These terms govern your use of Pixally, including the pre-launch waitlist, the participant portal, and the Pixally platform.
Last updated: October 9, 2026
These Terms of Service (the "Terms") form a binding agreement between you and Pixally ("Pixally", "we", "us", or "our") and govern your access to and use of the Pixally website at pixally.com, the Pixally customer relationship management platform, the pre-launch waitlist and participant portal, and any related applications, APIs, and services we provide (together, the "Service").
By creating an account, joining the waitlist, clicking to accept these Terms, or accessing or using any part of the Service, you agree to be bound by these Terms. If you do not agree, you must not access or use the Service.
If you are entering into these Terms on behalf of a company, studio, partnership, or other legal entity, you represent that you have authority to bind that entity, and "you" and "Customer" refer to that entity. If you lack that authority, you must not accept these Terms or use the Service.
Section 18 contains a binding arbitration provision and a waiver of your right to participate in a class action. Please read it carefully. It affects how disputes between you and Pixally are resolved, and you may opt out of arbitration within thirty (30) days as described in Section 18.6.
The following terms have the meanings given below wherever they appear capitalised in these Terms.
You must be at least eighteen (18) years of age, or the age of majority in your jurisdiction if higher, to use the Service. The Service is intended for business use by professionals and is not directed to children.
You agree to provide accurate, current, and complete information when creating an account and to keep that information up to date. We may refuse, suspend, or reclaim any account or username at our discretion.
You are responsible for all activity that occurs under your account and for maintaining the confidentiality of your credentials, including magic-link emails and session cookies. You must notify us promptly at the security contact in Section 22.5 if you become aware of any unauthorised access to or use of your account.
You are responsible for your Users' compliance with these Terms, and any act or omission by a User that would breach these Terms if taken by you will be deemed a breach by you.
Until the Service is commercially launched, parts of the Service are offered on a pre-launch, waitlist, or beta basis. These pre-launch offerings are provided for evaluation purposes.
PRE-LAUNCH, WAITLIST, BETA, TRIAL, AND EARLY-ACCESS FEATURES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, AND MAY BE MODIFIED, SUSPENDED, OR DISCONTINUED AT ANY TIME WITHOUT NOTICE AND WITHOUT LIABILITY. THEY MAY CONTAIN DEFECTS AND SHOULD NOT BE RELIED ON FOR BUSINESS-CRITICAL DATA OR AS YOUR SOLE SYSTEM OF RECORD.
Points, tiers, badges, referral credits, and similar mechanics in the waitlist portal have no monetary value, are not property, are not redeemable for cash, and may be adjusted, recalculated, or removed where we identify error, abuse, duplicate accounts, automated entry, or other conduct inconsistent with these Terms or the applicable program rules.
Where a promotion, sweepstakes, or prize draw is offered, it is governed by its own official rules, which are incorporated into these Terms by reference and control over these Terms to the extent of any conflict with respect to that promotion.
Discounts, founding-member pricing, and similar benefits are personal to the recipient, are non-transferable, have no cash value, apply only to eligible subscriptions upon commercial launch, and may not be combined with other offers except as we expressly permit.
Access to paid features of the Service requires a subscription purchased under an Order. Fees, billing frequency, and included usage limits are those stated in the Order or on our pricing page at the time of purchase. Sections 5.1 to 5.6 cover your Pixally subscription. Sections 5.7 to 5.13 cover payments your clients make to you through Pixally.
Unless the Order states otherwise, subscriptions renew automatically for successive periods equal to the initial Subscription Term, at the then-current rates, until cancelled. You may cancel renewal at any time through your account settings or by contacting us, effective at the end of the then-current Subscription Term.
Except where expressly stated in these Terms or required by applicable law, fees are non-refundable, and amounts paid for a Subscription Term are not refunded or prorated if you cancel, downgrade, or stop using the Service before the end of that term.
We may change our fees. Any change to recurring subscription fees will take effect at your next renewal and we will give you at least thirty (30) days' notice before it applies. If you do not accept the change, you may cancel renewal before it takes effect.
