SELLER END USER LICENSE AGREEMENT AND TERMS OF SERVICE AGREEMENT

Pixavo, Inc., dba GoodPix (“gp”, “GoodPix”, “Pixavo”, “Us” or “We”) provides sales and marketing services, operates online websites at https://www.goodpix.co (the “Site”) and operates various applications (“Apps”) (collectively, the “Services”). This Terms of Service Agreement (the “Agreement”) governs your use of the Services.

Our Services create technological and commercial relationships between third-party retailers, advertisers and other businesses (“Merchants”), individuals and entities (“Sellers”, “You”, or “Your”) and consumers (“Consumers”). Our Services allow You to create content, monetize your content and earn commissions, by facilitating sales (“Sales”) and marketing of Merchant products and services (collectively, “Products”) and creating a convenient shopping experience to Consumers.

The Services are owned and operated by Pixavo, Inc, dba GoodPix. GoodPix has the right at any time to change or discontinue any aspect or feature of the Services including, without limitation, the content and software needed for access or use. By using the Services, you understand and agree to all terms and conditions of this Agreement.

By agreeing to this Agreement, you also agree to the GoodPix Privacy Policy and which is incorporated by reference. Please review this Agreement and our Policies carefully.

Term, Termination and Modifications
The Agreement shall be effective immediately upon your use of the Services (the “Effective Date”) and shall continue in full force indefinitely until terminated. GoodPix may terminate your use of the Services with or without cause or notice in its sole discretion, including, without limitation, if GoodPix believes that you have violated or acted inconsistently with the Agreement, if GoodPix determines, in its sole discretion, that your Content does not meet its requirements for its Services, or if your Content may jeopardize any relationships with its Merchants.
You may terminate the Agreement upon written notice to GoodPix. In the event of termination, Section 4, Section 5 and all your representations, warranties, indemnifications, and promises shall survive. Furthermore, Sections 21-29 will continue to govern any claim or dispute.
GoodPix may modify the Agreement or any other terms, such as the Privacy Policy, at any time. You should review all applicable terms regularly. GoodPix will notify You of a change through our Services, such as when You next log-in, or by other means. The new terms may be displayed on-screen and You may be required to read and accept them to continue Your use of the Apps or Sites. goodPix will also post the terms at https://www.goodpix.co and they are effective immediately upon posting. If You choose not to accept any new terms, You may close your account and/or discontinue using our Services. You acknowledge that continued use of our Services after we post or send notice of the changes means that your personal data is subject to the updated Privacy Policy.
Access to Our Services
- You may create an account on our Site by providing your name, email address and a valid payment method. Sellers who activate their email and register for the Services will be eligible to generate commissions as described herein.
- Subject to your acceptance of this Agreement, your active GoodPix account, your continuing compliance with this Agreement and any other relevant GoodPix policies, GoodPix grants to you a personal, non-exclusive, non-transferable, revocable limited license to use and display the Services and any related software (excluding source and object code) for your personal use on a mobile device or machine(s) of which you are the primary user. You agree not to use the Services for any other purpose, including without limitation to copy, distribute, assign, sell, sublicense, or prepare derivative works, except as specifically allowed in this Agreement.
- Sellers may integrate links to applicable Merchants (“Merchant Links”) into their Content, allowing their visitors to access and buy Merchant Products. Each link embedded by a Seller will identify the Seller as the source of Sale (defined below). The data collected is owned by GoodPix.
- GoodPix reserves the right to discontinue the Services or to change the content of the Services in any way and at any time, with or without notice to you, and without liability. GoodPix makes no predictions, warranties, or guarantees, express or implied, about the quality of any of the products or services provided by any Merchant, or other individual, company, or service provider utilizing the Services or featured on the Services and assumes no liability related thereto.
Eligibility, Registration and Use
- Eligibility
  THE SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS AGED 13 YEARS OF AGE OR OLDER. IF YOU ARE 13 OR OLDER, BUT UNDER THE APPLICABLE AGE OF MAJORITY IN YOUR STATE OR JURISDICTION OF RESIDENCE, THEN YOU AGREE TO REVIEW THIS AGREEMENT WITH A PARENT OR LEGAL GUARDIAN TO MAKE SURE YOU AND YOUR PARENT OR LEGAL GUARDIAN UNDERSTAND AND AGREE TO THIS AGREEMENT. IF YOU ARE THE PARENT OR LEGAL GUARDIAN AGREEING TO THE AGREEMENT FOR YOUR CHILD OVER 13 YEARS OF AGE, THEN YOU AGREE ON YOUR CHILD'S BEHALF AND FURTHER AGREE AND ACCEPT FULL RESPONSIBILITY FOR YOUR CHILD'S USE OF THE SERVICES. GOODPIX DOES NOT ENCOURAGE, SOLICIT, OR PERMIT VISITORS TO THE SERVICES WHO ARE UNDER THE AGE OF 13.
