property Right Infringements: You shall not contribute any Assets in any manner that violates, plagiarizes, misappropriates or infringes the rights of third-parties in any manner including but not limited to intellectual property right infringements.

  2. Sites Tampering: You may not copy or adapt the object code of the Website, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Website, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to the Website.

  3. System Abuse: All Your Earnings will be forfeited if You are found to be artificially inflating downloads or violating the terms and conditions of this Agreement.

  4. Post-termination Account: If Your account is terminated for any reason, You must obtain Pixlr’s prior consent to sign up for another account. Further violation will result in a permanent ban from the use of the Website.
10.  Indemnity
  1. Indemnity by You: You agree to fully defend and indemnify the Pixlr Parties, free and harmless from any and all claims, liabilities, costs and losses (including any reasonable attorney’s fee and disbursement), arising out of or in connection with (i) Your Uploaded Assets; (ii) the use, licensing or sale of Your Uploaded Assets by Pixlr, Distributor, parties within the Pixlr Parties and Licensees pursuant to the terms and conditions of this Agreement; (iii) the use or infringement of IPR by You of the Website; and/or (iv) any breach or alleged breach or of any falsity or misrepresentation of any representation and warranty made by You in this Agreement.

  2. Indemnity by Pixlr: Subject to the terms and conditions of this Agreement, and provided that You have not breached the terms and conditions of this Agreement, Pixlr agrees to defend, indemnify, and hold You harmless up to the Liability Cap below. Such indemnification shall only apply to Claims for damages directly attributable to Pixlr’s breach of its representations and warranties in this Agreement, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any valid actual or threatened lawsuit, claim, or legal proceeding. This indemnification is conditioned upon You notifying Pixlr, in writing, of any such claim or threatened claim, no later than five (5) business days from the date You know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to You and emailed to legal@pixlr.com, Attention: General Counsel. If required, Pixlr shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Pixlr in the defense of any such claim and shall have the right to participate in any litigation at Your own expense. Pixlr shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.

  3. Liability Cap: Pixlr's maximum aggregate obligation and liability to You for all claims (assessed collectively) arising under this Agreement shall be limited to Twenty-Five Thousand United States Dollars (US$25,000.00) only (the "Liability Cap").
11.  Liability and Disclaimer
  1. No Consequential Liability: In no event will any of the Pixlr Parties be liable for any actual, indirect, special, incidental, economic, or consequential damages including but not limited to loss of revenue or profits, arising out of the submission, promotion, use, inability to use, or payment for, the Assets, even if Pixlr or the Pixlr Parties have been advised of the possibility of such damages.

  2. Licensees: You agree and acknowledge that Pixlr Parties and the parties within the Distribution Network will license the Assets according to various license agreements; however, Licensees of the Assets may or may not adhere to the terms and conditions of those license agreements, for which non-adherence, the Pixlr Parties and the parties within the Distribution Network shall not be held responsible or accountable in any way. In this regard, You hereby agree that while You may directly pursue claims against the Licensees, You will not pursue nor have any claims whatsoever against the Pixlr Parties or the parties within its Distribution Network but Pixlr may assist Your pursuit of such claims at Pixlr’s discretion and at Your expense.
12.  Representations and Warranties
  1. Legal Capacity: You represent and warrant that You are eighteen (18) years of age or over and have the legal capacity to enter and accept this Agreement. By using the Website, and/or registering for an account, You warrant that You at least the legal age of Your country's residence.

  2. Copyright Ownership: You represent and warrant that You own all proprietary rights including all copyright to the Assets and understand that Pixlr is merely providing a platform to market and sell the Assets for You. No title, copyright or intellectual property rights are transferred or granted in any way to Pixlr or any third-party.

  3. Tax Liability: You warrant that You shall be responsible for any income and all tax declarations as required in Your country of residence. Pixlr shall not be held responsible for any tax issues pertaining to Earnings paid out to You.

  4. No IPR Infringement: You represent and warrant that Your Assets does not, in any way and in any territory worldwide, infringe the copyright, trademark, IPR, performers’ rights, audio/voice release rights, production rights, privacy rights, publicity rights, trade secret, confidentiality or any other proprietary right of any party or third-party. You agree that You may not Upload any Assets which infringes any IPR and You have the duty and obligation to notify Pixlr of any such infringement (or possible infringement) and to take all steps to prevent any infringement of such IPR. Pixlr reserves the right to remove from the Website and the Distribution Network any Assets which infringes (or which Pixlr believes may infringe) any IPR with or without notice or reference to You.

  5. No Immoral Assets: You represent and warrant that Your Assets does not involve any illegal or immoral activities such as child abuse or exploitation, invasion of privacy or elements which are pornographic, offensive, politically endorsing, racist, ethnically or culturally offensive, obscene or indecent, sexually explicit, defamatory, intrusive of privacy or which endorses violence or acts of terrorism, is discriminatory towards race, gender, religion, faith or sexual orientation.

  6. Personal Account: You undertake to use the Pixlr account only for Yourself and no third-party shall have access to Your account. Any losses and damages arising from unauthorized access shall be Your sole liability / responsibility.

  7. Right to Grant: You represent and warrant that You have all unconditional and irrevocable authority, right, title and ownership in granting all the rights in this Agreement to Pixlr in relation to Your Assets.

