Terms and conditions of use
Thank you for choosing PixelAnimes.com a webpage operated and owned by PixelAnimes
LLP.
These Terms of Service (“Terms” or “Agreement”) are an agreement between you
(if signing as an individual or the legal entity you represent) (“you,” or
“Client,” which term shall mean the user of the PixelAnimes’s Services (defined
below)) and Pixelsplay LLP., a London , UK corporation with a
principal address of CANNON GREEN, 27, BUSH LANE, LONDON, EC4R 0AA, ENGLAND (“PixelAnimes”,
“Company,” “us,” or “we,” as the context requires) that governs your rights and
obligations regarding your purchase and use of the Services.
Please read the entire Agreement carefully because all of the terms are
important and together create a legal agreement that, once accepted by you,
applies to you. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT SIGN UP AND DO NOT
USE THE SERVICES. BY USING OUR SERVICES AND FINALIZE PAYMENT BY VISA/MASTERCARD
OR INVOICE, YOU AGREE TO BE BOUND BY THESE TERMS AND THE TERMS AND CONDITIONS
SET FORTH IN OUR PRIVACY POLICY WHICH CAN BE FOUND AT Privacy Policy. We
reserve the right to change these Terms from time to time and your continued
use of the Services will signify your acceptance of any adjustment to these
Terms (if you do not agree to the new terms, you should discontinue using the
Services). By using the Services, you represent that you are 18 years of age or
older and agree to be bound by this Agreement or you are the parent or legal
guardian of a minor that has an account associated with yours and you are
accepting this Agreement on their behalf. Or you are representing a company and
you confirm you can act on behalf of the Corporation/Business/company.
- Services
We are very pleased that you (“Client” or “you” as the context requires)
have engaged Pixelsplay LLP., a London corporation, (“PixelAnimes”, “Company,”
“us,” or “we,” as the context requires) to perform the services as set forth in
a statement of work (or quote, as the case may be), and any subsequent written
statement of work, which may be electronically accepted (each a “SOW” (also may
be referred to as a “Quote”) and the work thereunder, the “Services”). This
letter (the “Agreement”) is effective as of the last date of signature below
(the “Effective Date”). There are no products sold or provided under this
Agreement. Client understands and agrees that each Quote and prices provided
under our webpage will be governed by this Agreement.
- Orders, Term
The client shall acquire services by placing an order for one or more
products on PixelAnimes.com. The duration of each Statement of Work (SOW) will
be specified in the SOW document. Each SOW within this agreement will conclude
promptly upon the termination of the Agreement, unless an alternative
arrangement is agreed upon by the Company. Should you request additional
services in writing after the completion of the initial Services, the terms of
this Agreement will be considered renewed for the duration of the provision of
such additional services.
- Fee
Subject to the terms and conditions of this Agreement, we have agreed upon
the fee arrangement as more specifically set forth on the applicable Quote.
Each Quote will set forth the Services, price, and any other information
reasonably necessary for such engagement. Unless otherwise agreed by the
parties in writing, if services are required outside the scope of those set
forth in a Quote, our time will be billed at our then current hourly rates or
Company-decided fixed price. All stated prices are exclusive of any taxes, fees
and duties or other amounts, including, without limitation, value added and
withholding taxes levied or based upon such charges, or upon this Agreement
(other than taxes based on the net income of Company). Client shall pay any
taxes related to Services purchased under this Agreement or Client shall
present an exemption certificate acceptable to the taxing authorities.
Applicable taxes shall be billed as a separate item on the invoice, to the
extent possible. ALL FEES MADE TO COMPANY BY CLIENT PURSUANT TO THE SOW IS
CONSIDERED FULLY EARNED BY COMPANY AT TIME OF PAYMENT AND IS NONREFUNDABLE FOR
ANY REASON WHATSOEVER.