If a payment fails or an invoiced amount is overdue, we may charge interest on the overdue amount at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and we may suspend the Service under Section 17.3 after giving you notice and a reasonable opportunity to cure.
Fees are exclusive of all taxes. You are responsible for all sales, use, VAT, GST, and similar taxes and duties arising from your purchase, other than taxes based on our net income. If we are required to collect such taxes, they will be added to your invoice.
Payments are processed by third-party payment processors. We do not store full payment card numbers. Your use of a payment processor is subject to that processor's own terms, and you authorise us and the processor to charge your selected payment method for all amounts due.
Payments your clients make to you through Pixally are processed by Stripe. By accepting payments through Pixally, you also agree to Stripe’s terms, which Stripe may update from time to time.
Payment processing services for photographers on Pixally are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms or continuing to operate as a photographer on Pixally, you agree to be bound by the Stripe Services Agreement, as the same might be modified by Stripe from time to time. As a condition of Pixally enabling payment processing services through Stripe, you agree to provide Pixally accurate and complete information about you and your business, and you authorize Pixally to share it and transaction information related to your use of the payment processing services provided by Stripe.
Processing fees are made up of the fees our payment processor charges and Pixally’s own fee. The fees on our pricing page are our current standard fees. They can differ by country, payment method, card type and plan. Fees are taken from each payment before it is paid out to you.
Our payment processor can change its fees at any time. When it does, the fees you pay may change to match. This includes new fees the processor introduces and changes to how its fees or caps are calculated. We may also change Pixally’s own processing fees and caps. We will tell you about changes to Pixally’s own processing fees at least thirty (30) days before they take effect, by updating our pricing page or contacting you.
Some payments cost more than the standard fee. These can include cards issued outside your country, payments that need currency conversion, manually entered cards, premium or business cards, bank account verification, failed payments, disputes and chargebacks. When any of these apply, the extra charge is added to the fee for that payment.
If a payment is made in a currency different from the currency you are paid out in, it is converted at an exchange rate set by our payment processor, and a conversion fee applies. Pixally does not set exchange rates and is not responsible for changes in the amount you receive because of conversion. Fee caps apply in your account’s own currency.
When you refund a client payment, processing fees already charged are not returned. This includes both our payment processor’s fees and Pixally’s own fee.
Processing fees may not include taxes such as VAT or GST. Where required, these are added.
If you offer a client prints at your own expense, such as a free print, a print credit or a gift package, you authorize Pixally to charge the payment method saved on your account for any part of the production cost of an order placed under that offer that your client's payment doesn't cover. The production cost is the print lab's charge for producing and shipping the order, plus any tax that applies. By creating the offer, you agree to pay that cost for orders placed under it, up to the amount the offer covers. If the charge can't be completed, Pixally may hold the order until it is paid.
As between you and Pixally, you retain all right, title, and interest in and to Customer Data, including all intellectual property rights in it. We acquire no ownership of Customer Data by virtue of these Terms.
You grant us a worldwide, non-exclusive, royalty-free licence to host, store, copy, transmit, display, adapt, and process Customer Data solely to the extent necessary to provide, secure, maintain, and support the Service for you, to prevent or address technical or security problems, and to comply with law. This licence exists only so that the Service can function and terminates when the Customer Data is deleted, subject to Section 6.6.
A wedding CRM necessarily holds other people's personal information. You are responsible for the Customer Data you place in the Service, and you represent and warrant that:
You must not upload to the Service: payment card numbers other than through our designated payment processor; government identification numbers other than a taxpayer identification number contained within a tax form submitted through the tax documentation feature described in Section 6.9; financial account credentials; protected health information subject to HIPAA; information subject to the Gramm-Leach-Bliley Act; biometric identifiers; data about children under 13 (or under 16 where applicable law so provides); or any other information subject to heightened regulatory protection, unless we have expressly agreed in a signed writing to receive it. The Service is not designed or certified for these categories, and we disclaim all liability arising from your submission of them.
We will not access, use, or disclose Customer Data except to provide and support the Service, as you instruct, as described in our Privacy Policy, or as required by law. We will not sell Customer Data. We will not use Customer Data to train generally available machine learning models for the benefit of third parties.
