By checking “I Agree/I Accept” option the licensee agrees to give free consent to the terms and obligations mentioned in this agreement and ratifies that while doing so the licensee had capacity to enter into the Contract as per Indian Contract Act,1872 read with Information Technology Act, 2000 and its rules.

This CUSTOMER LICENSE AGREEMENT (this “Agreement”) is entered into by and between, but is made effective between the parties hereto effective immediately from the date of signing in. Whereas Pixemix Worldwide, a Limited Liability Partnership Firm registered under Section 12 of Limited Liability Partnership Act, 2008, having its registered office at No. 323, 2nd Floor 4th Cross, HRBR 3rd Block, Kalyan Nagar, Opp. Jal Vayu Vihar North Gate, Bengaluru - 560043 is the “Licensor” and person signing in, checking into “I Agree/I Accept” and accepting purchase transaction by paying pre-decided consideration towards licensing of the graphical content on this webpage for non-exclusive personal use is the “Licensee” also familiar as Customer

DEFINITIONS:

  1. Affiliate: means any entity other than LICENSEE or any of its Controlled Affiliates, that controls, is controlled by, or is under common control with Licensor
  2. Commercial Use: Commercial use is any use: (i) that involves an exchange of money or other consideration, and/or (ii) where financial gain or other consideration is either sought or a result, directly or indirectly, of Licensee’s use, transfer or resale of the Licensed
  3. Confidential Information: means (a) with respect to Licensor, confidential or proprietary information, financial or otherwise, about the business, affairs, and assets of Licensor or its Affiliates, and Licensor’s management strategies, whether or not any such documents, information, or materials are marked “confidential” or “proprietary”; and (b) with respect to Licensee, confidential or proprietary information, financial or otherwise, about the business, affairs, and assets of Licensee or its Controlled Affiliaters
  4. Content/Licensed Asset: Content here means curated contagious co-created graphical content in form of novel, original visual artwork under any graphical title such as trade names, corporate names, product names, service marks, tag lines and descriptors, domain names, designs, typography, color palettes, and copyrighted works, includingbut not limited to content published by Licensor on its official internet sites, stationery, signage, promotional items, advertising and marketing materials, trade show booths, sponsorships, events, awards, press releases, quarterly and annual reports, presentations, photographs, forms, and electronic media and any other such content produced by Contributor and published on www.pixemix.com and its affiliates, of which the Contributor holds original transferrable rights and the same are transferred to Pixemix Worldwide as per Contributors License Agreement.
  5. Contributor: A Contributor is Principal License Holder of the content uploaded by Pixemix Worldwide on its platform for purchase by the Licensee herein via-media pixemix.com. A Contributor is one authorised and with his free will assigns IP Rights over the contents so published on the website in favour of the licensor on the terms agreed by and between the licensor and contributor as per Contributors License Agreement and declares the content to be solely and originally owned, designed and proprietarily possessed by Contributor as per the Contributors Declaration. Contributors may be fashion designers, web designers, graphic designers, content and communication designers, photographers, textile print artists, typography artists, smaller creative/digital agencies, Association of Persons and/or Body of Individuals into this sort of designing field or aspiring students above age 16.
  6. Controlled Affiliates means any entity that is controlled by LICENSEE; the term “control”, including the terms “controlling”, “controlled by” and “under common control with,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract, or otherwise
  7. Editorials: Editorials are static content, including but not limited to: photographs, drawings, and designs of ‘Model Uploads/Living artifacts/gestures and features of sculptors, ideals, human beings, and children having ownership & possessory rights, guardianship, life, dignity, feelings, repute, mobility and monetary value’ and which are uploaded with necessary consent of the model under the Editorial section and are prohibited for commercial use
  8. Editorial Use: Editorial use for the purposes of this license shall be a use made for descriptive purposes and expressly excludes commercial uses such as advertising or merchandising.
  9. Infringement: An act of infringement shall be at all times considered as violation of Copyright Act and Rules, Trademark Act and Rules, Patent Act and Rules and any Intellectual Property Statutes and Regulations prevailing in India this shall include but is not limited to subletting the license, resale, retransfer of the licensed content/Licensed Asset published on this website, and/or acclaiming intellectual property rights over such content/licensed assests
  10. Licensee/Customer: A licensee would be user of the published content usually a person signing in or checking into the “I Agree/I Accept” option on the web page and has paid charges as quoted on the portal for procuring license rights over specific content published on this website. A licensee can be any individual being a natural person above age 16, artificial juridical person, Body of Individuals, Association of Persons, registered Company, registered or unregistered Firm, trade unions, Non-governmental Organisation and any other such as recognised under definition of “person” as per relevant laws in India
  11. Licensor: As named above and shall include its representatives, agents, successors and in event of divestors, mergers, acquisitions, expansion and takeovers, the resultant company/firm acting on behalf of or as the
  12. Exclusive usage licensed content: Content uploaded by contributor/principal license holder exclusively on the official website of Pixemix Worldwide as per the terms of Contributors License Agreement
  13. Model: Model here means human being, or any movable or immovable property owned and possessed by the human being or state or any authority excluding state/national symbols, emblems and national properties with significant national/international value or status.
  14. Personal Use/Non-Commercial Use: Any use of the licensed asset other than Commercial Use is personal use/non-commercial
  15. Representative means the employees, contractors, agents, directors, officers, legal counsel, accountants and financial advisors of a party.
  16. Single Use: Single use means usage of IP rights obtained through this agreement by the licensee for purpose assigned therein through single phased or common Single use prohibits multi-purpose usage of the licensed asset for any purpose not assigned to. Multi-purpose usage of this licensed asset shall tantamount to infringement if found to be used for any other purpose other than assigned by the licensee at the time of obtaining this license.
  17. Website: For purposes otherwise mentioned specifically in any other agreement or policy connected to this web portal, Website means pixemix.com and any other time and again corrected or connected with Pixemix Worldwide engaging into the same or extended objective, purpose, vision and mission as of Pixemix Worldwide subsequent to divestures, mergers, acquisition, or takeovers.