- Registration and Use
  As part of the registration process, you will select a username and password and provide certain information. You must provide accurate information. By registering for the Services, you hereby authorize GoodPix to send you emails and other communications. You are solely responsible for maintaining the confidentiality of your username and password. You may not authorize others to use your account, and you may not share, assign or otherwise transfer your account or login information to any other person or entity. You are responsible for any and all activities that are conducted through your account. GoodPix shall be entitled to assume that a user presenting your username and password is, in fact, you. You agree to notify GoodPix immediately of any unauthorized use of your account. GoodPix shall have the right at any time to change, modify or amend your username and password. You represent and warrant that the information you provide to GoodPix is accurate, true, not confidential, and not in violation of any contractual obligations or other third party rights. You agree that it is your responsibility to keep your information accurate and updated. You represent and warrant that you are not a competitor of GoodPix and are not using the Services in competition with GoodPix. You further represent and warrant that you are using the Services solely for personal reasons and that you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Services, any materials available through the Services, or GoodPix.
- Updates
  GoodPix shall have the right in its sole discretion to substitute, replace, modify or upgrade (“updates”) the Services as GoodPix deems advisable; and, all such updates shall be incorporated in and subject to this Agreement and shall be the exclusive property of GoodPix. If GoodPix shall provide you with any such updates, you will be required to utilize such version. GoodPix will only be required to support the most recent and current version provided to you
- Support
  GoodPix reserves the right at any time to discontinue, cancel, or modify the technical support provided, if any.
- Messages
  You agree to receive messages, including notices and marketing materials, through the Services or through your contact information, such as email. It is your responsibility for ensuring that GoodPix has your current email address at all times. Any notice sent to you via such email address by GoodPix shall be deemed given, received, and read by you, whether or not it actually is received and/or read.
- Automated Processing
  Our Services include making suggestions for content that may be interesting to you and others. We use the data you provide and the data we have about other users, to make these recommendations.
- Mobile Devices/Carrier Charges
  Certain portions of the Sites or an Apps may be configured for mobile devices, mobile websites, and/or mobile applications (collectively, “Mobile Media”). This Agreement shall apply with equal force and measure to your access and use of the Sites and any of the Apps through Mobile Media. If you visit, access, or use the Sites or any Apps through Mobile Media, then you hereby acknowledge and agree that information about your use of the Sites or such Apps through a mobile device and/or a mobile device carrier (such as, by way of example only, the identity of the mobile device, and/or the mobile device carrier) may be communicated to GoodPix; and that you accept full responsibility for all mobile device and carrier fees, rates, and charges that may apply, if any. The data fees, rates, and charges of your mobile device carrier may apply to your visit, access, and/or use of the Sites or any of the Apps. GoodPix is not responsible for, and you further accept full responsibility for, all mobile device and carrier fees, rates, and charges that may apply, if any.
Your Obligations
- You agree that you will not engage in (i) cookie-stuffing or any affiliate fraud techniques (including without limitation forced clicks at an affiliate site, placing affiliate links in banner ads, image cookie-stuffing, malware, or adware), or (ii) keyword stuffing or similar activities in connection with the name, branded or trademark terms (or any variations or misspellings thereof) of any Merchant or GoodPix (including without limitation loading a webpage with such terms, in hidden text or source code, in a domain or sub-domain, or in emails/newsletters), or (iii) the act of bidding on or subsequent purchase of the name, branded or trademark terms (or any variations or misspellings thereof) of any Merchant or goodPix in connection with any paid marketing campaigns, including without limitation, search engines, social media platforms or display networks (collectively, “Paid Marketing Campaigns”), or (iv) any affiliate fraud techniques to hide such bidding or purchasing activities (including without limitation reverse IP-geo-targeting, day-parting, disposable URLs, or front websites). You agree that you will not include the name, branded or trademark terms (or any variations or misspellings thereof) of any Merchant or GoodPix in the display URL or in connection with the ad copy of any Paid Marketing Campaigns. You may not use Merchant Links to link directly to a Merchant site in connection with any Paid Marketing Campaign. You may not use Merchant Links in any downloadable software application without the prior written approval of GoodPix.
- You agree that systematic retrieval of data from the Services to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of GoodPix is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein. You may not engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Services, in any manner or in any quantities not authorized by GoodPix. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of GoodPix or its affiliates without prior express written consent. You may not use any meta tags or any other “hidden text” utilizing GoodPix's name or trademarks without our express written consent.
- You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section or to interfere or attempt to interfere with the proper working of the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host's infrastructure. You agree that you will not knowingly provide false information to sabotage or otherwise negatively affect the Services.
