CleanPix Corporation ("CleanPix®") Terms Of Service Agreement
PLEASE READ THIS AGREEMENT CAREFULLY AND SAVE IT. IF YOU DO NOT AGREE WITH THE TERMS, YOU SHOULD LEAVE THE CleanPix® WEBSITE AND DISCONTINUE USE OF THE CleanPix® SERVICES IMMEDIATELY. IF YOU WISH TO BECOME A MEMBER USER (referred to herein as the “Owner”, “You” or “Your”), OPEN AN ACCOUNT AND MAKE ACTIVE USE OF THE CleanPix® DIGITAL ASSET MANAGEMENT SERVICES. YOU MUST READ THE TERMS OF SERVICE OF THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE DURING THE REGISTRATION PROCESS. UPON YOUR ACCEPTING THESE TERMS OF SERVICE, A BINDING LEGAL AGREEMENT BEGINS BETWEEN CleanPix® AND YOU.
1. Acceptance of these “Terms Of Service” Agreement
CleanPix Corporation provides the CleanPix® Digital Media Management Services (the “Services”) described below to You subject to the following Terms Of Service. By accessing and using and registering an account on a website operated by CleanPix® (such as CleanPix.com), You accept these Terms Of Service and agree to be legally bound by these Terms Of Service. You are representing that You are either the Owner, or have a valid and subsisting license, for the content being hosted by CleanPix® and have the authority to legally obligate the company/organization You represent and named in the register of account.
2. Service Description
CleanPix Corporation provides a secure hosted Digital Media Management Service available through websites registered to CleanPix Corporation (such as CleanPix.com) as a Software as a Service (SaaS), named CleanPix® and referred to herein as the “Service” or “CleanPix® Service”. The CleanPix® Service is designed for professional users in the context of B-to-B (business to business) transactions. The usage is designed to assist companies, business professionals and organizations to foster the promotion, (PR) public relations, brand awareness and effective marketing dissemination of the Content You chose to have CleanPix® host.
The CleanPix® Service is a proprietary application owned by CleanPix®. The CleanPix® Web application is used for the online hosting, storing, metadata, reproduction, editing and delivery of Your Content.
Storage or bandwidth limits are applied to Content, according to account levels, further described in the pricing policy.
The CleanPix® Service identifies You, by the email and password You provided during registration phase. After successful login, all actions are deemed to be taken by You.
(a) The guarantee of confidentiality of the email and password used to login with the CleanPix® Service is the sole responsibility of You.
(b) In the event of loss of the password by You, the CleanPix® Service may send a password recovery message to the email You provided during registration. The assurance that only You may read or have access to this message is the sole responsibility of You.
(c) The CleanPix® Service may not provide a password recovery channel other than submission of a new password to the registered email present on Your account.
5. Content Ownership
5.1 License to Reproduce
You represent and warrant that the Content published or transmitted via the CleanPix® Service is owned by You or the company You represent, or You have a valid and legal License Agreement authorizing You to publish or transmit the Content. CleanPix® may seek Your permission, for marketing purposes, to list or publish Your company name and logo and retain end-user feedback and comments.
By accepting these Terms of Service, You are issuing CleanPix® a non-exclusive, revocable, worldwide license to host, reproduce, transmit, post, make derivative copies, visual previews and the like, of Your Content for the purposes of the provision of Services under this Agreement.
The CleanPix® logo and Trade Marks are the sole property of CleanPix Corporation and are registered in Canada, USA , UK and Europe.
The use of the CleanPix® logo or website interface is limited to the sole purpose of promoting CleanPix Corporation. The CleanPix® software and website interface is owned by CleanPix Corporation. These Terms Of Service do not issue a grant nor a license to You to copy, reproduce or use any of the CleanPix® intellectual property (registered or not) unless a written agreement authorizing You to do so has been entered into.