    RECITALS

    WHEREAS, Licensor is the owner of the name and mark “Pixemix” and possesses transferable intellectual property rights from the Contributors of proprietary graphical content, curated visual art, original and novel art work and graphics, and any other intangible content on demand that are published on www.pixemix.com; by which Licensor is known to the public to which the Contributor has authorised Pixemix Worldwide to deal with such content as per the terms of Contributors License Agreement. Licensor’s intellectual property and proprietary materials, further include, but are not limited to: Licensor’s proprietary management systems, trade secrets, trade names, corporate names, product names, service marks, tag lines and descriptors, domain names, designs, typography, colour palettes, and copyrighted works, including but not limited to content of its internet sites, stationery, signage, promotional items, advertising and marketing materials, trade show booths, sponsorships, events, awards, press releases, quarterly and annual reports, presentations, photographs, forms, and electronic media as it relates to Licensor and its Affiliates (herein collectively referred to as the “IP Rights”); and

    WHEREAS, the licensee wishes to obtain a non-exclusive license to use these IP Rights for personal use, without limitation, in connection with the promotion of Licensee’s relationship with affiliates of Licensor in connection with Licensee’s provision of its content and services, and Licensor is willing to grant to Licensee a non-exclusive license to use these IP Rights for such purpose, provided that LICENSEE agrees to comply (and cause its Controlled Affiliates to comply) with the terms and conditions of this Agreement.

    NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows:

  1. LICENSE GRANT TO IP RIGHTS:
    1. Licensor’s Grant to Licensee. To the extent Licensor owns or controls such rights, Licensor grants to Licensee during the Term of this Agreement a single use, non- exclusive, worldwide license to use the IP Rights and certain copyrighted content as published on website for Non-Commercial/Personal Use only. Except as set forth in this Agreement, such license as may be granted in this Agreement may not be sub-licensed, assigned, pledged, encumbered or otherwise transferred by Licensee, voluntarily or involuntarily, by operation of law or otherwise, without Licensor’s prior written consent, which consent may be withheld in Licensor’s sole discretion, and any attempt to do so in violation of this Agreement will be without legal effect, void under this Agreement and shall invite immediate termination of this agreement. To the extent that the IP Rights licensed hereunder include any trade secrets, Licensee shall not reveal, distribute or otherwise disclose the trade secrets to any third party. Licensor is not an original or exclusive owner or creator of the content/licensed asset published on the website however holds transferable rights granted by the Contributor via Contributor’s Agreement.

