Pixlpark Terms of Use

Terms of Use

PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION THAT YOU SHOULD KNOW BEFORE CONTINUING TO USE OUR SERVICE. BY CONTINUING TO USE PIXLPARK.COM WEBSITE AND SERVICES YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS OF USE. Your use of the Pixlpark and any services and software provided therein is subject to these Terms of Use. By using the Pixlpark.com Website, you are accepting the practices set out in these Terms of Use. We reserve the right to modify these Terms of Use at any time by posting the changes on this page. Please check the revision date below to determine if the terms of use and policy have been modified since you last reviewed it. Your continued use of any portion of the Pixlpark.com Website following posting of the updated Terms of Use will constitute your acceptance of the changes.

These rules were last updated on March 20, 2012. Pixlpark.com and its affiliates (collectively, “Pixlpark”) has created these terms of use in order to define what rules and conditions are used by Pixlpark to provide their services to their customers (further referred as “Customers”, both parties are collectively referred as “Parties”), including subscription for services, creation of the Pixlpark account, technical support and other services as set forth in these Terms of Use.

1. Definitions

For the purposes of this Agreement the terms that are listed below have the following definitions:

  • Site — a web system based on Pixlpark application intended to receive orders for prints, photo gifts and other items produced by Customers, provided by Pixlpark as set forth in these Terms of Use.
  • Domain — a unique symbolic name of the Site in the Internet that belongs to the Customer and is provided by Pixlpark to the Customer under these Terms of Use.
  • Uptime — average period of the Site operation that is measured as percentage to the total time the Customer uses Pixlpark services. The difference between total time and uptime is called Downtime.
  • Planned update — an service update intended to make changes in the functionality of the Site or to fix issues which is carried out with a prior notice to the Customers. Idle periods that appear during planned updates are considered as parts of Uptime.
  • Unscheduled update — an update that fixes serious issues and is carried out without prior notice to the Customer. Idle periods that appear during unscheduled updates are not considered parts of uptime.
  • User — a person who downloads any page of the Site in a web-page browser.

2. Parties Obligations

  1. 2.1. If Parties agree about the terms and conditions, Pixlpark should establish the Site instance of its servers within 10 business days since the time when the Customer gives the domain name.
  2. 2.2. Pixlpark should do its best to provide the Customer and users with 24/7 access to the Site.
  3. 2.3. Pixlpark should consult the Customer on the Site usage and assist with its configuration.
  4. 2.4. Pixlpark stores the information about the Customer’s employees, business units, orders and users on his server.
  5. 2.5. The Customers should fill in the information about their business units, provide all necessary descriptions and other texts visible to the user on their own through the control panel of the Site.
  6. 2.6. The Customer pays the full cost of the services provided by Pixlpark as set forth in the next Section.
  7. 2.7. The Customer is obliged to receive and process orders placed by users through the Site on a regular basis as well as fulfill and/or deliver them within the reasonable timeframe.
  8. 2.8. The Customer should update order status timely and precisely. The order is not considered as fulfilled until its status is not updated appropriately, even if the user receives the ordered product timely.
  9. 2.9. When the Customer creates Discount Coupons on the Site, the accurate value of the field Coupon Price should be specified. This field should contain the amount the Customer expects to get from the coupon company when this coupon is sold.
  10. 2.10. The Parties may not sell, lease and/or anyhow reveal personal information of the Site users to third parties except for the cases when it is required by the laws of the country under which jurisdiction the Site falls.

3. Pricing and Payment

  1. 3.1. The Customer selects one of the plans and should pay the one-time setup fee + monthly fee according to the selected plan, unless Parties agree otherwise.
  2. 3.2. The Customer makes payment as set forth in the Appendix 1.
  3. 3.3. The Customer can change the pricing plan after starting using Pixlpark services as set forth in the Appendix 2.

4. Parties Rights and Waivers

  1. 4.1.Pixlpark is not responsible for the delays, idle periods, damage, or losses that occur because of:
    • failure of the Customer’s equipment;
    • connectivity problems occurred on the Customer's side;
    • planned updates;
    • force majeure.
  2. 4.2. Pixlpark is not responsible for the content added or uploaded to the Site by the users or the Customer’s employees, including the content that requires any licenses or special permissions.
  3. 4.3.Pixlpark reserves the unconditional right to suspend or terminate providing the service if the following facts occur:
    • the materials which were uploaded by the Customer on the Site are copyrighted and used without owner’s permission;
    • the materials uploaded by the Customer on the Site violate the legislation of the country under which jurisdiction the Site falls;
    • the Customer breaks the provisions of the Section 2 (i.e. does not pay appropriate fees in time as set forth in this section);
    • the Customer neglects the orders placed by the users systematically and don’t fulfill them in spite of the Section 2.7;
    • the Customer does not specify or specify incorrect coupon price in spite of the Section 2.9.
  4. 4.4. Pixlpark reserves the right to change the pricing plan. The Customer should be notified about such changes not later than in 60 days before such changes come in to an effect.
  5. 4.5. If the order status is not set to Fulfilled within 21 (twenty one) days after being changed last time (unless it is Cancelled), Pixlpark reserves right to change its status to Fulfilled automatically and include this order to the monthly revenue (i.e. charge for this order as if it is actually fulfilled).
  6. 4.6. Pixlpark waives any responsibility for the order fulfillment, including print quality, shipping and delivery terms and others.
  7. 4.7. Pixlpark reserves the right to mention the Customer as the Pixlpark customer in its marketing materials. In this case the personal Customer’s details or specific agreement conditions cannot be disclosed without Customer’s explicit consent.