You may export Customer Data using the features we make available during your Subscription Term. Following termination, we will make Customer Data available for export for thirty (30) days, after which we may delete it in the ordinary course. Residual copies may persist in backups for a limited period consistent with our retention practices and will remain subject to these Terms until deleted.
We may generate and use Usage Data to operate, secure, analyse, and improve the Service, and to produce aggregated statistics. Usage Data does not identify you, your Users, or any individual, and we will not publish Usage Data in a form that identifies you.
We maintain backups of the Service as part of our operational practices. Those backups are for our disaster-recovery purposes and are not a substitute for your own records. You remain responsible for maintaining independent copies of Customer Data that is important to your business.
Where we make a tax documentation feature available, a contractor, second shooter, or associate may upload a completed Form W-9, or the equivalent form for their country, so that you can meet your own information reporting obligations. These forms usually contain a taxpayer identification number, which for a sole trader is often a Social Security Number, so we handle them differently from other Customer Data:
This feature is the only route by which a taxpayer identification number may be submitted to the Service. Everything else in Section 6.4 continues to apply, so passports, driving licences, and other identity documents must not be uploaded through it or anywhere else. You remain responsible for your own obligations to the people who provide these forms, including collecting them lawfully, issuing any information return required of you, and complying with any written information security programme your jurisdiction requires of a business that holds this data.
Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference.
Where we process personal information contained in Customer Data on your behalf, you are the controller (or business) and we act as processor (or service provider) and will process that information only on your documented instructions, which these Terms and your use of the Service constitute.
If your use of the Service is subject to the EU or UK General Data Protection Regulation, the California Consumer Privacy Act as amended, or a comparable law that requires a written data processing agreement, contact us at the privacy address in Section 22.5 and we will make our data processing addendum available. Once executed, that addendum governs over these Terms to the extent of any conflict regarding the processing of personal information.
Each party will comply with the data protection laws applicable to it. You are responsible for responding to requests from individuals whose data you control, and we will provide reasonable assistance as described in our data processing addendum.
You may use the Service only for lawful business purposes and in accordance with these Terms and the Documentation. You must not, and must not permit any User or third party to:
We may investigate any suspected violation, and we may remove or disable access to any Customer Data that we reasonably believe violates these Terms or applicable law, with notice to you where practicable.
The Service may interoperate with third-party products and services, including email delivery providers, payment processors, calendar and storage providers, communication platforms, and social networks. Those services are not part of the Service.
If you enable an integration, you authorise us to exchange data with that third party as needed for the integration to function. Your use of a third-party service is governed by that third party's own terms and privacy policy, and we do not control and are not responsible for the availability, security, accuracy, or practices of any third-party service.
A third party may change, deprecate, or withdraw its integration or API at any time. If that happens, the affected functionality may stop working, and this alone does not constitute a failure of the Service or entitle you to a refund.
Links from the Service to third-party websites are provided for convenience only and do not imply endorsement.
The Service includes Google Maps features and content. Your use of Google Maps features and content is subject to the then-current versions of the Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps/ and the Google Privacy Policy at https://policies.google.com/privacy.
This Section applies only where we agree to perform Professional Services for you, such as onboarding, configuration, data migration from another system, or training. It does not apply to the subscription Service itself.
All Professional Services are performed only under a written Statement of Work agreed by both parties. No Professional Services are included in a subscription unless an SOW says so. Each SOW must describe, at minimum:
Each SOW is governed by and incorporated into these Terms. Where an SOW conflicts with these Terms, the SOW controls only as to the Professional Services described in it, and only where it expressly identifies the provision of these Terms that it is superseding.
Where an SOW divides work into phases or milestones, each phase must be completed and, where the SOW so provides, accepted before the next phase begins. Dates in an SOW are estimates based on the stated assumptions and on your timely performance of your dependencies, and are not guarantees unless the SOW expressly designates a date as a firm deadline.
Professional Services depend on your cooperation. You will provide timely access to the personnel, data, systems, credentials, decisions, and approvals identified in the SOW. If you do not, we may adjust the schedule, the fees, or both, to reflect the actual impact, and we are not liable for any resulting delay.