    2. Consideration for Licenses. For the promises received and given and other good and valuable consideration, the sufficiency of which is hereby acknowledged, Licensor grants to Licensee the licenses and rights to the IP Rights as provided in clause A. The License shall be considered fully-paid and there shall be no royalty or other fee due for the license granted to the Licensee herein during the period this Agreement is in effect as well as for the Transition Period. Extensions to the terms of License are chargeable. All charges to be paid for obtaining License as per this agreement are inclusive of taxes and other charges imposed as per taxation regulations in India. All charges paid to the Licensor through recognised modes of payment shall be considered valid. Licensor does not at any time agree or permit payments in instalments except otherwise provided for specific term or separate agreement, or under promotional services as effective time and again.

    3. Licensor will be able to transfer IP rights of the published content only and only till the tenure that they legally exist. Licensor shall not be liable for any legal consequences for infringement on part of Contributor.

    4. During the Term of this Agreement, Licensor shall retain the sole and absolute right to grant other non-exclusive licenses for some or all of the IP Rights, to other entities not affiliated with Licensee, and Licensor shall retain ownership of the IP Rights.

    5. Modifications: Licensor may modify this License Agreement by posting an updated version on the website. The then current version of the License Agreement posted at the time of purchase shall apply to purchases (even if the Licensed Asset is downloaded after the License Agreement is updated). Updated versions of the License Agreement shall not apply retroactively to prior purchases unless either (1) Licensee is notified of its option to apply the updated terms to prior purchases and expressly agrees (e.g., via clicking “I Agree/I Accept”) or (2) such modification (i) does not adversely affect any rights of Licensee and (ii) Licensor notifies Licensee of the changes and that they will apply retroactively (e.g., via email to the address on file).

    6. In no event will Licensor or, its affiliates, service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with this license agreement, including, without limitation, your use, or inability to use, the licensed asset, including any indirect, special, incidental, consequential or punitive damages, including but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), intellectual property infringement, breach of contract or otherwise, even if foreseeable. in no event will the liability of Pixemix Worldwide, its affiliates or service providers, employees, agents, officers or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with this license agreement, including, without limitation, your use, or inability to use, the licensed asset, exceed the fees that licensee paid for the licensed asset. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.

    7. Licensor at no point of time is responsible for any claims or damages caused to the Licensee for uploaded designs prohibited to be used or published for use in any other country other than in India.

  2. LICENSEE’S OBLIGATIONS:
    1. The Licensee agrees to have knowledge of the fact that the official link of the content is available for download as single use for 15 days from the date of purchase. On expiry of these 15 days, the unclaimed/ non-downloaded content cannot be made available for download as the same gets available automatically on the website for purchase to other potential/prospective Licensee/Customer.

    2. The Licensee agrees to use this is an individual license for Non-commercial use only, and the Licensed Asset/Content may have Single use and access as permitted in this License Agreement by the Licensee indicated at the time of purchase. Multiple individuals working together to use the same Licensed Asset, is permitted only in case where multiple purpose is assigned by the licensee and usage by multiple individual through distinct source is severally obtained by engaging into payment of charges towards a license for that Licensed Asset by each individual source put to use. Licensee may select multiple users (or seats) at the time of purchase only if Licensee is authorized to legally bind the other individuals who will use the Licensed Asset to this License Agreement.

    3. In case of content published on the official website of Pixemix is placed for editorial use, the licensee shall not be permitted to use it for commercial, publication and resale purposes. Apart from that specific restrictions are placed on use of editorial contents for multi-media production and distribution via broadcast, cable network, OTT video service (e.g. Netflix, Hulu, Amazon), or in theatres, or in related promotional materials, for publication on cover, jacket, or other packaging related use, and use for any publication with modifications, which licensee agrees to abide. Further, licensee agrees to give credit/acknowledgement to the licensor for editorial content used by him for any purpose other than commercial use or specifically restricted use as mentioned in para 2.14 of this agreement.

    4. Licensee may only upload the Licensed Asset to (i) a personal server owned and controlled by Licensee or (ii) a private cloud storage service, cloud-based design app, or digital asset manager, account controlled by Licensee, in each case for use of the Licensed Asset by Licensee only, as permitted herein.

    5. Licensee may put to use the rights obtained through this license agreement only on the terms mentioned in this agreement and continue using for the tenure such mentioned in this agreement and extended time and again on consensus of both the parties.

    6. Licensee may, subject to editorial content, create digital end products such as static designs, static website elements for Non-commercial use only.

