PixelleAI Terms of Service

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY!

These Terms of Service (the “Terms”) describe the terms and conditions applicable to your access and use of the PixelleAI, which includes web, mobile applications and mobile-optimized versions of the websites identified by the uniform resource locators https://pixelle.ai/and their sub-domains (collectively the “Sites”), and/or other Services (as defined in Clause 1.1 below).

This Terms is a legally binding agreement between (1) you as the user(s) of the Services (referred to as “you”, “your” or “User” hereinafter) and (2) Neuralnetics Pte. Ltd. (referred to as “we”, or “our” or “us” hereinafter) (incorporated in Singapore with UEN number 202319219E).

APPLICATION AND ACCEPTANCE OF THE TERMS

1.1.

This Terms set forth the terms and conditions governing your access and use of beta, evaluationor pre-release versions of products and software made available through the Sites (“Services”).

1.2.

TheServices is provided to you on the condition that you agree to these Terms. By signing up for the Services you accept the terms and conditions set forth in these Terms.

1.3.

You may not access or use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with us, (b) you are not of sound body and mind or (c) you are not permitted to receive any Services under the laws of Singapore or other countries/regions including the country/region in which you are resident or from which you access and use the Services and the Sites.

1.4.

WE MAY AMEND ANY TERMS AT ANY TIME AND WILL TAKE APPROPRIATE MEASURES TO INFORM YOU, CONSISTENT WITH THE SIGNIFICANCE OF THE CHANGES WE MAKE AND AS REQUIRED BY APPLICABLE LAW, SUCH AS BY POSTING THE RELEVANT AMENDED AND RESTATED TERMS ON THE SITES. BY CONTINUING TO ACCESS OR USE THE SERVICES, YOU AGREE THAT THE AMENDED AND RESTATED TERMS WILL APPLY TO YOU.

1.5.

Certain Services may contain or otherwise make use of software, code or related materials from third parties, including “open source” or “freeware” software (“Third Party Components”). Certain Third Party Components may be subject to separate license terms that accompany such Third Party Components, which we will post and update on the Sites from time to time, or are made available to you by such third parties. You agree, as a continuing condition for your use of the Services, to abide by all license terms and conditions of all Third Party Components comprised in any Services as from time to time notified on the Sites. To the extent they conflict with the terms of the Terms, they shall supersede the provisions of the Terms.

PROVISION OF SERVICES

2.1.

To access the Service, you must first log in using a supported third-party account (such as Google) and submit required information through our online application form. We will review your submission, and only upon our written or electronic confirmation will you be granted access to the Service as an “Approved User”. Only Approved Users may access or use the Service under these Terms.

2.2.

We shall, in our sole discretion, determine the Users which are eligible to a trial, and are not obligated to provide reasons for our decision. Further, we reserve the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) to Users, or subject to other conditions that we may impose in our discretion.

2.3.

Without prejudice to Clause2.1, you understand and agree that the number of uses of the Services, the size of data generated therefrom and/or the duration of your use of the Services shall not exceed the limits specified by us, and that you shall not be able to access or use the Services when you have reached the applicable limits.

2.4.

No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Services or features and functions thereof will be available for Users. We may in our sole discretion limit, deny or create different levels of access to and use of any Services (or any features within the Services) with respect to different Users.

2.5.

We may launch, change, upgrade, impose conditions to, suspend, or stop the offering of any Services (or any features within the Services) without prior notice. All new features, functionalities, applications, conditions, modifications, upgrades and alterations to the Services shall be governed by the Terms, unless otherwise stated by us.

2.6.

In consideration for your acceptance of the Terms, we grant each Approved User a limited, revocable, non-exclusive, non-sublicensable, non-assignable and non-transferable license to access and use the Services solely for the purposes of internal testing, research and evaluation.

2.7.

You acknowledge that some of the Services may be provided to you with the use of generative AI, where you may be asked to post, upload, input, display, submit or provide to us any logos, trademarks, service marks, brands, description, audio file, video file, document image, text, or any other information, content or material on the Sites (“User Content”), which will be, among other things, used by us to generate an output, such as an image, text, text effects, vector graphic file, audio file or video file (“Output”). The generative AI features, User Content and Output must be used in accordance with the Terms.