We will notify you when a deliverable is ready for acceptance. You will then have ten (10) business days, or the period stated in the SOW, to review the deliverable against the acceptance criteria and either accept it in writing or give us a written notice specifying in reasonable detail each failure to meet those criteria.
IF YOU DO NOT DELIVER A WRITTEN NOTICE OF NON-CONFORMITY WITHIN THE ACCEPTANCE PERIOD, OR IF YOU USE THE DELIVERABLE IN LIVE OPERATION, THE DELIVERABLE IS DEEMED ACCEPTED. Deemed acceptance has the same effect as written sign-off, including for the purposes of triggering any milestone payment.
If you give a valid notice of non-conformity, we will use commercially reasonable efforts to correct the identified failures and resubmit the deliverable, and the acceptance process will repeat for the resubmitted deliverable. Rejection is limited to failures against the documented acceptance criteria, and does not extend to matters of preference or to functionality that was never in scope. If, after two resubmissions, a deliverable still materially fails the acceptance criteria, either party may terminate the affected SOW, in which case you will pay for services performed and deliverables accepted up to the date of termination, and that payment, together with the correction efforts described above, is our entire liability and your exclusive remedy for the non-conforming deliverable.
Any change to the scope, deliverables, acceptance criteria, schedule, assumptions, or fees of an SOW must be documented in a written change order describing the change and its effect on scope, schedule, and price, and signed or expressly accepted in writing by an authorised representative of each party.
No change is binding, and we are under no obligation to perform any out-of-scope work, until a change order has been agreed. Verbal requests, requests made in passing during meetings, and instructions from persons other than your named authorised contact do not amend an SOW. If we accommodate an informal request, doing so is not a waiver of this Section and does not entitle you to further out-of-scope work.
Upon our receipt of payment in full for the relevant Professional Services, we grant you a non-exclusive, worldwide, perpetual licence to use the deliverables in connection with your use of the Service. We retain all right, title, and interest in and to our pre-existing materials, tools, templates, methodologies, know-how, and anything we develop generally applicable to our business, and nothing in an SOW transfers ownership of those to you or creates a work made for hire.
The Service, including all software, interfaces, designs, text, graphics, trademarks, and Documentation, and all intellectual property rights in them, are and remain the exclusive property of Pixally and its licensors. Except for the limited rights expressly granted in these Terms, no rights are granted to you, whether by implication, estoppel, or otherwise.
Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service for your internal business purposes.
"Pixally" and our logos are our trademarks. You may not use them without our prior written consent, except to accurately identify Pixally as your service provider.
If you provide suggestions, ideas, enhancement requests, or other feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up licence to use and exploit that Feedback for any purpose without restriction, attribution, or compensation. Feedback is provided voluntarily and is not your Confidential Information.
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Customer Data is your Confidential Information. The Service, and our non-public pricing, roadmap, and technical information, are our Confidential Information.
The receiving party will use the disclosing party's Confidential Information only to perform under these Terms, will protect it with at least the degree of care it uses for its own confidential information and in no event less than reasonable care, and will limit access to those of its personnel and advisors who need it and are bound by confidentiality obligations no less protective than these.
Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known to the receiving party without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.
The receiving party may disclose Confidential Information where required by law or legal process, provided that, unless legally prohibited, it gives the disclosing party prompt notice and reasonable cooperation so that the disclosing party may seek protective treatment.
These obligations continue for three (3) years after disclosure, and with respect to trade secrets and Customer Data, for so long as the information remains a trade secret or is retained, whichever is longer.
We will provide the Service with reasonable skill and care, and we will perform Professional Services in a professional and workmanlike manner by qualified personnel. Those are the only warranties we make.