    7. Licensee may, subject to editorial content, use the Licensed Asset in digital or print publications such as cards, invitations, photo albums, and scrap books, e-books or e-publications, that are for Non-commercial use only.

    8. Licensee agrees to use licensed asset/content for streaming via internet only of motion picture and audio-visual works, excluding advertisements, for Non- commercial use only, subject to editorial content.

    9. Licensed Asset may not be used as part of a trademark, service mark, design mark, trade-name. In no event does this License Agreement allow Licensee to -- and Licensee shall not seek to -- register, protect, or enforce any trademark or similar rights in the Licensed Asset. Contact Licensor for a custom license if these rights are desired.

    10. Licensee may not claim the Licensed Asset (or a modification thereof) as its own copyrighted work (the original Licensed Asset must be disclaimed in any copyright registration).

    11. The license is limited to the expressly permitted uses stated in this License Agreement: future-existing technologies and uses are expressly reserved and not included within the scope of the license.

    12. Nothing in this License Agreement grants Licensee any of the following rights, all of which rights are expressly retained and except over promotional and free stock content:

      1. Resale or Sub-Licensing the Licensed Asset or any modification of it in source file form is strictly prohibited.

      2. Resale or Sub-Licensing of the Licensed Asset or any modification of it in a way that is directly competitive with the original Licensed Asset is strictly prohibited (e.g., as a stock asset or template).

      3. Making public or sharing the Licensed Asset in any way that allows others to download, extract, or redistribute Licensed Asset as a standalone file (meaning just the content file itself, separate from the project or end use that is expressly permitted) is strictly prohibited.

      4. Falsely representing authorship and/or ownership of the Licensed Asset is strictly prohibited.

  3. Licensee agrees not to use the Licensed Asset in pornographic, fraudulent, immoral, infringing, illegal, harassing, offensive, or defamatory material, is strictly prohibited, including, without limitation, any use of the Licensed Asset that:

    1. contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships;

    2. contains any information or content that you know is not correct and current; or

    3. promotes racism, bigotry, hatred or physical harm of any kind against any group or individual.

    4. may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal.
    5. may create a risk of any other loss or damage to any person or property.
    6. seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
    7. may constitute or contribute to a crime or tort.
  4. Restrictions on use of Model uploaded for Editorial Use only:

    1. Use of Model/Editorials for any purpose other than as expressly provided by the license you purchased with respect to such Model/Editorials is impermissible.

    2. Use of model/editorials for portraying it in a way that a reasonable person would find offensive defamatory, deceptive, obscene, libelous, immoral, criminal, or illegal which includes but is not limited to acts depicting a Model uploaded for editorial use only on this website for pornography, adult videos, adult entertainment venues, escort services, dating services, or as suffering from, or medicating for, a physical or mental ailment; or engaging and promoting any activities against the nation state.

    3. Using the ‘model for editorial use’ for any other purpose other than for editorial use is prohibited.

    4. Use any Model/Editorials (in whole or in part) as a trademark, service mark, logo, or other indication of origin, or as part thereof is prohibited

    5. Falsely represent, expressly or by way of reasonable implication, that any Model/Editorials were created by you or a person other than the copyright holder(s) of that Model/Editorials is prohibited.

  5. Licensee agrees to download and use only those contents that are legally not prohibited to be put to use as per the rules and regulations of any Country other than India and agrees to waive all rights to set forth any claim against the Licensor on any date subsequent to the purchase and prior to download, the content is found to be prohibited to be put to use in such Country.

  1. TENURE AND TERMINATION
    1. For those licensees who are enrolling themselves for Annual or monthly subscription, shall get tenure extension and sustenance as per the Terms of Subscription.

    2. Pixemix Worldwide may terminate this License Agreement at any time if Licensee breaches any of the terms of this or any other agreement with Pixemix Worldwide, in which case Licensee must immediately: cease using the License Asset; delete or destroy any copies; and, if requested, confirm to Pixemix Worldwide in writing that Licensee has complied with these requirements. If Licensee uses the Licensed Asset on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Licensed Asset for its own purpose or in a way that is contrary to this License Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Pixemix Worldwide’s request, Licensee agrees to remove any content from such platform or website.

    3. Notice: Licensor may choose to give one-month prior notice in case of infringement and/or breach of terms of this agreement before initiating any legal proceedings against the licensee. However, reserves right to immediately terminate the agreement by notifying the breach on official communication mail to the Licensee.