- You agree not to copy, transcribe and/or publish, transmit, or otherwise share, in any way, directly or indirectly, any GoodPix images, features, functionality, code or any other aspects of the Services, in whole or in part, with any third parties or on any third-party websites, including, without limitation, the use of screen shots.
- You agree you will not reverse engineer, disassemble or decompile any GoodPix prototypes or software, nor any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder. To the extent you breach this Section, any software, trade secrets, inventions, improvements, or other intellectual property resulting from such non-permissible use will be the property of GoodPix (“Derivative Work Product”). You hereby automatically, irrevocably and always SELL, ASSIGN, CONVEY, AND OTHERWISE FULLY TRANSFER all right, title, and interest in such Derivative Work Product, including all rights in the patents, copyrights and other intellectual property rights pertaining to the Derivative Work Product. At the request of GoodPix, its successors and/or assigns, you will, without additional consideration, timely execute all papers and perform such other acts as GoodPix, its successors and/or assigns, deems necessary to ensure that GoodPix is the sole owner of all intellectual property rights in the Derivative Work Product.
- You agree and acknowledge that GoodPix is placing its confidence and trust in you. As a Seller, you will have access to GoodPix intellectual property and other Confidential Information (as defined below) that enables GoodPix to succeed in its business, that is proprietary in nature and is the exclusive property of GoodPix. GoodPix, in its sole discretion, may choose which Confidential Information it shares with you, and may alter or discontinue sharing at any time, at its sole discretion. You agree to protect all Confidential Information and to use it only for the benefit of GoodPix. See Section 21 for further terms. You covenant and agree that during the term of this Agreement and for one (1) year following the Termination hereof for any reason, you will not directly or indirectly engage in or carry on any business that is in competition with the Business of GoodPix. For purposes of this Agreement, “Business of GoodPix” shall include the Services as defined above.
- You agree that during the term you are using the Services, and for two (2) years thereafter, you will not use GoodPix materials, information or other resources obtained or accessed by you in connection with your use of the Services to compete with GoodPix or to solicit Sellers, Merchants, vendors, Developers, or agents, employees or affiliates or GoodPix away from a business relationship with GoodPix.
- You agree to be bound by any application, forum, or specific rules published within the Service.
- You agree to comply with any and all applicable national, federal, state and local laws, statutes, rules, regulations and orders (collectively, the “Laws”), in connection with your use of the Services, including, without limitation, Laws requiring you to disclose the nature of your relationship with GoodPix and/or Merchants, and all related FTC and similar consumer protection and privacy-related Laws and guidelines. By way of example and not limitation, you agree, represent and warrant compliance with the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising, FTC's Endorsement Guidelines: What people are asking and the FTC's .com Disclosures. You also agree that you will not utilize the Services to facilitate or encourage, directly or indirectly the violation of any Law, including the laws, statutes, rules, regulations or orders of any foreign nation or any treaty among nations. You also agree that in the event that GoodPix requests that you revise any disclosures, including FTC or ASA disclosures, that you will cooperate with GoodPix and respond as quickly as possible to resolve any potential actions.
- Requirement of Privacy Policy.
  Sellers are solely responsible for ensuring that their own website, application or other content take all necessary and proper measures to protect personal privacy, including following a written Privacy Policy posted on such sites, and adhering to all appropriate regulations, laws and other requirements. You must include in your disclosures all the information related to consumer data collection practices, a link to FTC Consumer Guide on Online Tracking, and a link to the GoodPixPrivacy Policy and any other applicable policies for GoodPix Services.
- Agents.
  If you are an agent (attorney-in-fact) representing a Seller, you represent and warrant that you have full legal power and authority to act on the Seller's behalf, without any court approval or supervision, to enter into this Agreement and bind the Seller. As part of the application process, you agree to submit to GoodPix documentary evidence of your agency status, such as a copy of the relevant power of attorney agreement. You agree that both you personally and the Seller you represent are bound by this Agreement. You agree to make all required disclosures and updates to the Seller in relation to this Agreement and the Services. You agree to immediately notify GoodPix of any change in your status or authority to act as an agent for the Seller and you consent to any inquiry by GoodPix to the Seller relating to this Agreement or the conduct of the Seller's business associated therewith, including but not limited to the relationship between you and the Seller.
Your Content
- You represent, warrant and agree that you are the exclusive owner of your Content and/or you have all rights, licenses, consents and releases necessary for the Content that you make available on the Services, including the right to grant all of the rights and licenses in this Agreement without GoodPix incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you. You further represent, warrant and agree that your Content does not infringe, misappropriate or violate a third party's intellectual property rights, a third party's rights of publicity or privacy, or any other law or regulation
- License. You grant to GoodPix a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform and publicly display your Content for the purpose of operating, promoting, and improving the Services. Without limiting the above, you grant to GoodPix the right to syndicate your Content for any purpose, including without limitation the right to use such syndicated Content to promote the GoodPix brand. You further grant to GoodPix all rights necessary to facilitate your use of a third party's site, app or services that require syndication or other use of your Content in connection with GoodPix. You further grant to GoodPix a non-exclusive, worldwide, royalty-free license to use your trademarks and logos for the purpose of promoting your use of GoodPix Services. GoodPix agrees to reasonably comply with any requirements you provide concerning the style, design, display and use of your trademarks and logos.