EXCEPT AS EXPRESSLY STATED IN THIS SECTION 13, THE SERVICE, ALL PROFESSIONAL SERVICES, AND ALL DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIXALLY AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR PRODUCE ANY PARTICULAR BUSINESS RESULT, OR THAT ANY DATA WILL BE PRESERVED WITHOUT LOSS. WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, OR LEGAL SUFFICIENCY OF ANY TEMPLATE, CONTRACT, TAX, PRICING, OR OTHER INFORMATIONAL CONTENT MADE AVAILABLE THROUGH THE SERVICE OR OUR WEBSITE, INCLUDING BLOG AND EDUCATIONAL CONTENT, WHICH IS PROVIDED FOR GENERAL INFORMATION ONLY AND IS NOT LEGAL, TAX, ACCOUNTING, OR PROFESSIONAL ADVICE.
Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. In that case, any implied warranty is limited in duration to the minimum period permitted by applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR PIXALLY'S SUPPLIERS OR LICENSORS, WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, OR LOSS, CORRUPTION, OR INACCURACY OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICE, FOR ALL CLAIMS COMBINED, WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU ACTUALLY PAID TO PIXALLY FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM, OR (B) ONE HUNDRED US DOLLARS (US$100). WHERE YOU HAVE PAID NO FEES, INCLUDING DURING ANY FREE TRIAL, WAITLIST, OR BETA PERIOD, OUR TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED US DOLLARS (US$100).
THE REMEDIES EXPRESSLY SET OUT IN THESE TERMS ARE YOUR SOLE AND EXCLUSIVE REMEDIES, AND OUR ENTIRE LIABILITY, FOR ANY FAILURE OF, DEFECT IN, OR UNAVAILABILITY OF THE SERVICE OR ANY DELIVERABLE. WHERE NO OTHER REMEDY IS EXPRESSLY STATED, YOUR EXCLUSIVE REMEDY IS TO STOP USING THE SERVICE AND TERMINATE YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 17.
Nothing in these Terms excludes or limits either party's liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; your obligation to pay fees due; your breach of Section 8 (Acceptable Use) or Section 11 (Intellectual Property); either party's indemnification obligations under Section 15; or any other liability that cannot be excluded or limited under applicable law.
You acknowledge that the disclaimers in Section 13 and the limitations in this Section 14 are a fundamental basis of the bargain between the parties, that our pricing reflects this allocation of risk, and that we would not provide the Service on these commercial terms without them. These limitations apply even if a limited remedy fails of its essential purpose.
Except for claims for non-payment, no action arising out of or relating to these Terms may be brought by either party more than one (1) year after the cause of action accrued, except where applicable law prohibits a shorter limitation period than the statutory one, in which case the shortest permitted period applies.
You will defend, indemnify, and hold harmless Pixally and its officers, directors, employees, contractors, agents, suppliers, and licensors from and against any and all third-party claims, demands, actions, and proceedings, and all resulting losses, damages, liabilities, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:
We will defend, indemnify, and hold you harmless from and against third-party claims alleging that the Service, when used by you in accordance with these Terms and the Documentation, directly infringes a United States patent, copyright, or trademark, or misappropriates a trade secret, and we will pay damages finally awarded or amounts we agree in settlement.
This indemnity does not apply to any claim arising from: Customer Data; your use of the Service in combination with any product, service, data, or process not provided by us where the claim would not have arisen but for the combination; any modification of the Service not made by us; your continued use of an allegedly infringing version after we have made a non-infringing update available; or any pre-launch, beta, trial, or free offering.
If the Service becomes, or we reasonably believe it may become, the subject of an infringement claim, we may at our option and expense procure the right for you to continue using it, modify or replace it so that it is non-infringing while substantially equivalent in function, or terminate the affected subscription and refund any prepaid, unused fees. This paragraph and the indemnity above state our entire liability and your exclusive remedy for any claim of intellectual property infringement.
The party seeking indemnification will promptly notify the other in writing of the claim, though a delay relieves the indemnifying party only to the extent it is materially prejudiced; give the indemnifying party sole control of the defence and settlement, provided that no settlement imposing a non-monetary obligation or admission of fault on the indemnified party may be made without its written consent, not to be unreasonably withheld; and provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own cost.
Except for the express indemnities we give in Section 15.2, Pixally does not assume, and expressly disclaims, the liabilities or obligations of any other person or entity.