THIRD PARTY SITES AND INFORMATION PROVIDED ON OR THROUGH THE SITES AND THE SERVICES

3.1.

We may allow Users to access to content, products or services offered by third parties (which, for the avoidance of doubt, includes our affiliates and any other third parties) through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such other parties' web or mobile sites or mobile applications (the “Third Party Sites”). You are cautioned to read such Third Party Sites’ terms and conditions and/or privacy policies before accessing such Third Party Sites. You acknowledge, understand and agree that we have no control over such Third Party Sites, do not monitor such Third Party Sites, and shall not be responsible or liable to anyone for such Third Party Sites, or any content, products or services made available on or through such Third Party Sites, or for any loss or damage you have incurred or sustained from your access to and use of such Third Party Sites (including without limitation purchases of products or services therefrom) (regardless of whether or not such purchase is based on the information provided on or through the Sites and/or the Services).

USERS GENERALLY

4.1.

As a condition of your access to and use of the Services, you agree that:

4.1.1.

you will comply with all applicable laws and regulations (including without limitation, any applicable data protection, import, re-import, export, strategic goods control, and re-export control laws, including any applicable license requirements, and international or country-specific sanctions programs) when accessing or using the Services;

4.1.2.

you will not use the Services for the purposes of operating a business that competes with us; and

4.1.3.

you will not take any action to gain or attempt to gain unauthorized access to the Sites, or the Services.

4.2.

You agree not to undertake any action to undermine the integrity of the computer systems or networks of us and/or any other User nor to gain unauthorized access to such computer systems or networks.

USER ACCOUNTS

5.1.

User must be registered on the Sites and complete any assessment or onboarding procedures as required by us. Only upon successful completion of our review and approval process (becoming an Approved User) may a user access or use the Services. Except with our approval, one User may only register one account on the Sites. We may cancel or terminate a User’s account and the Terms if we have reasons to suspect that the User has concurrently registered or is in control of two or more accounts. Further, we may reject User’s application for registration for any reason.

5.2.

A set of account/user ID and password is unique to a single account. Each User shall be solely responsible for maintaining the confidentiality and security of your account/user ID and password and for all use of and activities that occur under your account (whether such use or activities are authorized or not). No User may share, assign, or permit the use of your account, ID or password by another person. You agree to notify us immediately if you become aware of any unauthorized use of your password or your account or any other breach of security of your account.

5.3.

You agree that all use of the Sites and Services, and all activities that occur under your account will be deemed to have been authorized by you. You further agree that we shall not be liable to you or any third party, for any loss or damages arising from unauthorized use of your account.

5.4.

You acknowledge, understand and agree that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, “Multiple Use”), may cause irreparable harm to us or other users of the Sites. You shall indemnify us, our affiliates, directors, officers, employees, agents and representatives of us and our affiliates, and anyone acting on our behalf, against any loss or damages (including but not limited to loss of profits) suffered as a result of the Multiple Use of your account. You also agree that in case of the Multiple Use of your account or your failure to maintain the security of your account, we shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate your account and terminate the Terms and/or Specific Terms without liability to you.

USERS’ RESPONSIBILITIES

6.1.

You represent, warrant and agree that (a) you have full power and authority to accept the Terms, to grant the license and authorization (where needed) and to perform the obligations hereunder; and (b) your access to and use of the Sites and Services will be solely for the purposes of internal testing, research, and evaluation, and strictly not for any commercial use.

6.2.

You may be required to provide information or material about your entity, business or products/services to us as part of your access to and use of any Service or the User account. You represent, warrant and agree that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Services is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

6.3.

BY USING THE SITES, YOU WARRANT THAT YOU HAVE OBTAINED ALL RELEVANT CONSENTS AND PERMISSIONS TO PROVIDE US WITH ANY PERSONAL INFORMATION YOU INPUT INTO THE SITES.

6.4.

