Terms of Service

1. Parties and definitions

In these Terms the following expressions have the meanings set out below, and the singular includes the plural where the context so admits.

• "Platform" or "PIXEL" means the hosted software service operated by PIXEL comprising brief intake, capture management, AI image generation, range production and print finalization, together with all associated tools, interfaces and documentation.
• "PhotoPod^™" means the calibrated capture unit supplied by PIXEL, including the PP430 model, and any lighting, mounting or ancillary equipment supplied with it.
• "Client" means the business entity that places an order with PIXEL or whose personnel are issued with Platform credentials, and includes its Authorized Users.
• "Client Materials" means all products, photographs, captures, briefs, artwork, brand guidelines, trade marks, text and other materials supplied by or on behalf of the Client for processing by the Platform or by PIXEL.
• "Deliverables" means the final images and image files approved by the Client and delivered by PIXEL under an Order, including print-ready masters.
• "Order" means an accepted written order, statement of work, subscription confirmation or quotation issued by PIXEL and accepted by the Client.
• "Platform IP" means the Platform, its software, models, model configurations, prompts, pipelines, workflows, templates, know-how, and all intellectual property rights therein.

2. Description of the service

PIXEL is an AI-driven product photography service. Depending on the Order, the service may comprise: (a) intake and structuring of the Client's briefing documents and reference imagery; (b) supply of a PhotoPod^™ or access to a dedicated capture station at a PIXEL studio location; (c) capture of the Client's products, whether performed by the Client or by PIXEL; (d) automated grading of captures for reference-readiness; (e) AI-driven generation, editing and refinement of imagery from approved references; (f) range production, whereby further SKUs are generated from an approved master image; and (g) enhancement of approved imagery to print grade and finishing to the Client's packaging specification.

PIXEL may develop, modify and improve the Platform, including the models and pipelines it uses, provided that no change materially reduces the core functionality contracted for during the term of a paid Order.

3. Accounts, Authorized Users and acceptable use

Accounts are issued to named individuals authorized by the Client ("Authorized Users"). The Client is responsible for keeping credentials secure, for all activity conducted under its accounts, and for ensuring that its Authorized Users comply with these Terms. Credentials must not be shared. PIXEL may require multi-factor authentication and may suspend an account where it reasonably suspects unauthorized access or misuse.

The Client shall not, and shall not permit any person to:

• upload material that is unlawful, defamatory, obscene, or that infringes the rights of any third party;
• attempt to access data belonging to another customer, or to probe, scan or circumvent the security controls of the Platform;
• use the Platform, or any output of it, to train, benchmark or develop a competing generative imaging service;
• reverse engineer, decompile or attempt to extract the models, prompts or pipelines comprised in the Platform IP, except to the extent such restriction is prohibited by law;
• resell or provide access to the Platform to any third party except as expressly permitted in an Order; or
• use the Platform to generate imagery depicting identifiable individuals without a lawful basis and all necessary consents.

4. Client Materials and license to process

The Client retains all right, title and interest in the Client Materials. The Client grants PIXEL a non-exclusive, worldwide, royalty-free license, for the duration of the Order and for such further period as is necessary to fulfill it, to host, store, reproduce, transmit, adapt and process the Client Materials, and to make them available to PIXEL's subprocessors and AI infrastructure providers, in each case solely for the purpose of providing the service and producing the Deliverables.

The Client warrants that it owns or is validly licensed to use all Client Materials, that it has all rights, consents and permissions necessary to grant the license in this clause, and that PIXEL's processing of the Client Materials in accordance with these Terms will not infringe the rights of any third party. PIXEL does not use identifiable Client Materials to train foundation models for the benefit of other customers.

6. Fees, payment and taxes

Fees are as stated in the applicable Order. Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date, in the currency stated, without set-off or deduction. All fees are exclusive of sales, use, value added, gross receipts and similar transaction taxes, and of any withholding taxes, each of which shall be added or borne by the Client at the applicable rate. The Client is responsible for any import duties or customs charges on hardware shipped outside the United States.

PIXEL may charge interest on overdue sums at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, accruing daily, together with reasonable costs of collection. Where payment is overdue by more than fourteen (14) days PIXEL may suspend delivery of Deliverables and access to the Platform, on notice, until payment is received. Assignment of rights in Deliverables under clause 5 is conditional on full payment.

7. PhotoPod hardware terms

Where an Order includes a PhotoPod^™, the terms of supply are as stated in that Order and are either (a) a sale, or (b) a loan or rental for the duration stated. Delivery dates are estimates and time is not of the essence unless expressly agreed in writing.

