Picxy Digital Services Private Limited, having its registered office at Flat.no. 401, KLK Heights, Opp. ICICI Bank, Mangalagiri, Amaravati, Andhra Pradesh, India ("PICXY") owns and operates Website (defined in Terms of Service) and the App (defined in Terms of Service) to provide photographers, videographers, drone photographers, VR content creators, vector artists, illustrators, etc. ("Contributor") with a platform to show case, display and market digital copies of their photographs, videos, illustrations, or other related contents ("Contributor Content") to other persons or entities ("Licensees") desiring to acquire rights in such Contributor Content.
YOU SHOULD ENTER INTO THIS AGREEMENT IF YOU ARE A CONTRIBUTOR AND INTEND TO UPLOAD AND LICENSE OF ANY CONTRIBUTOR CONTENT ON THE PLATFORM OR USING THE PLATFORM OR ANY SERVICES PROVIDED THEREIN. BY CONFIRMING YOUR ACCEPTANCE OF THIS AGREEMENT, A LEGAL BINDING AGREEMENT SHALL BE CREATED BETWEEN YOU AND PICXY.
If You intend to store, display and license your Contributor Content on the Platform, You will need to register as a Contributor by completing a registration form available at the Platform to provide PICXY with Your certain valid and true contact and personal information, as well as, a valid banking and other financial account details ("Subscription Information"). You hereby represent and warrant that all of Your Subscription Information is true and complete, and that you will update Your Subscription Information regularly to keep it true and complete.
Rights of Contributor
As a Contributor, You will be entitled to upload Your Contributor Content on the Platform, showcase them to public. As a Contributor, You may elect to offer your Contributor Content, as may be permitted by PICXY, for licensing to Licensees ("Licensed Content").
For license of Licensed Content to Licensee, You will to have to select the category of licenses (provided on the Platform) listing out the rights being offered in respect of each Licensed Content. You understand that the price for the content will be decided by PICXY.
You understands that PICXY offers a market place wide Platform where public can search any Contributor Content and purchase license for the Licensed Content without any prior request from You. You hereby agree and understand that all the Licensed Content shall be licensed to the Licensee as per the License Agreement and that You will be bound by the License Agreement between You and the Licensee in respect of the Licensed Content.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT ANY TRANSACTION MADE OVER THE PLATFORM WILL BE BETWEEN YOU AND THE APPLICABLE LICENSEE AND THEREFORE PICXY WILL NOT BE A PARTY TO ANY SUCH TRANSACTION. YOU HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS PICXY AGAINST ANY CLAIM OR LOSS ASSOCIATED WITH ANY TRANSACTION RELATING TO YOUR LICENSED CONTENT.
Payments and Consideration
In order to license Your Licensed Content to Licensee or participate in any contest through Platform, you will need to obtain a merchant account from one of the billing services supported by the Platform (each "Billing Service"). The Billing Services supported by the Platform may be changed from time to time at the sole discretion of PICXY, upon prior notice to You. The Contributor outside India is required to have the Billing Service from Paypal for licensing of Licensed Content to the Licensee.
If You elect to license Your Licensed Content to Licensee through the Platform, You agree to pay PICXY for transactions that are consummated through the Platform, a percentage of the total value decided by Picxy of the completed sales that are initiated through the Platform (“PICXY Service Fee”). For each successful transaction, PICXY shall credit accredit Your account with a revenue of remaining percentage of 100% of the value of completed sales (“Contributor Consideration”).
For Contributor outside India:
- The consideration payable to the Contributor originating from a sale closing in the territory of INDIA, the Contributor Consideration shall be paid to the Contributor within ten working days from the date of receiving the request of disbursement subject to the Paypal policy;
- The consideration payable to the Contributor originating from a sale closing in any territory other than INDIA, the Contributor Consideration shall be disbursed as per PayPal policy;
For Contributor residing in India, the Contributor Consideration shall be paid to the Contributor within 15 working days from the date of receiving the request of disbursement, by NEFT/RTGS to the registered bank account of the Contributor, provided a Contributor’s total accumulated Contributor Consideration at the time of disbursement is more than the amount defined by PICXY.
In the event of termination of the Your account, Your accumulated Contributor Consideration shall be paid to You by PICXY after 120 days from the day of termination of Your account.
The payment of Contributor Consideration to You will be net of any amounts owned by You to PICXY under this Agreement or otherwise. PICXY shall have the right to set off against any amount owned by You on account of any threatened claim relating to any matter or any breach of warranty, indemnity and terms and conditions under this Agreement. If PICXY makes any overpayment of the Contributor Consideration or other compensation to You for any reason, PICXY shall have the right to deduct the amount of such overpayment from Your account from Your accrued Contributor Consideration or to demand the immediate repayment of such overpaid fees or other compensation.
Intellectual Property Rights
Contributor’s Intellectual Property
All rights, including title and copyright, in and to the Contributor Content (including the Licensed Content), shall be retained by the Contributor, and no title or copyright is transferred or granted in any way to PICXY or any third party, except as provided in this Agreement and the Terms of Service.