You represent, warrant and agree that you shall be solely responsible for the User Content, including ensuring that it does not violate any applicable law or these Terms, and that you have all rights, licenses, and permissions needed to provide User Content to our Services.

6.5.

You further represent, warrant and agree that you shall be solely responsible for the creation and use of the Output, including to conduct necessary assessment and screening to ensure that the creation and use of the Output will not violate any applicable laws and regulations or any rights of a third party.

6.6.

You further represent, warrant and agree that you shall/are:

6.6.1.

carry on your activities on the Sites in compliance with any applicable laws and regulations;

6.6.2.

carry on your activities in accordance with the Terms and any applicable Specific Terms;

6.6.3.

not use the Services or Sites to defraud any person or entity (including without limitation use of stolen credit/debit cards);

6.6.4.

not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;

6.6.5.

not engage in spamming or phishing;

6.6.6.

not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;

6.6.7.

not involve attempts to copy, reproduce, exploit or expropriate our various proprietary directories, databases and listings;

6.6.8.

not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;

6.6.9.

not involve any scheme to undermine the integrity of the data, systems or networks used by us and/or any user of the Sites or gain unauthorized access to such data, systems or networks;

6.6.10.

not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons, entities orjurisdictions that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and

6.6.11.

not engage in any activities that would otherwise create any liability for us or our affiliates; and

6.6.12.

not use the Sites, Services or user account to engage in activities which are identical or similar to our business.

6.7.

You agree to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for our provision of the Services, evaluating whether you have breached the Terms. If your failure to do so results in delay in, or suspension or termination of, the provision of any Services, we shall not be obliged to extend the relevant service period nor be liable for any loss or damages arising out of or in connection with such delay, suspension or termination.

6.8.

You acknowledge, understand and agree that we reserve the right to, but shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Services or Sites. We do not endorse, verify or otherwise certify the contents of any comments or other material or information (including User Content) created, submitted, posted, displayed or otherwise made byany User. You are solely responsible for the contents of your communications and may be held legally liable or accountable for the content of your comments or other material or information.

6.9.

You acknowledge, understand and agree that you are solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all access and use of the Sites and Services are in compliance with the same.

BREACHES BY USERS

7.1.

We reserve the right in our sole discretion to remove, modify or reject any User Content (in whole or in part) that you submit to, post or display on the Sites or any Output generated by our Services which we reasonably believe (i) violates any applicable laws and regulations, (ii) violates the Terms hereunder, (iii) could subject us or our affiliates to liability, (iv) infringes any Third Party Rights, (v) could harm the interests of our users, third party or us or our affiliates, or (vi) is otherwise found inappropriate in our sole discretion. For the avoidance of doubt, failure by us to remove, modify or reject any User Content does not mean that we have approved, confirmed or otherwise affirmed the lawfulness and/or appropriateness of such User Content.

7.2.

If you breach any Terms, or if we have reasonable grounds to believe that you are in breach of any Terms, we shall have the right to take such disciplinary actions as we deem appropriate, including without limitation: (i) suspending or terminating your account and any and all accounts determined to be related to such account by us, and terminate the Terms in our sole discretion without liability for any losses or damages arising out of or in connection with such suspension or termination; (ii) restricting, downgrading, suspending or terminating the access to, or current or future use of any Services and/or the Sites; (iii) removing any User Content that you have submitted, posted or displayed, or imposing restrictions on the User Content that you may post or display; (iv) imposing other restrictions on your use of any features or functions of any Services and/or the Sites as we may consider appropriate in our sole discretion; and (v) any other corrective actions, discipline or penalties as we may deem necessary or appropriate in our sole discretion.

SERVICE FEES

8.1.

You understand and agree that we currently provides the Services to Approved User free of charge. You do not need to pay any fees for Services under this Terms, unless otherwise specified for a specific product or service. For services provided free of charge, we reserves the right to introduce fees in the future. In such cases, we will notify you in advance via an announcement on its website or through internal messages.

DISCLAIMERS AND LIMITATION OF LIABILITY

9.1.