- Payment Invoices
Unless otherwise set forth on a Quote, Client agrees to pre-pay Company the
price stated on any Quote, prior to the commencement of the applicable
Services. Except as set forth herein or on the applicable invoice, each invoice
is payable upon receipt. Past due payments shall bear interest at a rate of one
percent (1.0%) per month and you shall be liable for all reasonable costs and
expenses (including, without limitation, reasonable attorney’s fees) incurred
by us in collecting any past due payments. If any amount is not paid when
requested or if any invoice is not paid within fifteen (15) days after the date
of the invoice, then we reserve the right to discontinue providing services
until all amounts past due are paid in full, and/or terminate immediately this
Agreement and any Quote. A Quote may require you to deliver an initial
retainer, which will be applied to the fees for Services. Upon exhaustion of
the initial retainer, and each subsequent retainer, we may ask for an
additional retainer in an amount approximately equal to any anticipated
additional charges and expenses to be incurred.COMPANY MAY ASK CLIENT TO PAY
UPFRONT BEFORE STARTING ON A PROJECT, THESE PAYMENTS WILL BE DONE BY USING
VISA/MASTERCARD FROM PIXELANIMES.COM.
- Work for Hire
Upon payment in full to Company of all sums due under a Quote and this
Agreement, all “creative elements” provided as part of the Services specified
in the Quote will become the property of the Client and all of Company’s title
and interest in such creative elements (other than Company’s Pre-Existing Work)
will vest in the Client and be deemed a “work made for hire” for copyright
purposes, provided, however, unless the Company has agreed in writing with
Client to the contrary, that Company is herewith granted a non-exclusive
license to utilize any such creative elements for in its business development
efforts and marketing materials. Nothing contained in this Agreement shall be
deemed to transfer, convey or assign to Client any of Company’s rights in any software,
information or other intellectual property which was previously owned by
Company prior to the provision of the creative elements and/or services
furnished hereunder and/or created independently and without reference to any
materials or information of Client (“Pre-Existing Works”); provided, however,
that if and to the extent any Pre-Existing Works are or have been provided to
Client as part of the creative elements contemplated by this Agreement, in
connection with the foregoing grant of the rights to the creative elements,
upon payment of all applicable Quote Fees in full, Company grants to Client a
royalty-free license in and to such Pre-Existing Works, to use and display same
in conjunction with said creative elements.
- Change Management Procedures
It may become necessary to amend a Quote for reasons including, but not
limited to, the following: (i) changes to the statement of work and/or
specifications for the Services, (ii) changes to the milestone invoice or
payment schedule, (iii) changes to the project schedule due to unavailability
of resources which are beyond either party’s control, and/or, (iv) technical
conditions not previously identified. In the event either party desires to
change a Quote, the following procedures shall apply:
The party requesting the change will deliver a “Change Request” to the other
party by email. The Change Request will describe the nature of the change, the
reason for the change, and the effect the change will have on the scope of
work, the project schedule and costs.
A Change Request may be initiated either by Client or by Company for any
changes to the Quote. The parties will evaluate the Change Request and
negotiate in good faith the changes to the Services and additional fees, if
any, required to implement the Change Request. If both parties agree to
implement the Change Request, both parties will sign the Change Request,
indicating the acceptance of the changes by the parties.
Upon acceptance of the Change Request and prepaying any additional Service
fees associated therewith, said Change Request will be incorporated into, and
made part of, the applicable Quote.
Company is under no obligation to proceed with the Change Request until such
time as the Change Request has been agreed upon in writing by both parties
(which may be by email).
Whenever there is a conflict between the terms and conditions set forth in a
fully executed Change Request and those set forth in the original Quote, or
previous fully executed Change Request, the terms and conditions of the most
recent fully executed Change Request shall prevail.
- Termination
Either party has the right to terminate this Agreement or any Quote for any
reason, including the ending of Services that are already underway, upon
written notice to the other. In the event of Company’s termination of the
Agreement or any SOW, Client shall pay Company for all Services performed under
the affected SOWs up to the effective date of termination at the agreed upon
prices, fees and expense reimbursement rates. In the event of Client’s
termination of the Agreement or any SOW by Client, Company will retain all
previously paid fees by Client corresponding to the affected SOW, and Client
shall pay any remaining fee associated with the Services performed under the
affected SOWs up to the effective date of termination at the agreed upon
prices, fees and expense reimbursement rates within two (2) calendar days of
the effective date of termination.