Without limiting that, we do not assume any liability or obligation arising out of or relating to:
You must not represent to any third party that Pixally has assumed, guaranteed, or is otherwise responsible for any of your obligations, and you must not name Pixally as a responsible or contracting party in any agreement with a third party without our prior written consent.
No provision of these Terms is intended to, and none does, confer any right or remedy on any person who is not a party to these Terms, and there are no third-party beneficiaries of these Terms.
These Terms begin when you first access the Service and continue until all Subscription Terms and Statements of Work have expired or been terminated, or until terminated as set out below.
You may terminate at any time by cancelling your subscription and ceasing use of the Service. Either party may terminate for the other party's material breach, effective thirty (30) days after written notice describing the breach, if the breach is not cured within that period. Either party may terminate immediately if the other becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days. We may terminate any free, trial, waitlist, or beta access at any time.
We may suspend your access to all or part of the Service, with notice where practicable and immediately where not, if we reasonably determine that: your use poses a security risk to the Service or any third party; your use may adversely affect the Service or other customers; your account is being used for fraudulent or unlawful activity; or your payment is overdue as described in Section 5.4. We will restore access promptly once the cause is resolved. Suspension does not relieve you of the obligation to pay fees for the Subscription Term.
On termination, all rights granted to you cease, you must stop using the Service, and all fees accrued before termination become immediately due. Data export and deletion are governed by Section 6.6. Termination of one SOW does not terminate your subscription, and termination of your subscription terminates all outstanding SOWs.
Sections 2, 6.1, 6.6, 6.7, 10.6, 11, 12, 13, 14, 15, 16, 17.4, 17.5, 18, 19, and 21 survive termination or expiration of these Terms, along with any other provision that by its nature should survive.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES MOST DISPUTES BETWEEN YOU AND PIXALLY TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND IT WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. YOU MAY OPT OUT OF ARBITRATION WITHIN THIRTY (30) DAYS UNDER SECTION 18.6.
Before starting an arbitration or other proceeding, the party raising the dispute will send the other a written notice describing the dispute, the relief sought, and the facts supporting it, to the address in Section 22.5 (for us) or your account email address (for you). The parties will then negotiate in good faith for sixty (60) days. This informal process is a condition precedent to commencing arbitration, and the limitation period in Section 14.6 is tolled during it.
If the dispute is not resolved under Section 18.1, any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including its formation, interpretation, breach, termination, validity, or enforceability, will be resolved by final and binding arbitration administered by JAMS under the JAMS Streamlined Arbitration Rules and Procedures then in effect, rather than in court. This agreement to arbitrate is governed by the Federal Arbitration Act.
The arbitration will be conducted by a single neutral arbitrator. The seat of arbitration is Baltimore, Maryland, and the language is English. Where the amount in dispute is under US$25,000, the arbitration may be conducted on documents only or by videoconference at the claimant's election. The arbitrator has exclusive authority to resolve any dispute about the scope, applicability, enforceability, or formation of this arbitration agreement, except as stated in Section 18.4. The arbitrator may award only the relief that a court could award on an individual basis, must give a reasoned written award, and is bound by the limitations in Sections 13 and 14. Judgment on the award may be entered in any court of competent jurisdiction.
ALL CLAIMS MUST BE BROUGHT IN THE PARTY'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. YOU AND PIXALLY EACH WAIVE ANY RIGHT TO A TRIAL BY JURY. If this paragraph is found unenforceable as to a particular claim or request for relief, that claim or request will be severed and heard in a court of competent jurisdiction, and all other claims will remain in arbitration. The enforceability of this paragraph is for a court, not the arbitrator, to decide.
Either party may bring an individual action in small claims court for claims within that court's jurisdiction, and either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement or misappropriation of its intellectual property or breach of confidentiality obligations, without first complying with Sections 18.1 to 18.3.
You may opt out of this arbitration agreement by sending written notice within thirty (30) days of first accepting these Terms. The notice must include your name, your account email address, and a clear statement that you wish to opt out of arbitration, and must be sent to the address in Section 22.5 or by email to the legal contact listed there. Opting out of arbitration does not affect any other part of these Terms, and it will not be held against you in any way.