    4. Termination of this Agreement shall not excuse any failure to perform or breach of this Agreement by Licensee or Licensor, and Licensor and Licensee shall each be entitled to all remedies under this Agreement and at law or equity with respect to such failure or breach.

    5. Transition and Curial Period: Following notice of the termination of the Advisory Agreement or of this Agreement, Licensee shall have no greater that one hundred twenty (120) days (such time period being the “Transition Period”) to cease use of the IP Rights. Notwithstanding anything to the contrary herein, during the Transition Period, Licensee may continue using the existing materials containing the IP Rights subject to the terms and conditions of this Agreement. Following the Transition Period, Licensee shall immediately and permanently discontinue all use of the IP Rights, and further will remove all uses of Pixemix Worldwide names, domains, or any licensed asset/content published on the website and appurtenant IP Rights, and any new or future policies & standards; Licensor’s trade secrets; refrain from using any other mark, name, design, or any other designation confusingly similar to the designation “Pixemix” or any of the other IP Rights cognit to the Licensed Asset/Content so published on the website.

    6. Licensor may discontinue licensing the Licensed Asset at any time in its sole discretion. Upon notice from Licensor, or upon Licensee’s knowledge, that a Licensed Asset may be subject to a claim of infringement of a third party’s right, Licensor may require Licensee to immediately, and at Licensee’s own expense: cease using the Licensed Asset, delete or destroy any copies; and ensure that Licensee’s clients, distributors and/or licensees do likewise. Licensor will provide you with replacement content (determined by Licensor in its reasonable commercial judgment) free of charge, as its sole obligation, subject to the other terms of this License Agreement.

    7. njunctive Relief. Licensor and Licensee acknowledges and agrees that a breach or threatened breach by Licensee, its Controlled Affiliates, or any of their Representatives of any of the terms or conditions of this Agreement, will cause immediate and irreparable harm and damage to the other parties, and that monetary damages will be inadequate to compensate the other party for such breach. Accordingly, Licensor and Licensee agree that Licensor and Licensee shall, in addition to any other remedies available to them at law or in equity, be entitled, without posting bond or other security, to seek an injunction from any court of competent jurisdiction enjoining and restraining any breach or threatened breach of the terms or conditions of this Agreement by Licensee, its Controlled Affiliates or Licensor, its Affiliates; or Representatives of any party.

    8. Tenure of this agreement shall be 18 months effective immediately from the date of signing in and checking into “I agree/I Accept” option on the webpage as extended time and again with mutual consent and on the terms agreeable to the Licensor.
  1. OWNERSHIP AND INFRINGEMENT:
    1. Ownership. Licensee acknowledges and agrees that the IP Rights and the goodwill associated with the IP Rights in the licenced Asset/content published on the website, are owned by Contributor and are the transferable property vested in Licensor as per the terms of Contributors License Agreement and can be used only with Licensor’s prior written consent as granted through this License. Licensee purchasing exclusive usage licensed content shall be righteous to use the content for lifetime. In addition to this, those licensees who have subscribed for annual or monthly membership with Pixemix Worldwide, shall be righteous to use the license of the content for such tenure as specified in the Terms of Subscription as the case may be. Licensee will retain the goodwill in its business apart from the goodwill associated with the use of the Licensed Asset/Content. Licensee further acknowledges and agrees that upon the termination of this Agreement all of Licensee’s rights in the Licensed Asset/Content shall cease, and Licensee shall have no interest in or right to use any of the IP Rights pertaining to the Licensed Asset/Content. Licensee will not in any manner represent that it owns the IP Rights or any part or component of the IP Rights, and Licensee hereby acknowledges that its use of the IP Rights shall not create any right, title, or interest in or to the IP Rights in favor of Licensee, but that all use by Licensee of the IP Rights shall inure to the sole benefit of and be on behalf of Licensor. Should Licensee use any part or component of the IP Rights or create any expansion of the Services in violation of this Agreement, Licensee shall execute and deliver to Licensor an assignment of all rights Licensee might have created in any work, trademark, or other intellectual property right using or including the IP Rights together with any goodwill associated with the IP Rights for such expansion of the services on the website. Licensee further acknowledges and agrees that Licensee will not at any time do, or cause to be done, any act or thing to contest, oppose, seek to invalidate or in any way impair or intend to impair the validity or enforceability of any applications, registrations, or rights in or for the IP Rights or any of Licensor’s exclusive right, title and interest in the IP Rights.