Inappropriate Content
You may not post inappropriate Content in connection with the Services. Inappropriate Content includes anything GoodPix, in its sole discretion, determines to be offensive or inappropriate for inclusion or use on the Services. It includes, without limitation, Content that:
- impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity, or creates a false identity for purposes of misleading others;
- promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another's privacy, hateful, discriminatory based on race / sex / religion / nationality / disability / age / sexual orientation, directed toward children under 13 years of age pursuant to the Children's Online Privacy Protection Act (see also, FTC's Children's Privacy Site at http://business.ftc.gov/privacy-and-security/childrens-privacy), or otherwise objectionable;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- you do not have the right to disclose under contract or applicable law;
- contains software viruses or any other technology designed to interrupt, destroy or limit the functionality of the Services;
- involves the transmission of "junk mail", "chain letters" or unsolicited mass e-mails – "spam";
- uses automated scripts or other technology to collect information from or otherwise interact with the Services or other users without their consent;
- engages in solicitation activities such as pyramid schemes;
- provides material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- includes other people's personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or
- violates or encourages or facilitates the violation of any applicable local, state, national or international law, including but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
Promotions
GoodPix may, in its sole discretion, provide Sellers with access to special promotional programs, including those initiated and conducted in collaboration with one or more third-parties (“Promotions”). Participation in any such Promotions by Sellers is voluntary. All benefits and responsibilities relating to the Promotions shall be governed by the terms and conditions of such Promotions, and Sellers participating in such Promotions agree to be bound by all such terms and conditions. Any Sellers participating in Promotions hereby agree and acknowledge that a breach of any Sellers' obligations under such Promotions will constitute a breach of this Agreement by such Sellers. Moreover, if the terms of any Promotions require a sharing of commissions or Referral Fees generated by the Promotions with a third party or parties, such participating Sellers agree that such commissions or Referral Fees will be shared among third-party and the participating Sellers (i.e., it will not be paid out of GoodPix's Revenue Share, as defined below). GoodPix may change, suspend, or discontinue any aspect of Promotions at any time, including the availability of any Promotions, and reserves the right to make certain Promotions available only to select Sellers, and to remove any Sellers from any Promotion at any time, in GoodPix's sole discretion.
Commissions
- When a reader uses a Merchant Link on Content and purchases the item (“Sale”), a commission will be credited to the Seller. Commission rates vary and are established by the Merchant on a product-by-product basis.
- “Paid Commissions” will be deposited into the account designated for Seller's commissions (the “Seller Commission Account”) when such commissions are Closed AND once GoodPix receives the commission payment from the Merchant. A “Pending Commission” is the tracking of a potential Commission which has not reached “Closed” status. A commission is considered “Closed” when a product purchased using a Seller's Merchant Link can no longer be returned, based on the Merchant's return policy. A sale may go from “Pending” to “Closed” to “Paid”. Paid means that GoodPix has received a commission payment from the Merchant for any commissions earned on the product and GoodPix then deposits into the Seller's Account. The period in which a commission Closes is established solely by the Merchant and will likely change from time to time. GoodPix is not responsible for unpaid commissions and will only deposit Paid Commissions into the Seller's Commission Account once GoodPix receives the commission payment from the Merchant.
- Closed and Paid Commissions are payable to the Seller on a bi-monthly basis, provided the Seller's Commission Account equals U.S. $100.00 or more and the Seller is in good standing. Closed Commissions shall be paid to the Seller via Stripel, or by any such other payment method acceptable to GoodPix.
- If GoodPix terminates a Seller's Commission Account for any reason, or if the Seller unsubscribes from the Services or terminates their account, then any Commissions Closed as of the date of termination in an amount over U.S. $100.00 will be paid to the Seller. All pending commissions that have not Closed as of the date of termination and Closed Net Commissions totaling less than U.S. $100.00 are forfeited.
- If any payment processed or attempted by GoodPix to Seller is rejected, returned, or otherwise unsuccessful, GoodPix will attempt to resend. You will be charged the relevant fees for each payment attempt, regardless of whether the payment is successfully received. If a payment is returned, rejected, or otherwise unsuccessful for two (2) consecutive payments, GoodPix may, in its sole discretion, suspend or otherwise place a hold on the Seller's Commission Account until the issue is fully resolved, as determined by GoodPix in its sole discretion.