If we materially amend this Section 18 after you accept these Terms, you may reject the amendment by written notice within thirty (30) days, in which case the version of this Section in effect when you last accepted continues to apply between us.
These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of Maryland and the applicable federal laws of the United States, without regard to conflict of law principles that would apply the law of another jurisdiction.
The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms.
Subject to Section 18, the parties submit to the exclusive jurisdiction of the state and federal courts located in Baltimore, Maryland for any dispute not subject to arbitration, and each party waives any objection to venue or inconvenient forum in those courts.
The Service is controlled and operated from the United States. If you access the Service from elsewhere, you do so on your own initiative and are responsible for compliance with local law. Nothing in this Section deprives a consumer of the protection of mandatory provisions of the law of their country of habitual residence where applicable law so requires.
We continually develop the Service and may add, modify, or remove features. We will not materially reduce the core functionality of a paid subscription during a Subscription Term you have already paid for. Where we discontinue a material feature, we will give reasonable notice.
We may amend these Terms. For material changes, we will give at least thirty (30) days' notice by email to your account address or by a prominent notice in the Service before they take effect, and we will update the "Last updated" date at the top of this page. Non-material changes take effect when posted.
Your continued use of the Service after the effective date of a change constitutes acceptance of the amended Terms. If you do not agree, you must stop using the Service and may terminate under Section 17.2 before the change takes effect. Changes to Section 18 are additionally governed by Section 18.7.
We intend to introduce a professional directory and job board within or alongside the Service, connecting studios with lead shooters, second shooters, associate shooters, videographers, editors, drone operators, and other wedding and event professionals, and allowing work to be posted, discovered, and applied for. That feature is not available today. This Section sets out, in advance, the terms on which your information will appear in it when it launches, so that the directory is useful to its members from the first day rather than empty.
When the directory launches, we may create a public profile for your account and include it in the directory, in directory search results and category or location listings, and in previews of the directory shown to prospective members and to the public. You agree to that inclusion now, as a condition of your use of the Service, and you agree that no further consent from you is required for it. We will give you notice when the directory goes live, as described in Section 21.6, and you may opt out at any time as described in Section 21.7.
A public profile may include any of the following, to the extent you have supplied it or it can be derived from your account:
Your public profile may display sample work drawn from your account. This is intended to be read broadly. It includes, without limitation, photographs, films, videos, reels, audio, graphics, and other media that you place in Showcase, Showreel, a portfolio, a gallery, an edition, a delivery, or any comparable or successor feature of the Service, however named, whether that feature exists today or is introduced later; together with any thumbnail, still, poster frame, excerpt, clip, crop, resized, compressed, re-encoded, watermarked, or otherwise adapted version of that media that we generate for display; and together with any caption, title, credit, event type, venue name, or date associated with it. We may select which items to display, how many, in what order, and at what size or duration, and we may change any of that at any time.
You grant us a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, adapt, resize, excerpt, transcode, publicly display, publicly perform, distribute, and transmit the information and media described in Sections 21.3 and 21.4, and to use your name, business name, brand marks, and likeness, for the purposes of operating, populating, indexing, and promoting the directory and the Service. This licence includes display on public web pages that search engines may index and crawl, display within embeddable or syndicated versions of directory listings, and use in marketing materials for the directory itself. This licence is separate from, and does not enlarge, the licence in Section 6.2. It ends when your listing is removed under Section 21.7, save for copies already cached, indexed, syndicated, or archived by third parties outside our control, and for our own reasonable business records.
When the directory becomes publicly available, we will give you notice by email to the address on your account and by a notice shown when you next sign in. That notice will describe the directory, state that you are listed by default, and tell you where in your account settings you can edit your profile or opt out. You agree that notice given at the time the directory becomes public is sufficient, and that we are not required to give you advance notice before publishing your profile.
You may edit your public profile, restrict individual fields or items of sample work, or opt out of the directory entirely, at any time before or after it launches, using the controls we make available or by contacting us at the address in Section 22.5. We will action a removal request within a reasonable period. Removal takes effect prospectively; we cannot recall copies already cached, indexed, or reproduced by third parties, and Section 21.5 continues to apply to those copies.