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND UNLESS EXPRESSLY PROVIDED PURSUANT THE TERMS, THE SERVICES AND OUTPUT PROVIDED BY US ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS”, AND WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, (I) ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, ADEQUACY, COMPLETENESS, VALIDITY, AVAILABILITY, FUNCTIONALITY, CORRECTNESS, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) ANY WARRANTIES THAT THE SERVICES AND OUTPUT WILL MEET YOUR EXPECTATION OR REQUIREMENTS, OR (III) ANY WARRANTIES THAT THE SERVICES AND OUTPUT ARE TIMELY, UNINTERRUPTED, ACCURATE, CORRECT, SECURE, COMPLETE, RELIABLE, ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, FREE FROM DEFCTS OR MALFUNCTIONS. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED. YOUR USE OF THE SERVICES AND OUTPUT IS MADE, AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICES IS DONE, AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BEAR ALL THE LOSSES ARISING THEREFROM.

9.2.

Each User is solely responsible for any damage to its own or to our computer system(s) or any loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from us or through or from the Sites shall create any warranty not expressly stated herein.

9.3.

The Sites may make available to User services or products provided by independent third parties. No warranty or representation is made with regard to such services or products. In no event shall us or our affiliates be held liable for any such services or products.

9.4.

Each User hereby agrees to indemnify and hold us, our affiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from, directly or indirectly:

9.4.1.

such User's access to, or use or misuse of the Sites or Services;

9.4.2.

your breach of any of the representations and warranties hereunder and the terms and conditions of the Terms, and any applicable laws and regulations.

9.5.

Each User hereby further agrees to indemnify and hold us, our affiliates, directors, officers,employees, agents or representatives of us and our affiliates, and anyone acting on our behalf harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to the User Content, information and/or products offered or displayed on the Sites. Each User hereby further agrees that we are not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with each User. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with us in asserting any available defenses.

9.6.

We shall not be liable for any special, direct, indirect, punitive, incidental or consequential losses or damages, or any losses or damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other losses or damages resulting from any of the following:

9.6.1.

the use or the inability to use the Sites or Services;

9.6.2.

any errors or omissions in any information provided on or through the Sites or the Services;

9.6.3.

your error such as forgotten or lost passwords;

9.6.4.

the failure, upgrade, delay, error, shut-down or maintenance of our server;

9.6.5.

any defect in data, information or services purchased or obtained from a user or any other third partythrough the Sites or Services;

9.6.6.

violation of Third Party Rights or claims or demands that User's purchase and/or use of products or services offered or displayed on or through the Sites and the Services may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;

9.6.7.

unauthorized access or activities by third parties, including but not limited to unauthorized access to, the Sites, or to the data or private information of any user, the use of viruses, Trojans, or other malicious or destructive devices or codes, phishing or other means of attack against any network, accounts, the Sites, or the Services;

9.6.8.

statements or conduct of any user of the Sites or Services;

9.6.9.

non-performance, defective performance by, availability or unavailability of, any third party service providers, sites and platforms;

9.6.10.

any matters relating to the Sites or Services, however arising, including negligence; or

9.6.11.

other exemptions and disclaimers referred to in the Terms.

9.7.

Notwithstanding any of the foregoing provisions, the aggregate liability of us, ouraffiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf with respect to each User for all claims arising from the access to or use of the Sites or Services during any calendar year shall be limited to the greater of (a) the amount of fees you have paid to us in exchange for the access to or use of the Sites or Services during the calendar year and (b) 100 Singapore Dollars. The preceding sentence shall not preclude the requirement by you to prove actual damages.

9.8.

The limitations and exclusions of liability to you under the Terms shall apply to the maximum extentpermitted by law and shall apply whether or not we have been advised of or should have been aware of the possibility of any such losses arising.

10.

FORCE MAJEURE

10.1.