- If there is little to no activity in a Seller Commission Account for eighteen (18) consecutive months, GoodPix may, in its sole discretion, suspend or terminate the Seller Commission Account.
- Seller acknowledges and agrees that any and all Closed Commission payments, which may be due hereunder, are to be paid to Seller exclusively by GoodPix. All such commission related claims shall be directed to GoodPix only and Seller shall not seek or otherwise make any claim for commission payments from any Merchant.
New User Referrals
- Sellers may refer other Sellers to GoodPix using the GoodPix referral program (“Refer a Friend”). Sellers must be “New Users” and set up a new Account and Subscription. Misuse of this feature will result in loss of privileges, including forfeited commissions, at GoodPix's sole discretion.
- Sellers who refer a New User, that is acceptable to GoodPix and that registers for the Services (each, a “Referred Account”), will receive $10 in “Seller's Commission Account” for each New User. Likewise, the New User will also receive $10 in New User's Commission Account. As a reminder, all Seller's Commission Accounts are paid only when the total amount is over U.S. $100.00 (including Paid Commissions and Refer a Friend Bonuses). To qualify for the commissions provided in this Section, Referred Accounts must be new GoodPix accounts not currently registered with GoodPix.
- Every Seller has access to a Refer a Friend tracking link. It is possible that a Referred Account is referred by more than one person or entity. GoodPix will assign the referral bonus using the link that was used by the New User.
- Active and Inactive Accounts. “Active Accounts” are Sellers that have a current and paid Subscription with GoodPix. An “Inactive Account” is one which does not have a current and paid Subscription to GoodPix. If a Seller Referred Account does not have an Active Account, or the account accrues less than U.S. $100.00 in total sales commissions for any 120 day period, then they are classified as an Inactive Account and GoodPix reserves the right to delete that account from the GoodPix platform and that New User will no longer be deemed a Referred Account.
Third-Party Applications
GoodPix may, in its sole discretion, provide Sellers with access to third-party applications, which interface with GoodPix application programming interfaces ("GoodPix APIs") (for purposes of this Agreement, such third-party applications are "Developer Apps"). Such Developer Apps use GoodPix APIs, but are not endorsed by GoodPix. Use of such Developer Apps by Sellers is voluntary. Use at your own risk. By using Developer Apps, you are granting Developer Apps access rights to your Content, including without limitation related metadata. GoodPix makes no representations or warranties regarding Sellers' use of any Developer Apps, which shall be governed by a separate agreement between Sellers and the owners of such Developer Apps. Sellers agree that GoodPix has no liability whatsoever for the Developer Apps, including, without limitation, providing continued access to the GoodPix APIs, technical issues related to the Developer Apps or their interaction with the GoodPix APIs, and any damages or claims caused by, arising out of or relating to the Developer Apps. GoodPix may change, suspend, or discontinue any aspect of the GoodPix APIs at any time, including the availability of any GoodPix APIs. GoodPix may also impose limits on certain features and services or restrict Developer App's access to parts or all of the GoodPix APIs or the GoodPix Services without notice or liability.
Non-Disparagement and Non-Interference.
You agree that you will not make disparaging statements about GoodPix or its Services, employees or agents or any Merchants featured on the Services at any time. For the purpose of this Agreement, "disparaging" means a statement that denigrates the reputation, goods, or services of another. Moreover, you agree that you will not take any action that could be deemed to interfere with GoodPix's relationship with any Merchant or other Seller. Without limiting any other damages or remedy available to GoodPix or a Merchant or other Seller, violation of this provision will result in loss of privileges, including forfeited commissions, at GoodPix's sole discretion.
No Guarantee of Success.
GoodPix makes no representations or warranties regarding your potential earnings, which will be influenced by a number of factors beyond the control of GoodPix. It is possible that you will not earn any money at all.
GoodPix Information and Press Releases
The Services may contain interviews, discussions, press releases and other information (collectively, “GoodPix Information”) about us, our business and our Services, including links to third-party websites that contain such Information, which are being provided as a convenience to visitors of the Services. While all Information prepared by GoodPix is believed to be accurate as of the date prepared, we disclaim any duty or obligation to update any Information. Statements concerning companies other than GoodPix should not be relied upon as being provided or endorsed by us. The opinions expressed in any Information are solely those of the author(s) and do not necessarily reflect those of GoodPix.
Links to Other Sites, Networks, Platforms and Apps
The Services may contain links to third party sites, networks, platforms or apps (“Linked Technologies”), including advertisers. However, please be aware that GoodPix is not responsible for and cannot control the terms of service or privacy policies of such other Linked Technologies. We encourage you to be aware when you leave the Services, and to read the applicable agreements for each and every Linked Technologies. The Agreement applies solely to these Services. GoodPix is not responsible for and makes no representations or warranties regarding Linked Technologies, including without limitation, the content, accuracy, opinions, functionality, or services provided in such Linked Technologies. Inclusion of any Linked Technologies on the Services does not imply approval or endorsement by GoodPix. If You decide to access any Linked Technologies, then You do so at your own risk.