5. Uptime and Technical Support

  1. 5.1. Pixlpark should provide 98% of uptime annually.
  2. 5.2. The Customer will have 24/7 access to the Site except for:
    • planned updates are conducted;
    • the Internet does not work properly for the reasons beyond the parties;
    • it is force majeure.
  3. 5.3. Pixlpark will notify the Customer about the planned updates of the Site in at least three business days.
  4. 5.4. If Pixlpark does not meet the uptime as set forth in this section, the Customer has the right to request compensations according to the Appendix 2.
  5. 5.5. If the Site is not working as expected, Pixlpark should provide the Customer with a technical support through the self-service help desk system.
  6. 5.6. The Customer can request Pixlpark to improve the existing functionality or design and implement new functionality of the Site. Pixlpark reserves the right to define priorities to the Customers’ feedback and decide when and whether to implement specific improvements.

6. Termination

  1. 6.1. Both Parties may quit this service by sending the second Party a notification within 30 days before termination.
  2. 6.2. The provision 2.10 will survive upon termination.
  3. 6.3. The Customer must fulfill all orders received before the termination.
  4. 6.4. Pixlpark may terminate the service without limitation set forth in this section in accordance to the Section 4.3.

7. Governing Law and Jurisdiction

  1. 7.1. These Terms of Use shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Virginia without reference to conflicts of law rules and principles. To the extent permitted by law, the provisions of these Terms of Use shall supersede any provisions of the Uniform Commercial Code as adopted or made applicable to the Pixlpark services in any competent jurisdiction. These Terms of Use shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly disclaimed and excluded. If the Customer is a resident of the United States for purpose of determination of personal jurisdiction, the federal and state courts within the Commonwealth of Virginia shall have exclusive jurisdiction to adjudicate any dispute arising out of these Terms of Use. The Customer agrees that these Terms of Use is to be deemed performed in the Commonwealth of Virginia and that any action, dispute, controversy, or claim that may be instituted based on these Terms of Use, or arising out of or related to these Terms of Use or any alleged breach thereof, shall be prosecuted exclusively in the state and federal courts in of the Commonwealth Virginia and Customer, to the extent permitted by applicable law, hereby waive the right to change venue to any other state, county, district or jurisdiction.

Appendix 1 — Pricing Plans and Payment Procedure

  1. 1. The Customer selects one of the plans listed at Pixlpark’s website or agree about special plan.
  2. 2. Before Pixlpark creates a Site, the Customer should pay the Setup Fee in accordance to the appropriate plan. The payment method and terms are defined in this Appendix.
  3. 3.After the Site is established and start functioning, the Customer pays a Monthly Fee. In most plans, the Monthly Fee consists of two parts:
    • Fixed part;
    • Variable part which is calculated as a certain percentage of the price of orders having the Fulfilled status. This status should be set to these orders in the month for which the Monthly Fee is calculated.
  4. 4. The order price is calculated as the amount actually paid by the user, excluding appropriate taxes and shipping costs if any. If the paid coupons are used, this price also includes the price of the activated coupon.
  5. 5. The Customer should the appropriate amounts through online payment or wire transfer. Other payment methods should be agreed with Pixlpark.
  6. 6. The Customer should make a payment within 5 business days after Pixlpark sends an appropriate invoice or payment link. If the Customer delays the payment, Pixlpark reserves its rights to stop the Customer’s Site until the payment is completed or discontinue providing any services to the Customer.

Appendix 2 — Procedure of the Pricing Plan Replacement

  1. 1. The Customer has a right to change the pricing plan to the one listed on the Pixlpark’s website any time.
  2. 2. To replace the pricing plan, the Customer must send to Pixlpark a notification.
  3. 3. Upon receiving of such notification, Pixlpark must change the pricing plan starting from the first day of the next month.
  4. 4. If the pricing plan is changed to the plan with a higher Setup Fee, the Customer should pay the difference of the Setup Fees. If the Setup Fee is lower, Pixlpark should not return the difference.
  5. 5. Under certain circumstances, the pricing plan replacement will affect the monthly fee, but won’t affect the functionality. The table below describes all possible situations.
    Changing planFeaturesMonthly fee
    From Premium to Professional Premium Professional
    From Premium to Standard Standard Standard
    From Premium to Express Express Express
    From Professional to Standard Express Express
    From Professional to Express Professional Standard
    From Standard to Express Express Express
    From Express to Standard Standard Express
    From Express to Professional Standard Standard
    From Express to Premium Professional Professional
    From Standard to Professional Premium Premium
    From Standard to Premium Professional Professional
    From Professional to Premium Premium Premium
  6. 6. If the Parties have a written agreement, the written amendment to the agreement should be countersigned.

Appendix 2 — Downtime compensation

If Pixlpark does not meet uptime requirements as set forth in the Section 5.1, in the end of the current year the Customer has the right to claim compensation. The compensation amount is calculated as 1 per cent discount to the monthly fee for each 0.1 per cent of downtime. The amount of this discount cannot exceed 50 per cent.

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