You are solely responsible for maintaining the security of Your account and Content and You are fully responsible for all activities that occur within that account and any other actions taken in connection with the CleanPix Services. This responsibility includes and extends to Your designates, agents, contractors, and employees and all individuals that You register as a manager or person responsible for Your accounts. You agree to immediately notify CleanPix® in writing of any unauthorized use of Your account or any other breaches of security. CleanPix® cannot and will not be liable to You for any loss or damage from Your failure to comply with these security obligations. You acknowledge and agree that under no circumstances will CleanPix® be liable, in any way, for any acts or omissions by any CleanPix® user(s) or other third parties, including any damages of any kind incurred as a result of such acts or omissions. To the extent allowed by law, You agree to indemnify and hold CleanPix Corporation, and its subsidiaries, affiliates, directors, officers, employees and agents harmless from any claim or demand, including customary attorneys’ fees, made by any third party due to or arising out of Your Content, Your use of the Service, Your connection to the Service, Your violation of the Terms Of Service, and/or Your violation of any rights of a third party.
You accept sole responsibility for all of Your activities using the CleanPix® Service and Website including Your conduct on the site and any and all Content You may submit, post or share via the CleanPix® Service. You will not use the CleanPix® Service for any unauthorized or illegal purpose. You will be responsible for ensuring that You, Your staff, Your team sub-account members and the company/organization You represent do not violate any laws of Your jurisdiction including but not limited to copyright laws.
You are entirely responsible for the Content and any harm, damages, allegations of misappropriation resulting from the Content. This is the case regardless of whether the Content in question constitutes text, graphics, audio file, or any other digital files You uploaded downloaded or created on the CleanPix® Service. By authorizing CleanPix® to host Your Content , You represent and warrant, which representations and warranties CleanPix® is relying upon, that:
(a) The uploading, downloading, reproduction, presentation and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
(b) The Content is free of malware and will not upload or transmit viruses, worms or any other destructive code;
(c) You, nor your employees, agents, contractors, sub-account members, will attempt to hack, reverse engineer the CleanPix® Service, software, nor engage in any operation or behavior designed to break or thwart the security system of the CleanPix® Service;
(d) The Content is not spam, is not machine or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or to further unlawful acts (such as phishing) or mislead recipients as to the source of the Content (such as spoofing);
(e) The Content does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
(f) Your Content hosted on the CleanPix® Service will not use the CleanPix® Service as a broadcast engine to generate spam or engage in unethical marketing. The CleanPix® Service is intended as a B-to-B ( business to business) service for transaction of digital files and brand assets and not as a broadcasting service.
(g) The Content is Your sole responsibility. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SERVICE. CleanPix® is not a DIGITAL ARCHIVING service, and cannot be considered as such.
(h) You are notified the Content previews or thumbnails as it appears on the CleanPix® Service may be subject to unauthorized extraction by unauthorized third parties and that such unfortunate action is beyond CleanPix® control.
(i) The Content and the licencing of any Content You choose to host, manage or deliver on the CleanPix® Service is Your sole responsibility.
6. Advertisement right
CleanPix® is authorized (unless advised otherwise) to insert its logo, slogan (and the text “Powered by CleanPix®”) and metadata into files and Content processed, published, reproduced, downloaded and distributed by You to Your end-users through the CleanPix® Service.
7. Pricing Policy
The pricing policy defines optional paid services that add features to the CleanPix® Service. The paid services relates to different limits on:
(a) Access to CleanPix® Service features;
(b) Storage limits for data stored in the CleanPix® Service servers.
The pricing policy may change without prior notice to You. The pricing policy, as amended from time to time, is incorporated into these Terms Of Service by reference.
7.1 NOTICE OF CONTINUOUS SERVICE/AUTOMATIC RENEWAL
IN ORDER TO ENSURE THAT YOU DO NOT EXPERIENCE AN INTERRUPTION OR LOSS OF SERVICES, YOUR ACCOUNT SERVICE WILL CONTINUE FOLLOWING THE END OF THE SERVICE PERIOD BASED ON THE PREVIOUS PRICING AND BILLING PERIOD SET-UP OF YOUR ACCOUNT (AUTOMATIC RENEWAL). CONTINUED USE OF YOUR ACCOUNT FOLLOWING THE END OF THE SERVICE PERIOD CONSTITUTES AN AGREEMENT TO THE AUTOMATIC RENEWAL AND CONTINUED BILLING OF YOUR ACCOUNT. ALTERNATIVELY, YOU CAN REQUEST THAT AUTOMATIC RENEWAL BE DISABLED FOR YOUR ACCOUNT.