- Revisions
Unless otherwise stated “Unlimited Revisions” in a Quote/ and or invoice
from the company, we offer up to three (3) revisions of each stage of the
Services; provided, however, once a revision is accepted by you, any further
revisions must be under a Change Request. Client is required to request any
revision no later than two (2) calendar days (time being of the essence) after
delivery of same by us (and if any revision is requested after such time, we
may require you to submit a Change Request for such revisions). Company is not
responsible for failing to meet deadlines or timelines if revisions, feedback,
/ or approval are not provided to us within said 2-day period and/or in case of
“Unlimited Revisions” provided in a Quote/Invoice from Company. Notwithstanding
the foregoing, this Section does not include revisions to any voiceover acting
or voiceover services (“VO”)provided by Company; Company will charge Client for
any changes, revisions, digital editing, or modification to the VO requested by
Client via a Change Request prior to Company providing the revised VO.
- Archived / Inactive Projects
Your project will be marked as archived/ inactive if you have not responded/
replied to company’s emails/ calls/ text messages about the Services for more
than 30 days without any prior notice. Hundred percent (100%) of the total
decided project fee will be charged by the company to reactivate your project
and resume working on it. A new project’s timeline/ deadline will be shared by
the company after projects reactivation.
- Publicity
Unless the Company has agreed in writing with Client to the contrary, you
agree that we may use your name, logo and a general description of the Services
performed in our business development efforts and materials. The foregoing
provision shall survive the termination or expiration of this Agreement.
Additionally, from time to time, Company may request a testimonial from you.
- Non-Solicitation
The parties acknowledge that Company’s employees, contractors,
sub-contractors and staff members are valuable assets of Company (collectively,
“Company Personnel”). Accordingly, unless otherwise agreed to in writing,
during the Term and one (1) year thereafter, Client agrees not to solicit,
hire, offer to hire, subcontract, or otherwise do business with any Company
Personnel (including direct or indirect employment, such as through a temporary
staffing firm or on a freelance basis) or otherwise induce any Company
Personnel to terminate, and/or otherwise alter the terms of, his or her
relationship with Company. As a material inducement to our making introductions
or other efforts by us, you agree that you shall not, directly or indirectly,
participate, solicit, initiate, or encourage dealings with any Company
Personnel to whom you were introduced by us with regard to any Services without
the prior written consent and participation of us, and shall not in any way,
directly or indirectly, circumvent your obligations to us, or our rights under
this Agreement. Further, you agree that should a Company Personnel contact you
during the Term or one (1) year thereafter, you shall immediately notify us of
such contact and instruct the Company Personnel to contact us directly.
Therefore, you agree that Company shall be entitled to injunctive and other
equitable relief without bond or other security in the event of such breach in
addition to any other rights or remedies, which the Company may possess or be
entitled to pursue.
- Independent Contractor; Taxes
The parties to this Agreement recognize and agree that each is operating as
an independent contractor and not as an agent of the other. This Agreement
shall not constitute a partnership, joint venture, agency relationship,
fiduciary relationship or other joint enterprise among the parties and neither
party can be bound by the other to any contract, arrangement, or understanding
except as specifically stated herein. Each party shall be responsible for the
acts, negligence and omissions of its employees, agents, servants and
subcontractors. Company shall have sole responsibility of payment due in
relation to all withholding, payroll and employment taxes, workers
compensation, insurance premiums, and all other taxes and charges incidental to
rendition of such services hereunder.
- Third-Parties.