    2. Infringement. During the Term of the License, Licensee shall promptly notify Licensor in writing of any suspected or actual infringement of the IP Rights pertaining to the Licensed Asset as may come to Licensee’s attention. In the event of any suspected or actual infringement, Licensor has the right, but not the duty, to take any legal action or other measures to protect the content against such infringement. Similarly if it is found that the Licensee has engaged into the activity that infringes the IP Rights of the Contributor vested in the content so published on the website shall cooperate with Licensor in any such actions or measures at Licensor’s request and sole expense. In any action brought by Licensor:

      (a) Licensor shall retain full control thereof, including the settlement or other disposition of the action; and (b) any recovery shall be solely for the account of Licensor.

  1. AUDIT

    Upon reasonable notice, Licensee agrees to provide to Licensor sample copies of projects or end uses that contain Licensed Asset, including by providing Licensor with free of charge access to any pay-walled or otherwise restricted access website or platform where the Licensed Asset is reproduced. In addition, upon reasonable notice, Licensor may, at its discretion, either through its own employees or through a third party, conduct audit of Licensee’s records directly related to this License Agreement and Licensee’s use of the Licensed Asset in order to verify compliance with the payment and other terms of this License Agreement.

  1. DISCLAIMER OF WARRANTIES

    Licensee’s use of the licensed asset is at licensee’s own risk. The licensed asset is provided on an "as is" and "as available" basis, without any warranties of any kind, either express or implied. Licensor and the shop owner hereby disclaim all warranties of any kind, whether express or implied, statutory or otherwise, including but not limited to any warranties of merchantability, non-infringement and fitness for particular purpose. the foregoing does not affect any warranties which cannot be excluded or limited under applicable law.

  1. INDEMNIFICATION
    1. Licensee agrees to defend, indemnify and hold harmless the Licensor, its affiliates, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including but not limited to reasonable attorneys’ fees) arising out of or relating to Licensee’s (or anyone acting on Licensee’s behalf, including, without limitation, service providers) (i) violation of this License Agreement, (ii) use of the Licensed Asset in violation of law, rules or regulations, or (iii) use of the Licensed Asset violation of third party rights where such violation is due to the modification of the Licensed Asset.

    2. Licensor at all times shall be excluded of all legitimate claims and liabilities arising against copied or non-original content uploaded by the principal contributor of the content published on the website under good faith

  1. CONFIDENTIALITY
    1. Nondisclosure of Confidential Information: None of Licensee, its Controlled Affiliates, Licensor, its Affiliates or their Representatives shall disclose or use any Confidential Information that is furnished, or to be furnished, to any of them by the other parties at any time or in any manner other than as permitted by this Agreement.

    2. Licensor at all times shall be excluded of all legitimate claims and liabilities arising against copied or non-original content uploaded by the principal contributor of the content published on the website under good faith

    3. Non-Confidential Information: Notwithstanding the foregoing confidentiality provisions of this Section, at no time shall any content created by Licensee for the purpose of publicly advertising or marketing the products and services of the Licensee be considered Confidential Information except the licensed asset as honoured through this agreement.

  1. LIMITATION ON TIME TO FILE CLAIMS

    To the maximum extent permitted by law, any cause of action or claim you may have arising out of or relating to the licensed asset or this license agreement must be commenced within one (1) year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

  1. CHOICE OF LAW AND FORUM

    All matters relating to Licensed Asset and the License Agreement and any dispute or claim arising therefrom or related thereto (in each case, including, without limitation, non-contractual disputes or claims), shall be governed by and construed in accordance with the federal laws of India without giving effect to any choice or conflict of law provision or rule (whether of India or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, the Licensed Asset or this License Agreement shall be instituted exclusively in the federal courts of the Karnataka, India although Licensor retain the right to bring any suit, action or proceeding against Licensee for breach of this License Agreement in Licensee’s country of residence or any other relevant country. Licensee waives any and all objections to the exercise of jurisdiction over Licensee by such courts and to venue in such courts to the maximum extent permitted by law.