  8. Creation Expenses: You represent and warrant that other than the Earnings, there are no other fees, expenses, claims, damages or royalties payable or which may be payable to You (or any person involved in the creation of the Assets Uploaded by You) (“Creation Expenses”) by Pixlr and the Pixlr Parties, as a result of the licensing or use of the Assets pursuant to the terms and conditions of this Agreement, and that any entitlement to Creation Expenses however and whenever arising is hereby waived by You unconditionally. You further represent and warrant that all Creation Expenses payable to persons involved in the creation of the Assets Uploaded by You have been paid by You in full and that if, for any reason, such Creation Expenses remain outstanding or arise, You shall be fully responsible for such sums.

  9. Virus/Malware: You warrant and represent that You will not introduce or transmit to the Website, and Your Assets does not contain any material or program of any kind that contains any virus, trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which might or will overburden, impair or disrupt the Website or servers or networks forming part of, or connected to, the Website, or which does or might restrict or inhibit any other user's use and enjoyment of the Website.

  10. True Information: You represent and warrant that all registration information, documents and identification provided by You are true, accurate, up to date and not misleading, and that You shall update such information to the Website/Pixlr as changes occur.

  11. Society Membership (applicable to Audio Asset only): You represent and warrant that there are no royalty payments which are payable or may be payable to any of the Collection Societies in relation to any Audio Asset contributed / Uploaded by You, and that You are not a member of any of these Collection Societies. If You are a member of a Collection Society, You are NOT eligible to sign up as a Pixlr Creator or directly or indirectly contribute or Upload any Audio Asset to the Website, or any sites operated within the Distribution Network. If You intend to join a Collection Society, You must inform Pixlr before doing so and take steps to terminate this Agreement pursuant to the terms herein.
13.  Term and Termination
  1. Term: This Agreement is effective until terminated. Either party may terminate this Agreement by giving thirty (30) days prior written notice to the other party.

  2. Immediate Termination: Either party may terminate this Agreement effective immediately if:

    1. the other party becomes insolvent or is subjected to bankruptcy; and/or
    2. the other party is in breach of this Agreement.

  3. Survival Rights: Termination will not affect the validity of any licensed Assets prior to the termination. Such licenses granted prior to termination will continue in full force and effect according to their terms.

  4. Effect of Termination: Within a reasonable time after termination of this Agreement, Pixlr shall delete all digital files representing the Accepted Assets and withdraw the availability of such files for search and licensing from all Distributors databases and repositories.

  5. Post-Termination / Assets Removal Licensing: Notwithstanding Clause 13(d) above, Pixlr may retain digital files of the Assets in its back-up media up to ninety (90) days after termination or removal of the Assets by You. Pixlr reserves the right to pursue and close previously quoted transactions prior to the termination and conclude the sale before the next payout date. All Earnings due to You as a result of the sale after the termination shall be paid out in full.

  6. Outstanding Earnings due to Termination: Pixlr may deem this Agreement to be terminated and reserves the right to off-set, forfeit or freeze any part or all Earnings due to You if there has been any material misrepresentation made as to the warranty, capacity, identity or copyright ownership of Assets provided to Pixlr or the Website hereunder.
14.  Force Majeure
It is mutually understood and agreed that neither You nor Pixlr (including Pixlr Parties and the parties in the Distribution Network hereto) shall be held responsible for damages caused by the delay or failure to perform any of its obligations under this Agreement, when such delay or failure is due to fires, explosions, floods, storms, strikes, labor trouble, riots, epidemic, legal acts of the public authorities, delays or defaults caused by public carriers which cannot reasonably be forecasted or provided against, change of government or political power, war (declared or undeclared), embargos, blockades, legal restrictions, insurrections, acts of God or any other cause similar thereto which is beyond the control of the parties herein.
15.  Governing Law and Dispute Resolution
This Agreement shall be governed by, and shall be construed in accordance with, the laws of Singapore. All disputes arising out of or in connection with the performance of this Agreement shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree that the dispute shall be settled by arbitration in Singapore under the Singapore International Arbitration Centre (“SIAC”) administered SIAC Arbitration Rules in force when the notice of arbitration is submitted in accordance with these Rules. The number of the arbitrator shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.
16.  Language
This Agreement was originally written in English and may be subsequently translated into other languages. In case of inconsistency between the English version and the translated version, the English version shall prevail.
17.  Time of the Essence
Time wherever referred to in this Agreement shall be of the essence.
18.  Entire Agreement/Severability/Waiver
This Agreement constitutes the entire Agreement between You and Pixlr regarding this subject matter and supersedes any prior agreements with respect to the subject matter. 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' intention(s). Failure by Pixlr to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
19.  Successor and Assignment
    This Agreement shall remain valid and binding throughout the duration of this Agreement on the parties herein including their successors in title and permitted assigns.

  1. Pixlr shall be free to assign this Agreement and/or any of its rights or obligations under this Agreement to any party without notice to You.

  2. You may only assign this Agreement and/or any of its rights or obligations under this Agreement upon obtaining a prior written consent from Pixlr.
20.  Modification
Pixlr reserves the right to modify these terms at any time and to notify You by email or to display the modified terms on the Website.
21.  Acknowledgement of Acceptance
By clicking the “I Agree” button, You acknowledge that You have read, understood and have accepted the terms and conditions of this Agreement, and have had the opportunity to seek prior legal advice and agree to abide by and be bound by the terms and conditions as set forth in this Agreement.

Last updated: 1 November 2020