Ownership of Intellectual Property
Unless otherwise specified, all materials that are part of the Services are owned, controlled, or licensed by GoodPix and are protected by law from unauthorized use. The entire contents of the Services are protected under copyright, patent, trademark, and/or other intellectual property laws. GoodPix, the GoodPix logos, and all designs are trademarks and/or trade dress of GoodPix and may not be used without the express written permission of GoodPix. All other trademarks appearing on the Services are the property of their respective owners.
You do not acquire any ownership rights by using the Services or downloading material from or uploading material to the Services. You agree not to (and shall not allow any third party to) reproduce, distribute, publish, prepare derivative works, publicly perform, publicly display, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer or exploit any right in the Services, in whole or in part, except as expressly permitted herein.
The limited licenses granted herein do not constitute a sale of the Apps or Sites, or any portion or copy thereof. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY GOODPIX. You agree to only use the Apps and Sites as expressly permitted herein.
Export Control
You agree to comply with all U.S. and foreign export laws regarding the importation and exportation of goods and services. You represent and warrant that (i) you are not located in any country to which the United States has embargoed goods or has designated as a “terrorist supporting” country; and (ii) you are not listed on any United States list of prohibited or restricted parties.
Use of Content in the Services
The content contained in the Services, and the terms, conditions, and descriptions that appear, are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination by the Merchants.
Feedback and Idea Submission
All comments, feedback, suggestions, ideas, and other submissions (“Ideas”) disclosed, submitted, or offered to GoodPix in connection with the use of the Services shall be the exclusive property of GoodPix. Such Ideas will be non-confidential and GoodPix shall have no obligations to you, contractual or otherwise. You agree that GoodPix may use, sell, exploit and disclose the Ideas in any manner, for any purpose whatsoever, commercial or otherwise, without restriction, without attribution and without compensation to you.
Digital Millennium Copyright Act
It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). If the information you are complaining about is located on a third party site or application, then you should contact that third party site or application. Please be aware that, in order to be effective, your notice of claim must comply with the detailed requirements set forth in the DMCA. You are encouraged to review them (see 17 U.S.C. § 512(c)(3)) before sending your claim.
You may notify us of alleged infringement of intellectual property rights by contacting our Designated Agent at:
Mail: Pixavo/GoodPix 20 W. Kinzie, Suite 1700 Chicago, IL 60654
Phone: (312) 872-4970
Email: legal@goodpix.co
Upon receipt of notice of claimed infringement, we will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content at issue.
Please do not send any other communications to the Designated Agent, who is appointed solely for the purposes of receiving notices of copyright claims under the DMCA.
Assignment
GoodPix may assign its rights and obligations under this Agreement freely. You may not assign any rights or obligations under this Agreement without GoodPix's written consent.
Confidentiality
Seller agrees not to disclose Confidential Information without GoodPix's prior written consent. “Confidential Information” includes without limitation: (a) analytics and/or other statistics relating to performance of GoodPix Services and/or the Business of GoodPix; (b) GoodPix APIs, source code, software, research, products, plans, services and/or developments; (c) customers, customer lists, markets, and/or Seller information; (d) Personal Information; (e) inventions, processes, formulas, technology, designs, drawings, engineering and/or configuration information; (f) performance, analytics, marketing, commission rates, financial, and/or other business information; (g) any other information designated in writing by GoodPix as “Confidential” or an equivalent designation; and (h) any information which might otherwise be reasonably considered to be confidential. Confidential Information does not include information that has become publicly known through no breach by Seller, or information that has been (i) independently developed without access to Confidential Information, as evidenced in writing; (ii) rightfully received by Seller from a third party; or (iii) required to be disclosed by law or a governmental authority. You agree that you will protect Confidential Information from unauthorized use, access, and/or disclosure with a reasonable degree of care.
Relationship
YOU ARE AN INDEPENDENT CONTRACTOR. NO EMPLOYEE-EMPLOYER RELATIONSHIP EXISTS BETWEEN YOU AND GOODPIX, AND YOU ARE NOT A PARTNER, AGENT, FRANCHISEE, JOINT VENTURER OR ENGAGED IN ANY OTHER JOINT OR COMMON UNDERTAKING WITH GOODPIX.
No Warranty / Disclaimers
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT ALLOWED BY LAW, GOODPIX AND ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS (THE “GOODPIX PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY, PERFORMANCE, NON-INTERFERENCE WITH INFORMATION, AND ACCURACY OF INFORMATIONAL CONTENT. THERE IS NO WARRANTY THAT INFORMATION PROVIDED HEREUNDER, OUR EFFORTS, OR THE SERVICES WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. GOODPIX NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE AND USE OF THE SERVICES.