A wedding photograph or film usually contains other people. Before any media becomes eligible for display under Section 21.4, you represent and warrant that you own or control all rights necessary for us to display it as described, including any copyright, and that you have obtained every release, consent, and permission required from the individuals appearing in it and from any other rights holder, including your clients, their guests, venues, and any second shooter, associate, or contractor who created it. You are responsible for ensuring that display in a public professional directory is permitted by your own contracts with those parties. If you are unsure whether a particular item may be displayed, you must exclude it. We may remove any item at any time, with or without notice, and we have no obligation to display any item.
Where the law applicable to you or to an individual whose personal information would appear in the directory requires a lawful basis or a form of consent that this Section does not provide, we will obtain that basis or consent separately before publishing, or we will not publish. Nothing in this Section overrides a right you hold under applicable data protection law, including any right to object to processing or to withdraw consent, and exercising such a right will not affect your access to the rest of the Service.
We are not obliged to build the directory, to launch it, to include you in it, or to continue operating it. We give no assurance that it will generate enquiries, bookings, or work of any kind. Sections 13, 14, and 15 apply to the directory as they do to the rest of the Service.
These Terms, together with our Privacy Policy, any Order, any Statement of Work, any data processing addendum, and any promotion rules incorporated by reference, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous proposals, representations, understandings, and agreements, whether written or oral. Any terms in your purchase order or other business form are void and of no effect. Neither party has relied on any statement not expressly set out in these Terms.
You may not assign or transfer these Terms or any rights under them, by operation of law or otherwise, without our prior written consent, except that you may assign them in their entirety to a successor in connection with a merger, acquisition, or sale of substantially all your assets, on written notice to us. We may assign these Terms without restriction. Any attempted assignment in breach of this Section is void. These Terms bind and benefit the parties and their permitted successors and assigns.
Neither party is liable for any delay or failure to perform, other than an obligation to pay money, caused by circumstances beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour dispute, governmental action, power or telecommunications failure, denial of service attack, or the failure or unavailability of a third-party hosting or network provider.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, franchise, employment, or agency relationship, and neither party has authority to bind the other or to incur obligations on the other's behalf.
Notices to you may be given by email to your account address, by posting in the Service, or by mail to any address you have provided, and are deemed received on the day sent by email or in-Service, or three (3) business days after mailing. Legal notices to us must be in writing and sent by email to legal@pixally.com and by mail to:
Privacy enquiries and data subject requests should be sent to privacy@pixally.com. Security reports should be sent to security@pixally.com. General support enquiries should be sent to support@pixally.com.
If any provision of these Terms is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent, or if that is not possible, severed, and the remaining provisions will continue in full force. A failure or delay in exercising any right is not a waiver of it, and no waiver is effective unless in writing and signed by the waiving party.
You represent that you are not located in, organised under the laws of, or ordinarily resident in any country or territory subject to comprehensive United States economic sanctions, and that you are not identified on any United States government restricted-party list. You will comply with all applicable export control and sanctions laws in your use of the Service.
The Service is a "commercial product" as defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation". Any use, duplication, or disclosure by the United States Government is subject solely to the rights granted under these Terms.
Neither party may use the other's name or logo in publicity without prior written consent, except as permitted by Sections 21 and 23, and except that we may identify you as a customer in a customer list and, with your consent, in a case study or testimonial. You may withdraw that consent at any time by written notice, effective for future materials.
Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation". These Terms are drafted in English, which is the controlling language for all purposes, and they will not be construed against either party as drafter.
Pixally Community is the part of the Service where members share feature requests, votes, comments and other posts ("Community Content"). It includes the feature request board, the roadmap and the changelog, and any community features we add later, such as a professional directory, a job board, forums and ratings.
Other signed-in members can see your Community Content together with your display name and, if you choose to show it, your business name and profile photo. We may show posts we write, such as changelog posts, to the public.
Pixally Community is provided as part of the Service. Features may be added, changed or removed over time.