Third-Party Materials. The Services may include or operate in conjunction
with materials and information, including documents, data, know-how, ideas,
methodologies, specifications, software, content, and technology, in any form
or media, in which a third-party owns Intellectual Property Rights
(“Third-Party Materials”). We may identify to you Third-Party Materials we
included in or that are required for use with the Service. All Third-Party
Materials are provided pursuant to the terms and conditions of the applicable
third-party license agreement; Client shall comply with all such third-party
license agreements. Company does not monitor nor have any control nor input
over the Third-Party Materials. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS”
AT THE TIME OF THAT THE SERVICES ARE PROVIDED AND ANY REPRESENTATION OR
WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CLIENT
AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. COMPANY
HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, REGARDING THE FUNCTIONALITY, PERFORMANCE, AND COMPLETENESS OF THE
THIRD-PARTY MATERIALS. We shall have no liability whatsoever arising from or
relating to your use of Third-Party Materials. Any use of Third-Party by you is
entirely at your own risk and discretion, and you should ensure that you are
familiar with and approve of the terms on which tools are provided by the
relevant third-party providers. Any breach by Client of this Section will be
deemed a material breach of this Agreement.
Third-Party Links. Certain content available via the Services may include
hyperlinks from third parties. Third-party links on our site may direct you to
third-party Websites and/or services that are not affiliated with us. We are
not responsible for examining or evaluating the content or accuracy, and we do
not warrant and will not have any liability or responsibility for any
third-party materials or Websites and/or services, or for any other materials,
products, or services of third parties. We are not liable for any harm or
damages related to the purchase or use of goods, services, resources, content,
or any other transactions made in connection with any third party with whom you
connect via the Services or our site. Please review carefully the third party’s
policies and practices and make sure you understand them before you engage in
any transaction. Complaints, claims, concerns, or questions regarding
third-party products should be directed to the third-party.
- General Provisions
Governing Law and Venue. For any claim, cause of action, or dispute you have
against us that arises out of or relates to these Terms or Services, you agree
that it will be resolved exclusively in the courts located in the city of
London. You also agree to submit to the personal jurisdiction of either of
these courts for the purpose of litigating any such claim, and that the laws of
the United Kingdom will govern these Terms and any claim, without regard to
conflict of law provisions.
Class Action Waiver. Any proceeding to resolve or litigate any dispute in
any forum will be conducted solely on an individual basis. Neither you nor we
will seek to have any dispute heard as a class action or in any other
proceeding in which either party acts or proposes to act in a representative
capacity. No proceeding will be combined with another without the prior written
consent of all parties to all affected proceedings. You also agree not to
participate in claims brought in a private attorney general or representative
capacity, or any consolidated claims involving another person’s account, if we
are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A
CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US
INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL
ARBITRATIONS.
Survival. The respective rights and obligations of the parties to this
Agreement shall survive any termination of Company’s services to the extent
necessary to the intended preservation of such rights and obligations.
Entire Agreement. This Agreement is the complete agreement between the
parties concerning the subject matter of this Agreement and replaces any prior
oral or written communications between the parties, except as agreed between
the parties. There are no conditions, understandings, agreements,
representations, or warranties expressed or implied, that are not specified
herein. This Agreement may only be modified by a written document executed by
the parties hereto.
Liability. In no event shall Company, its respective affiliates, officers,
directors, employees, agents or suppliers be liable for any special,
incidental, indirect or consequential damages, or lost revenue, lost profits,
or lost or damaged data, whether arising in contract, tort (including
negligence), or otherwise, even if Client has been informed of the possibility
thereof. Company disclaims and Client waives, all liability arising from third
party service providers, including website hosting companies, which may be
providing services to Client (the foregoing waiver does not preclude Client
from pursuing its claims directly with any such third party). All liability of
Company, its affiliates, officers, directors, employees, agents and suppliers
collectively for claims arising under this Agreement or otherwise howsoever
arising shall be limited to the amount paid by Client to Company pursuant to
the relevant Quote during the one (1) month preceding the event or
circumstances giving rise to such liability. This limitation of liability is
cumulative and not per-incident (i.e., the existence of two or more claims will
not enlarge this limit). The limitation of liability shall not apply to any
breach of any license or indemnity obligation hereunder.