GOODPIX PARTIES ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, THE SERVICES OR ANY USER COMMUNICATIONS.
GOODPIX PARTIES ARE NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE SERVICES, WHETHER CAUSED BY USERS OF THE SERVICES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SERVICES.
GOODPIX PARTIES MAKE NO WARRANTY THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE GOODPIX PARTIES OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
Limitation of Liability
WHEN PERMITTED BY LAW, GOODPIX PARTIES, TOGETHER WITH ANY THIRD PARTIES THAT MAY CONTRIBUTE TO OR BE AFFILIATED WITH THE SERVICES, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE FOREGOING PROVISION MAY HAVE THE EFFECT TO LIMITING THE LIABILITY OF THE GOODPIX PARTIES FOR THEIR OWN NEGLIGENCE, INCLUDING THEIR OWN GROSS NEGLIGENCE.
IF YOU ARE DISSATISFIED WITH THE SERVICES, OR ANY OF THE INFORMATION CONTAINED THEREON, OR REFUSE TO ABIDE BY THE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, GOODPIX PARTIES' TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT YOU PAID TO USE THE SERVICES.
Indemnification
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPLETELY HARMLESS GOODPIX PARTIES, TOGETHER WITH ANY THIRD PARTIES THAT MAY CONTRIBUTE TO OR BE AFFILIATED WITH THE SERVICES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, ATTORNEYS' FEES, EXPENSES, AND SETTLEMENTS, WHETHER GROUNDED IN CONTRACT, TORT, STATUTE, LAW OR EQUITY, INCLUDING WITHOUT LIMITATION CLAIMS ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR YOUR INABILITY TO USE THE SERVICES, THE MATERIALS THE SERVICES CONTAIN, ANY SITES OR APPLICATIONS LINKED TO THE SERVICES, ANY DEVELOPER APPLICATIONS, ANY ALLEGED VIOLATION OF THE AGREEMENT, AND ANY ALLEGED VIOLATION OF THE RIGHTS OF A THIRD PARTY. THE FOREGOING PROVISION MAY HAVE THE EFFECT TO PROVIDING INDEMNITY TO THE GOODPIX PARTIES LIABILITY AND DAMAGES ARISING FROM THEIR OWN NEGLIGENCE, INCLUDING THEIR OWN GROSS NEGLIGENCE.
Choice of Law, Venue, Claim Resolution and Class Action Waiver
The laws of the state of Illinois, without application of conflict of law provisions, will apply to any disputes arising out of or relating to this Agreement or the Services. All claims arising out of or relating to this Agreement or the Services will be litigated exclusively in the federal or state courts of Cook County, Illinois. The Agreement is fully performable in Cook County, Illinois. The parties consent to personal jurisdiction in Cook County, Illinois and hereby waive any challenge to venue and personal jurisdiction they may have to a lawsuit filed in a state or federal court in Cook County, Illinois.
Any dispute must be raised within two (2) years after the date the cause of action arose. Failure to provide the written documentation within this timeframe will render all claims related to the dispute null and void.
You further agree not to join in any lawsuit with another person or serve as a class representative of any class action lawsuit against GoodPix.
Several Notes About This Agreement and Apple
The following addresses certain matters with respect to Apple Inc. (“Apple”) and/or the so-called “Usage Rules” set forth in Apple's App Store Terms of Service (located at http://www.apple.com/legal/internet-services/itunes/us/terms.html, and last visited November 11, 2019) as of the effective date hereof (“Apple's Usage Rules”):
Acknowledgement. The Parties hereby acknowledge that:
- this Agreement is between the Parties only, and not with Apple;
- Apple is not responsible for the Sites, the Apps, or the content thereof;
- Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps;
- Apple has no warranty obligations, whether express or implied;
- Apple is not responsible for addressing any claims you or any third party have or may have relating to any of the Apps or your possession and/or use of any of the Apps, including, without limitation, (i) product liability claims, (ii) any claim that such Apps fail to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer production or similar legislation, and (iv) intellectual property infringement claims;
- this Agreement's usage rules for the Apps are not intended to be less restrictive than Apple's Usage Rules;
- Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement; and
- Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary hereof.
Amended Scope of Limited License — The Apps. If you download, access, or use any of the Apps from or through Apple's App Store, then the limited license granted to you hereunder with respect to such Apps (see section 2(c) above) is hereby amended to add the following restriction: you may not use such Apps on any device other than the Apple-brand device (e.g., iPhone, iPod Touch, iPad) that you own or control, or in any manner that is contrary to Apple's Usage Rules.
General Terms
- U.S. Government Customers.