You shall not upload and display on the Platform any Contributor Content or license any Licensed Content that infringes on any copyright, trademark, patent, and trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right.
PICXY’s Intellectual Property
You hereby grant and agree to grant PICXY, its parent, subsidiary, affiliates and service provider a non-exclusive, royalty-free, fully paid up, without charge, worldwide right and license to use, reproduce, modify, display, perform, and create derivative works of the Contributor Content (which includes the Licensed Content) without prior consent from You, solely in connection with PICXY's business operation, marketing and promotion of the Platform, with the right to make available the Licensed Content for their license to the Licensee as per the terms of License Agreement and for the purpose expressly listed out in this Agreement. You also grant PICXY the right to alter the Contributor Content (including the Licensed Content), including cropping, manipulation, combining and creation of derivative images. You also undertake to waive all moral rights in respect of use of the Contributor Content and the Licensed Content pursuant to this Agreement by PICXY.
Nothing contained herein grants or shall be construed to grant You any rights to use any of PICXY’s, its affiliates, parent, subsidiary and associated companies trademarks, logos, service marks, trade names, internet domain names, or other indications of origin (collectively referred to as "Marks"). You acknowledge and agree that (a) Marks are and shall remain the sole property of PICXY or its affiliates and associated companies, as the case may be; (b) nothing in this Agreement shall confer upon You any right of ownership in the Marks; (c) You shall not use, register, or assist others in using or registering any trademarks, trade names, logos, internet domain names, or any mark or name confusingly similar to Marks without PICXY’s prior written consent and (d) You shall not now or in the future contest the validity of Marks nor oppose or assist others in opposing any registration of any Marks. All goodwill accruing to PICXY’s trademarks or Marks under this Agreement shall belong to PICXY.
The look and feel of PICXY’s Platform, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark and copyright of PICXY and may not be copied, imitated or used, in whole or in part, without the prior written consent of PICXY.
Promotions By PICXY
Contributors shall have no objections to PICXY promoting at its sole discretion the Contributors name, profile details, photographs and works unconditionally, for promotional activities worldwide in any media including social media, at any time without notice to Contributors.
You shall not upload any Contributor Content and the Licensed Content, which
- Is libellous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, sacrilegious, fraudulent or otherwise objectionable;
- Is intended towards unlawful multi-level marketing, such as a pyramid scheme;
- Would constitute, encourage a criminal offence, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- May infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party.
- Impersonates any person or entity or otherwise misrepresents Your affiliation with a person or entity;
- Contains private and sensitive information of any third party, including, without limitation, addresses, phone numbers, email addresses, social security numbers and credit card numbers;
- Contains viruses, corrupted data or other harmful, disruptive or destructive files; and
- in the sole judgement of PICXY, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform or services provided on the Platform, or which adversely affects the availability of its resources to other users, or which may expose PICXY or its users to any harm or liability of any type.
You shall not use the Platform for any activity or in a manner or for the purpose which is prohibited as per the Terms of Service.
You may remove any Content from your account at any time, or terminate your account on 90 days prior notice to PICXY.
Upon termination or suspension of your account, PICXY may in its sole discretion prohibit You with immediate effect, to display any Contributor Content or license any Licensed Content to Licensee.
In the event of termination of your account or deletion of any Contributor Content (Including Licensed Content), PICXY shall retain a copy of all the Contributor Content uploaded by You for its records, which PICXY shall not use, display or license, except as per this Agreement.
Notwithstanding anything contained above, the termination or suspension of Your account or deletion of any Licensed Content by You, shall not affect the right of Licensee in respect of Licensed Content. You hereby understand and agree that all the Licensed Content shall be available to Licensee for download for a period of 90 days from the date of license of the Licensed Content (“Download Period”), and notwithstanding the termination or suspension of your Account or deletion of you Licensed Content, all the Licensed Content may be made available by PICXY to the License during the Download Period.
PICXY will use reasonable efforts to ensure that the Platform is available 24 hours a day 7 days a week. However, from time to time PICXY may be required to clean the Platform of images and other content to maintain the operation of the Platform, during which time PICXY may remove any Contributor Content and the Licensed Content from the Platform in its sole discretion. Additionally, there will be occasions when the service available on the Platform will be interrupted for maintenance, upgrades and/or emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by PICXY to minimize such disruption where it is within PICXY's reasonable control. YOU AGREE THAT PICXY WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE PLATFORM OR ITS SERVICE(S). PICXY makes no claim that the Platform may be lawfully viewed.
Representations and Warranties
You hereby represent and warrant that (i) You have the legal capacity and authority to enter into this Agreement and to fully perform all the obligations under the Agreement; and (ii) the Subscription Information are true and shall always remain updated.