  1. ARBITRATION

    Licensor reserves discretion, except to the extent prohibited by law, may require licensee to submit any disputes arising from the use of the licensed asset and this license agreement, including, without limitation disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Indian Arbitration and Conciliation Act 1996 as amended by the Act of 2015 (and includes any subsequent amendments occurred if any post execution of this Agreement or Construction of this agreement), at a seat of Arbitration based at Bengaluru or at any other accessible place in Karnataka in India as consensually decided for which prior notice of such invocation is necessitated within 30 days from the date of identification of such dispute. In the case of Contributor domiciled or placed at any other Country other than India, the seat of arbitration would be in India at a consensually decided place by the parties. Language of arbitration shall be English. Jurisdiction in case of non-consensual arbitration, would be competent Courts of law in Bengaluru, Karnataka, India.

  1. WAIVER AND SEVERABILITY
    1. No waiver of by Licensor of any term or condition set forth in this License Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. However, any failure of Licensor to assert a right or provision under this License Agreement shall not constitute a waiver of such right or provision.

    2. If any provision of this License Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the License Agreement, including the Terms of Use, will continue in full force and effect.

  1. ENTIRE AGREEMENT

    This License Agreement, together with the Terms of Use and Privacy Policy constitutes the sole and entire agreement between Licensee on the one hand and Licensor on the other hand with respect to the Licensed Asset and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Licensed Asset. This License Agreement supersedes any conflicting terms set forth in the Terms of Use with respect to the Licensed Asset.

  1. NOTICES

    All notices required to be sent to Licensor under this License Agreement should be sent via email to hello@pixemix.com All notices to Licensee will be sent via email to the address provided by Licensee during account creation or purchase. All notices, consents and other communications under this Agreement must be given in writing by registered email, facsimile; hand delivery; India Post, or by commercial courier service at official mail address of the parties to the agreement. Either party may change its address for purposes of this Section by giving the other party written notice of the new address in the manner set forth above. Any notice given as set forth in this manner will be effective on the date of receipt of such notice.

  1. INTERPRETATION

    Unless the context requires otherwise, in any part of this License Agreement: (i) "including" (and any of its derivative forms, e.g. "includes"), "e.g." and "for example" means "including but not limited to"; and (ii) use of the singular imports the plural and vice versa. This License Agreement shall not be interpreted against the drafting party.

  1. BINDING EFFECT

    This Agreement shall be binding on the parties to this Agreement and their successors and permitted assigns.

  1. COUNTERPART SIGNATURES

    This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. As the instrument is electronic record, registrations and authorisations confirming consent and free will is based on electronic signature or via checking in to “I Agree/I Accept”.

  1. CONFLICTS

    In the event of any conflict between the terms of this Agreement and the terms of use or privacy policy, this Agreement shall control.

  1. FORCE MAJEURE

    Except with respect to payment obligations under this Agreement, no party shall be liable for, nor shall such party be considered in breach of this Agreement due to, any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy or terrorist, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications, power or other utility, disruption of website, hacking of website. irreversible crash of server data or programming, strike, lay off, or conditions under which any of the parties are unable to perform for situations or conditions beyond their personal control, unavailability of supplies, or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by such party with reasonable care (each, a "Force Majeure Event"). Within 72 hours of the occurrence of a Force Majeure Event, the affected party shall notify the other party of the occurrence by sending either (i) an e-mail message, or (ii) a fax message, or any other official electronic mode of communication where receipt of the same to the other party can be confirmed. In addition, the affected party shall provide to the other party within seven (7) days of determining the cause of the Force Majeure Event a written explanation concerning the circumstances that caused the Force Majeure Event. The time for performance required of the affected party shall be extended by the period of such delay provided the party is exercising diligent efforts to overcome the cause of such delay. In the event of equipment or software breakdown or failure beyond its control, Pixemix shall, take reasonable steps to minimize service interruptions and mitigate their effects but shall have no liability with respect thereto. No claims either party would be liable to raise during or after the Force Majeure declaration. All the pending claims prior to declaration of Force Majeure shall stay suspended in case of reversible breakdown or maintenance or crash or recoverable damages and the respective contracts shall stay in effect qua already published content on the website. All the pending claims other than above shall stay terminated and Pixemix shall hold no liability to mend the fiduciary obligations or satisfy any claims as the same becomes irreversible.

  1. HEADINGS & CONSTRUCTION:

    The section headings inserted in this Agreement are for convenience only and are not intended to affect the meaning or interpretation of this Agreement. The language in this Agreement will be construed as a whole according to its fair meaning and no Party will be deemed to be the drafter of this Agreement in any action that may later arise between the Parties. IN WITNESS WHEREOF, the parties have executed and delivered this Agreement effective as of the date first written above.