YOU MAY DISABLE AUTOMATIC RENEWAL OR CANCEL YOUR SUBSCRIPTION AT ANY TIME FROM SUCH SERVICES PRIOR TO THE AUTOMATIC RENEWAL WITH NOTICE OF AT LEAST ONE MONTH. IN SUCH EVENT, THE SERVICES SHALL BE DISCONTINUED UPON THE EXPIRATION OF THE RESPECTIVE PERIOD YOU HAVE PAID FOR AND YOU SHALL NOT HAVE ANY CLAIMS TOWARDS CleanPix® IN RELATION TO THE DISCONTINUATION OF THE SERVICES.
In the event You decide to DISCONTINUE Your account, we advise You to allocate the necessary time for You to remove Your Content from the CleanPix® Service as it would be deleted upon discontinuing Your account. Backing-up Your content, data and file is, at all times, Your sole responsibility.
7.2 Local or Governments Tax and levies:
CleanPix Corporation operates in a global environment. CleanPix® pays its required taxes and levies in accordance with the laws of the province of Alberta and Canada. CleanPix® Service fees are exclusive of all taxes, levies, or duties imposed by Your taxing authorities. You agree to pay any such taxes that might be applicable to Your use of the Services. The CleanPix Services are offered, accepted and performed solely in Calgary, Alberta Canada. CleanPix® and You confirm to each other these Terms Of Service do not cause a Joint Venture, partnership, employment or other business relationship to occur. This Agreement is entered into as independent contractors.
7.3 Charged Services
Some of the Services offered on the CleanPix® Service require the payment of fees (“Charged Services”). If You elect to sign up for Charged Services, You shall pay all applicable fees, as described on the Website in connection with such Charged Services selected by You.
All fees related to Your use of the Charged Services are paid either by: (a) issuing a cheque, bank draft or money order payable to CleanPix Corporation and delivering same to the CleanPix corporate office; or (b) using the automatic payment method as presented on the CleanPix® Service. If CleanPix® does not receive a request from You, through the Website or via registered mail, for Charged Services termination, You acknowledge and understand that CleanPix® will continue to charge You for the Charged Services as long as Your account remains active regardless if the Charged Services are used or not. If, at any time, You contact your bank or credit card company and decline or otherwise reject the charge of any payable fees, this act will be considered a breach of Your obligations hereunder and Your use of the Charged Services will be automatically terminated without notice. Your use of the Charged Services will not resume until You re-subscribe for any such Charged Services. Users purchasing Charged Services shall pay any and all prices and fees due for such Services. All prices and fees are non-refundable unless otherwise expressly noted, even if such Charged Services are suspended, terminated, or transferred prior to the end of the Services term. CleanPix® expressly reserves the right to change or modify its prices and fees at any time, and such changes or modifications shall be posted online at the Website and effective immediately without need for further notice to You. Any changes or modifications in prices and fees shall be effective when the Services in question come up for renewal as further described in the Terms Of Service.
7.4 Third Party Services
CleanPix® shall not have any responsibility or liability to You with regard to any third party services used by You on or through Your CleanPix® account Content, such as payment and e-commerce services. Any use of such third party services shall be at Your sole responsibility and liability. You acknowledge our providing a technical ability to link to such services (such as a “PayPal”, “Bitcoin”, “Credit Cards” button links), is offered only as part of the Services and shall not be deemed as to create any liability or responsibility for CleanPix®. The Terms of Service and Privacy Policies of all third party service providers, such as PayPal, govern Your relationship with those third party service providers.
8. Disclosures and Notices
You agree that CleanPix can provide disclosures and notices regarding the Service to you by posting such disclosures and notices on our website, emailing them to the email address listed in your CleanPix account, or mailing them to the address listed in your CleanPix account. You also agree that electronic disclosures and notices have the same meaning and effect as if we had provided you with a paper copy. Such disclosures and notices shall be considered to be received by you within 24 hours of the time it is posted to our website or emailed to you unless we receive notice that the email was not delivered.