Risk in the PhotoPod^™ passes to the Client on delivery to the address stated in the Order. On a sale, title passes only upon receipt of payment in full of all sums due for that unit. On a loan or rental, title remains with PIXEL at all times, the Client shall keep the unit in good condition, shall not modify it or move it to a different site without notice to PIXEL, shall insure it for its replacement value, and shall return it in the condition supplied (fair wear and tear excepted) at the end of the term. The Client shall use the unit in accordance with PIXEL's instructions and with all applicable electrical and workplace safety requirements.

Where a capture station is provided at a PIXEL studio location, access is subject to PIXEL's site rules, scheduling and health and safety requirements.

10. Indemnities

The Client shall indemnify PIXEL against all losses, liabilities, damages, costs and reasonable legal expenses arising out of or in connection with any third-party claim that the Client Materials, or PIXEL's permitted processing of them, infringe that third party's intellectual property, privacy or other rights, or arising out of the Client's use of the Deliverables in breach of these Terms or of applicable law.

PIXEL shall indemnify the Client against all losses, liabilities, damages, costs and reasonable legal expenses arising out of any third-party claim that the Client's use of the Platform, as supplied by PIXEL and used in accordance with these Terms, infringes that third party's intellectual property rights, provided that the Client notifies PIXEL promptly, grants PIXEL sole control of the defense and settlement, and provides reasonable assistance. This indemnity does not apply to claims arising from Client Materials or from modification or misuse of the Platform.

11. Term, suspension and termination

These Terms take effect on the earlier of account activation and acceptance of the first Order and continue until terminated. Subscriptions and recurring Orders renew as stated in the Order and may be cancelled with effect from the end of the then-current billing period.

Either party may terminate immediately by written notice if the other commits a material breach that it fails to remedy within thirty (30) days of notice requiring remedy, or becomes insolvent, enters administration, has a receiver appointed, or ceases or threatens to cease to carry on business. PIXEL may suspend access immediately where necessary to protect the Platform, its other customers or any person's safety, or where required by law.

On termination: accrued fees remain payable; Deliverables already paid for remain the Client's property under clause 5; loaned hardware shall be returned within thirty (30) days; and clauses 4, 5, 8, 9, 10, 12, 13 and 14 survive. Client data is dealt with under the Data Processing Agreement.

12. Confidentiality

Each party shall keep confidential all non-public information disclosed by the other that is identified as confidential or would reasonably be regarded as such, including unreleased products, packaging, launch plans, pricing, prompts and technical information. Confidential information may be disclosed only to those personnel and professional advisers who need it, on equivalent terms, and shall be used only for the purposes of these Terms. These obligations do not apply to information that is or becomes public otherwise than by breach, was lawfully known before disclosure, or is required to be disclosed by law or a competent authority. This clause survives termination for five (5) years.

13. Force majeure

Neither party shall be in breach of these Terms, nor liable for any delay or failure in performance, arising from an event beyond its reasonable control, including act of God, flood, fire, epidemic, war, civil unrest, terrorism, industrial action, failure of utilities or telecommunications, failure or unavailability of third-party cloud or AI infrastructure, or compliance with law or government order. The affected party shall notify the other and use reasonable endeavours to mitigate. If the event continues for more than sixty (60) days either party may terminate the affected Order by written notice.

14. General

Entire agreement. These Terms, together with the applicable Order, the Privacy Policy and the Data Processing Agreement, constitute the entire agreement between the parties and supersede all prior statements, save that nothing limits liability for fraudulent misrepresentation. In the event of conflict, the Order prevails over these Terms, and the Data Processing Agreement prevails in respect of the processing of personal data.

Assignment. The Client may not assign, transfer or sub-contract its rights or obligations without PIXEL's prior written consent. PIXEL may assign or novate these Terms to a successor of its business or assets on notice, and may use sub-contractors provided it remains responsible for their performance.

Notices. Notices shall be given in writing to the principal business address above, or by email to orchestrator@shootpixel.ai and to the Client's registered address or nominated account email, and are deemed received on delivery or, if by email, on the next business day.

No third-party beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns, and no other person has any right to enforce any of their terms.

Waiver, severance and variation. No failure or delay in exercising a right operates as a waiver of it. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary or, failing that, severed, without affecting the remainder. Variations must be in writing and signed by authorized representatives of both parties. Nothing in these Terms creates a partnership, joint venture or relationship of employment or agency.

16. Contact

Tjarks and Tjarks Design LLC, an Illinois limited liability company, 111 West Jackson Blvd, Chicago, IL 60604, United States. Contractual inquiries: orchestrator@shootpixel.ai.