Indemnity. Customer shall indemnify, defend, and hold Company, and its
officers, directors, employees, successors and assigns (“Indemnified Parties”)
harmless from and against any and all losses, damages and costs (collectively,
“Claims”), incurred by, borne by or asserted against any of the Indemnified
Parties to the extent such Claims in any way relate to, arise out of or result
any actual or alleged infringement or misappropriation of any patent,
copyright, trademark, trade name, trade secret or other proprietary or
intellectual property right by any materials or software provided by Customer
pursuant to this Agreement. Customer shall also indemnify, defend, and hold
Indemnified Parties harmless from and against any and all Claims, incurred by,
borne by or asserted against any of the Indemnified Parties to the extent such
Claims in any way relate to, arise out of Client’s breach of any of the
representations, obligations, or warranties set forth by Client in this
Agreement.
Disclaimer. Except as specified in this section, Company hereby disclaims
and Client waives all representations, conditions and warranties (whether
express, implied, or statutory), including without limitation, any warranty or
condition (a) of merchantability, fitness for a particular purpose,
noninfringement, title, satisfactory quality, quiet enjoyment, accuracy, (b)
arising from any course of dealing, course of performance, or usage in the
industry. To the extent an implied warranty cannot be disclaimed, such warranty
is limited in duration to the applicable express warranty period. Client’s sole
and exclusive remedy for breach of warranty shall be, at Company’s option,
re-performance of the services; or termination of this Agreement or the
applicable Quote and return of the portion of the service fees paid to Company
by Client for such non-conforming services.
Assignment. Neither this Agreement nor any right or obligation under this
Agreement shall be assigned by Client without Company’s prior written consent,
which will not be unreasonably withheld or delayed. Any attempted assignment
shall be void and of no effect.
No Third-Party Beneficiaries. This Agreement is for the sole benefit of the
parties hereto and their authorized successors and assigns. Nothing
herein, express or implied, is intended to or shall confer upon any person or
entity, other than the parties hereto and their authorized successors and
assigns, any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
Attorneys’ Fees. In any suit or proceeding relating to this Agreement the
prevailing party will have the right to recover from the other its costs and
reasonable fees and expenses of attorneys, accountants, and other professionals
incurred in connection with the suit or proceeding, including costs, fees and
expenses upon appeal, separately from and in addition to any other amount
included in such judgment. This provision is intended to be
severable from the other provisions of this Agreement, and shall survive
expiration or termination and shall not be merged into any such judgment.
Force Majeure. Except for the obligation to pay monies due and owing,
neither party shall be liable for any delay or failure in performance due to
events outside the defaulting party’s reasonable control, including, without
limitation, acts of God, earthquakes, labor disputes, industry wide shortages
of supplies, actions of governmental entities, riots, war, terrorism, fire,
epidemics, pandemics, or delays or failures of common carriers or other
circumstances beyond its reasonable control. The obligations and
rights of the defaulting party shall be extended for a period equal to the
period during which such event prevented such party’s performance.
Severability. In the event any provision hereof, or the application thereof
in any circumstances, is held to be invalid, illegal or unenforceable by a
final or unappealable order, decree or judgment of any court, the provision in
question shall be deemed replaced with a valid and enforceable provision most
closely reflecting the intent and purpose of the original provision within the
jurisdiction of such court and the Agreement shall otherwise remain in full
force and effect in such jurisdiction and in its entirety in other
jurisdictions.
No Waiver. The waiver by either party of any right provided under this
Agreement shall not constitute a subsequent or continuing waiver of such right
or of any other right under this Agreement.
Mutual Non-Disparagement. The parties agree that neither it nor any of its
respective agents, officers, key employees or directors, will in any way
publicly disparage, call into disrepute, defame, slander or otherwise criticize
the other party or any of their services, in any manner that would damage the
business or reputation or otherwise degrade the other party’s reputation of
such other parties, their services in the business or the community or in the
entertainment industry.
Employees. The employees of Company shall throughout the Term of this
Agreement be deemed employees of Company for all purposes, and shall not be
deemed to be employees or agents of Client for any purpose. Company shall
assign the individuals (if any) requested by Client to perform the Services.
For the term of this Agreement and for one (1) year thereafter, each party
agrees not to employ any employee of the other party.
Last Updated on 01.01 2024