You agree to indemnify, defend and hold PICXY, its parent, its affiliates, associated companies, and their respective directors, officers, employees, shareholders, agents and service providers harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorney fees and disbursements) in connection with (i) arising out of any breach or claimed breach of any of Your representations and warranties or any of Your obligations pursuant to these terms and conditions; (ii) any use or alleged use of the Platform under Your account by any person, whether or not authorized by you; (iii) resulting from any communication made or Contributor Content or the Licensed Content uploaded by You or through Your account; (iv) any claim or threatened claim by Licensee against PICXY its parent, its affiliates, associated companies, and their respective directors, officers, employees, shareholders, agents and service providers in respect of your Contributor or Licensed Content; (v) any breach of you of this Agreement.
THIS PLATFORM IS PROVIDED “AS IS” AND PICXY, ITS DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES EXCLUDE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
YOU AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES PROVIDED THROUGH THE PLATFORM SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PICXY, ITS OFFICERS, DIRECTORS, ASSOCIATES, EMPLOYEES, AGENTS AND SERVICE PROVIDER EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND SERVICES PROVIDED THROUGH THE PLATFORM.
TO THE FULLEST EXTENT PERMITTED BY LAW, PICXY EXCLUDES ALL WARRANTIES, CONDITIONS, TERMS OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORM AND SERVICES PROVIDED THROUGH PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE PLATFORM, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO THE PLATFORM OR USE OF ANY CONTENT AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION OF SERVICES TO OR FROM OUR PLATFORM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY SERVICES PROVIDED THROUGH PLATFORM OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE PLATFORM OR ANY SERVICES THEREOF. PICXY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PLATFORM OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PICXY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THE LICENSEE OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH THEPLATFORM, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL PICXY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LOSSES OR EXPENSES OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF PLATFORM, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR OR YOUR LICENSEE’S ACCESS TO AND USE OF THE PLATFORM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR PLATFORM AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR PLATFORM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PLATFORM BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR SERVICES PROVIDED THROUGH PLATFORM FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY SERVICES PROVIDED THROUGH PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PICXY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE UNDERSTAND THAT, IN SOME JURISDICTIONS, WARRANTIES, DISCLAIMERS AND CONDITIONS MAY APPLY THAT CANNOT BE LEGALLY EXCLUDED, IF THAT IS TRUE IN YOUR JURISDICTION, THEN TO THE EXTENT PERMITTED BY LAW, PICXY LIMITS ITS LIABILITY FOR ANY CLAIMS UNDER THOSE WARRANTIES OR CONDITIONS TO EITHER SUPPLYING YOU THE SERVICES AGAIN (OR THE COST OF SUPPLYING YOU THE SERVICES AGAIN).
YOU SPECIFICALLY ACKNOWLEDGE THAT PICXY SHALL NOT BE LIABLE FOR ANY CONTENT AVAILABLE ON THE PLATFORM OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PICXY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF THE PLATFORM EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO PICXY FOR ACCESS TO OR USE OF THE PLATFORM OR THE SERVICE PROVIDED THEREOF.
The Platform is controlled and offered by PICXY from its facilities in India. PICXY makes no representations that the Platform and the services provided through Platform is appropriate or available for use in other locations. Those who access or use the Platform from other jurisdictions do so at their own volition and are responsible for compliance with local law.
Ability to Accept the Agreement
You affirm that You are more than 18 years of age and competent to enter into the Agreement, and to abide by and comply with the Agreement. You acknowledge that PICXY has given You a reasonable opportunity to review these Agreement and that You have agreed to them.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by PICXY without restriction.
Applicable Law and Jurisdiction
This Agreement, its validity and effect, shall be interpreted under and governed by the laws of India and any dispute relating in any way to Your use of the Platform or services provided through Platform shall be subject to the exclusive jurisdiction of the courts at Vijayawada only and You consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. PICXY shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against You in the event that, in the opinion of PICXY, such action is necessary or desirable.
Other Remedies. You agree that any breach of this Agreement by You or Your representatives would cause PICXY irreparable harm, injury, loss and damage. Accordingly, in addition to any other remedies Company may have at law or in equity, PICXY shall be entitled to injunctive and other equitable relief in the event of any such breach of this Agreement by You or Your representatives.
Waiver. Any waiver of any provision of these Agreement will be effective only if in writing and signed by the Company.
Severability. If one or more of the provisions contained in this Agreement is found to be invalid, illegal or enforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. Such provisions shall be revised only to the extent necessary to make them enforceable.
Survival. The provisions related to Intellectual Property, Representation and Warranties, Warranties Disclaimer, Limitation of Liability, Indemnification, Governing Laws and Jurisdiction shall survive the termination or expiry of Your account or these Agreement.
Notice. Any notice provided for in the Agreement shall be provided in writing and shall be deemed to have been duly given - (i) when delivered, if sent by hand delivery; or (ii) on receipt by the addressee, if mailed by registered post acknowledgment due or return receipt requested or by an internationally recognized courier service. Notices shall be properly addressed to the Parties at their respective addresses specified in the Agreement or provided by Contributor in the Subscription Information or to such other address as either Party may later specify by notice to the other.