We shall not be liable for or required to pay compensation of any nature whatsoever for any loss arising from the unavailability, inconvenience or failures of the Services or systems due to the following reasons:

10.1.1.

system shut-down for maintenance;

10.1.2.

inability to transmit data due to failures in communications terminals or telecommunications equipment;

10.1.3.

systems failure and inability to perform its functions due to force majeure events including but not limited to typhoons, earthquakes, tsunamis, floods, power failure, fires, storms, war, political unrest, labour strikes, shortage of labor or materials, riots, insurrections, civil disturbances, terrorist attack, explosions, acts of God, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties; or

10.1.4.

suspension or delay of services or systems failure due to reasons beyond the reasonable control of us such as hacker or cyber attacks, technical adjustments or failure of the telecommunications department, website upgrades, third party problems or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

11.

INTELLECTUAL PROPERTY RIGHTS

11.1.

We are the sole owner or lawful licensee of all the rights and interests in the Services. The Services embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Services shall remain with us, our affiliates or licensors, as the case may be. All rights not otherwise claimed under the Terms or by us are hereby reserved.

11.2.

If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. You agree that, upon provision of such Feedback, you shall assign to us, and shall cause your employees, contractors, and agents to assign, all rights, title, and interests in, or grant us a non-exclusive, fully-paid, irrevocable, royalty-free, worldwide and sub-licensable license, to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback. Such Feedback shall be used by us for any purposes in our sole discretion, although we are not obliged to use any Feedback.

11.3.

You must not infringe our copyright, trademark and other proprietary rights. The intellectual property rights to the Sites’ marks, words and graphics such as "Aidge" or “Pixelle” and combinations thereof, as well as to logos, names, marks and technical documentation of the Services are owned by us and our affiliates. Unauthorized reproduction, modification, use or distribution of such marks, text, graphics and related materials is strictly prohibited.

11.4.

All rights, title and interest to the Output generated from your User Content pursuant to Clause2.7 of these Terms of Service shall belong to you. We hereby assign to you all our rights, title and interest, if any, in and to the Output.

12.

NOTICES

12.1.

All legal notices or demands to or upon us shall be made in writing and sent to us personally, by courier or certified mail to the following entity and address: Neuralnetics Pte. Ltd., 51 Bras Basah Road, #01-21 Lazada One, Singapore, 189554. The notices shall be effective when they are received by us in the above-mentioned manner.

12.2.

All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to us, or by posting such notice or demand on an area of the Sites that is publicly accessible without a charge. Notice to a User shall be deemed to be received by such User if and when:

12.2.1.

we are able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or

12.2.2.

immediately upon us posting such notice on an area of the Sites that is publicly accessible without charge.

12.3.

You agree that all agreements, notices, demands, disclosures and other communications that we send to you electronically will satisfy any legal requirement that such communication should be in writing.

13.

TERM ANDTERMINATION

13.1.

The Terms shall become effective and binding on you when you click an “I Accept” button,check the box presented with these Terms of Service, or when you use the Services directly or indirectly, whichever is earlier, and will remain in effect until terminated by you or us in accordance with this Clause13 such that you shall not access or use the Services thereafter.

13.2.

You may terminate the Terms at any time for any reason by providing us written notice (in which case we may cause the user ID and password in relation to your account to cease to be recognized by our system). We may terminate the Terms by giving you 30 days’ advance notice.

13.3.

Notwithstanding the foregoing provisions, we shall have sole discretion to terminate the Terms without prior notice to you, and you shall not access or use any or all of the Services, if you breach, or we have reasonable grounds to believe that you are in breach of, any of the provisions of the Terms;

13.4.

We may suspend or terminate your access to or use of any Services at any time and for any reason. We may at any time cease providing any or all of any Services in our sole discretion and without notice. Services also may be unavailable and/or their performance may be negatively affected by scheduled and unscheduled maintenance.

13.5.

Notwithstanding anything to the contrary in the Agreement, after the conclusion of your participation in use of a Services for any reason, (a) you will not have any further right to access or use the applicable Services; and (b) your content and/or data used in the applicable Services may be deleted or inaccessible.

13.6.

Upon termination of the Terms, all rights and obligations of the Parties under these Terms of Service will be extinguished, except that Clauses 5.4, 6.3, 9, 10, 11 and 14 survive termination.

14.