9. Use of Your CleanPix® account is for the exclusive use and promotion of Your organization.
You cannot use Your CleanPix® account to resell the CleanPix® Service to a third party, or to manage content belonging to a third party for the purpose of promoting or assisting the promotion of that party. The CleanPix® Service can only be used to directly foster the promotion of Your Content. The use of the CleanPix account is for the exclusive use and promotion of Your organization. This requirement is strictly enforced by CleanPix®.
10. Account suspension, deletion for inactivity or non-payment.
CleanPix Corporation, acting in its sole discretion, reserves the right to suspend and delete an account and its content based on non-activity, illegal or unlawful usage or illegal content (copyright infringement and violations of intellectual property law), or for non-payment or failure to comply with these CleanPix® Terms Of Service Agreement.
11. Modifications to Terms Of Service
CleanPix® may amend the terms and conditions of these Terms Of Service without prior notice to You. Amendments to these Terms Of Service will be signaled to You upon login to the CleanPix® Service. Amendments to these Terms Of Service will also be posted online, accessible at any time in the footer of the Service's home page or initial screen. It is Your responsibility to keep informed and current on these Terms Of Service.
12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
12.1 YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CleanPix® EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
12.2 CleanPix® WILL MAKE REASONABLE EFFORTS TO MAINTAIN THE SERVICE, HOWEVER, CleanPix® IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, CUSTOMER INFORMATION OR VENDOR DATA, REVENUE, OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MIS-DELIVERY OR NON DELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE SERVICE, OR OTHER INTERACTION WITH THE SERVICE. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SERVICE.
12.3 CleanPix® DOES NOT WARRANT THAT:
(a) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS,
(b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE,
(c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE.
ANY MATERIAL UPLOADED OR DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR END USER COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
13. LIMITATION OF LIABILITY
13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT CleanPix® SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CleanPix® HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM:
(a) THE USE OR THE INABILITY TO USE THE SERVICE;
(b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE;
(c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
(d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR
(e) ANY OTHER MATTER RELATING TO THE SERVICE.
IN ALL SITUATIONS, SHOULD A COURT OF COMPETENT JURISDICTION DETERMINE CleanPix CORPORATION IS LIABLE TO YOU, THE LIABILITY OF CleanPix® IS RESTRICTED TO NOT EXCEED THE AMOUNT YOU PAID CleanPix®
13.2 Events Beyond Control
Under no circumstances shall CleanPix® be held liable for any delay or failure of the website and/or any of the Services and/or information on the CleanPix® Service directly or indirectly resulting from, arising out of, or in connection with events beyond the reasonable control of CleanPix®, including, without limitation, internet failures, equipment failures, electrical power failures, strikes, labor disputes, riots civil disturbances, shortages of labor or materials, fires, floods, storms, earthquakes, explosions, acts of God, war, terrorism, governmental actions, orders of courts, tribunals or non-performance of third parties.
14. CONFIRMATION OF CleanPix® “ORIGINALITY”:
The CleanPix® Service is comprised of a set of interwoven proprietary applications and features that are unique and original to the CleanPix® Service.
CleanPix® SaaS software is unique and proprietary and protected by international copyright. The CleanPix® brand name and logo are duly registered trademarks. The CleanPix® website look and feel and all visual elements it is consists of are the sole property and copyright of CleanPix® Corporation.
The laws and courts of the province of Alberta, Canada have exclusive jurisdiction over these Terms Of Service without regard to conflict of laws principles. Upon Your acceptance of these Terms Of Service, you are agreeing the CleanPix® Services are offered, accepted and fully performed within the province of Alberta.
CleanPix® corporate head office is located at:
2225-15th Street S.E Calgary Alberta Canada T2G 3M3
Support at CleanPix®:
T: 403-266-1861; email at info@CleanPix.com
Last modified: April 27, 2018