GOVERNING LAW AND ARBITRATION AGREEMENT

14.1.

The Terms (including the arbitration agreement contained in Clause 14 herein) and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of Singapore.

14.2.

ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN YOU AND US, OR THOSE ARISING OUT OF OR RELATING TO THESE TERMS, OR THE INTERPRETATION, BREACH, TERMINATION OR VALIDITY HEREOF, OR ANY DISPUTE REGARDING NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR RELATING TO THESE TERMS SHALL FIRST BE SUBJECT TO RESOLUTION THROUGH AMICABLE CONSULTATION BETWEEN YOU AND US. SUCH CONSULTATION SHALL BEGIN WITHIN SEVEN (7) DAYS AFTER ONE PARTY HERETO HAS DELIVERED TO THE OTHER PARTY A WRITTEN REQUEST FOR SUCH CONSULTATION. EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW, IF, WITHIN THIRTY (30) DAYS FOLLOWING THE COMMENCEMENT OF SUCH CONSULTATION, THE DISPUTE CANNOT BE RESOLVED, AT ANY TIME FOLLOWING SUCH THIRTY (30) DAY PERIOD UPON THE REQUEST OF ANY PARTY WITH NOTICE TO THE OTHER PARTY, THE DISPUTE SHALL BE REFERRED TO AND FINALLY RESOLVED BY ARBITRATION ADMINISTERED BY THE HONG KONG INTERNATIONAL ARBITRATION CENTRE (HKIAC) UNDER THE HKIAC ADMINISTERED ARBITRATION RULES IN FORCE WHEN THE NOTICE OF ARBITRATION IS SUBMITTED.

14.3.

IF ANY DISPUTE IS SUBMITTED TO THE HKIAC FOR ARBITRATION, THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR.THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH IN HONG KONG.THE AWARD OF THE HKIAC ARBITRATION TRIBUNAL SHALL BE FINAL AND BINDING UPON ALL RELEVANT PARTIES, AND THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.ANY PARTY TO THE DISPUTE MAY APPLY TO A COURT OF COMPETENT JURISDICTION FOR ENFORCEMENT OF SUCH AWARD.

14.4.

If you initiate any legal proceedings against us or our affiliates in breach of this Clause 14, including any legal proceedings disputing our determination which has become binding on you according to this Clause 14, you shall hold us and our affiliates, directors, officers, employees, agents or representatives of us and our affiliates, and anyone acting on our behalf, harmless and indemnified against any claim, losses, damages that may be suffered by us.

14.5.

Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

14.6.

In any event, you may not make or commence any claim against us or our affiliates under these terms after one (1) year from the occurrence of the matter giving rise to the claim. FOR THE AVOIDANCE OF DOUBT, THIS ONE (1) YEAR LIMITATION PERIOD INCLUDES THE TIME PERIOD FOR AMICABLE CONSULTATION AS REFERRED TO IN CLAUSE 14.2.

15.

GENERAL PROVISIONS

15.1.

The Terms constitute the entire agreement between you and us with respect to and govern your use of the Sites and Services, superseding any prior written or oral agreements in relation to the same subject matter herein.

15.2.

We and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.

15.3.

If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

15.4.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause. The words “include”, “includes”, “including” and similar terms used in the Terms shall be construed as if followed by the words "without limitation".

15.5.

Our failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of our right to act with respect to subsequent or similar breaches.

15.6.

We shall have the right to assign and/or novate any part or all of the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any of our affiliates). We may by written notice to you (which may be posted on the Sites) require such novation of the Terms or any part thereof, and you hereby irrevocably agree and consent to any such novation, whereupon we shall be released and discharged from all of our obligations under these Terms, as well as all claims, actions and demands arising under these Terms up to the time of such novation. You may not assign, in whole or part, the Terms to any person or entity.

15.7.

Other than our affiliates, you agree and acknowledge that no person who is not a party to the Terms shall have any right to enforce any of the provisions in the Terms.

15.8.

If you have any comments or questions on the Services we provide to you, you may contact us by email: pixelle.ai@hotmail.com.