  The Apps are a “Commercial Item” as that term is defined in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable, Commercial Computer Software and Commercial Computer Software Documentation are licensed to the U.S. Government users (i) only as Commercial Items and (2) only with those rights granted to other users under this Agreement. Unpublished rights are reserved under the copyrights of the United States.
- Force Majeure.
  GoodPix Parties shall not have any liability for any failure to perform obligations under this Agreement if such failure is caused by fire, flood, natural disaster, epidemic, act of God, strike, civil unrest, riot, insurrection, revolution, war, terrorism, lack or failure of suppliers or transportation facilities, failure of utilities or telecommunications, failure of third party software, law or governmental regulation or other cause or event which is of a magnitude or a type beyond the reasonable control of GoodPix Parties or such other party.
- Waiver/Severability/Headings.
  If any provision of the Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions will not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact will be substituted therefore. GoodPix's failure to require or enforce strict performance of any provision or to exercise any right under the Agreement shall not be construed as a waiver of any such provision or right. The headings appearing at the beginning of each section are for identification and reference purposes only and shall not be used to determine the construction or interpretation of the Agreement.
Notices/Contact Us
Any notices or communication sent to you by GoodPix will be sent to your email address on file with GoodPix, which may be updated by you in writing at any time. It is your responsibility for ensuring that GoodPix has your current email address at all times. Any notice sent to you via such email address by GoodPix shall be deemed given, received, and read by you, whether or not it actually is received and/or read.
Any notices or communications sent by you to GoodPix pursuant to this Agreement must be in writing and sent to the address specified herein or such other address as GoodPix may specify in writing.
All notices will be sent to:
Mail: Pixavo/GoodPix 20 W. Kinzie, Suite 1700 Chicago, IL 60654
Phone: (312) 872-4970
Email: legal@goodpix.co
ATTN: Legal
Effective date: November 11, 2019

SELLER END USER LICENSE AGREEMENT AND TERMS OF SERVICE AGREEMENT

By agreeing to this Agreement, you also agree to the GoodPix Privacy Policy and which is incorporated by reference. Please review this Agreement and our Policies carefully.

Term, Termination and Modifications
The Agreement shall be effective immediately upon your use of the Services (the “Effective Date”) and shall continue in full force indefinitely until terminated. GoodPix may terminate your use of the Services with or without cause or notice in its sole discretion, including, without limitation, if GoodPix believes that you have violated or acted inconsistently with the Agreement, if GoodPix determines, in its sole discretion, that your Content does not meet its requirements for its Services, or if your Content may jeopardize any relationships with its Merchants.
You may terminate the Agreement upon written notice to GoodPix. In the event of termination, Section 4, Section 5 and all your representations, warranties, indemnifications, and promises shall survive. Furthermore, Sections 21-29 will continue to govern any claim or dispute.
GoodPix may modify the Agreement or any other terms, such as the Privacy Policy, at any time. You should review all applicable terms regularly. GoodPix will notify You of a change through our Services, such as when You next log-in, or by other means. The new terms may be displayed on-screen and You may be required to read and accept them to continue Your use of the Apps or Sites. goodPix will also post the terms at https://www.goodpix.co and they are effective immediately upon posting. If You choose not to accept any new terms, You may close your account and/or discontinue using our Services. You acknowledge that continued use of our Services after we post or send notice of the changes means that your personal data is subject to the updated Privacy Policy.
Access to Our Services
- You may create an account on our Site by providing your name, email address and a valid payment method. Sellers who activate their email and register for the Services will be eligible to generate commissions as described herein.
- Subject to your acceptance of this Agreement, your active GoodPix account, your continuing compliance with this Agreement and any other relevant GoodPix policies, GoodPix grants to you a personal, non-exclusive, non-transferable, revocable limited license to use and display the Services and any related software (excluding source and object code) for your personal use on a mobile device or machine(s) of which you are the primary user. You agree not to use the Services for any other purpose, including without limitation to copy, distribute, assign, sell, sublicense, or prepare derivative works, except as specifically allowed in this Agreement.
- Sellers may integrate links to applicable Merchants (“Merchant Links”) into their Content, allowing their visitors to access and buy Merchant Products. Each link embedded by a Seller will identify the Seller as the source of Sale (defined below). The data collected is owned by GoodPix.
- GoodPix reserves the right to discontinue the Services or to change the content of the Services in any way and at any time, with or without notice to you, and without liability. GoodPix makes no predictions, warranties, or guarantees, express or implied, about the quality of any of the products or services provided by any Merchant, or other individual, company, or service provider utilizing the Services or featured on the Services and assumes no liability related thereto.
Eligibility, Registration and Use
- Eligibility
  THE SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS AGED 13 YEARS OF AGE OR OLDER. IF YOU ARE 13 OR OLDER, BUT UNDER THE APPLICABLE AGE OF MAJORITY IN YOUR STATE OR JURISDICTION OF RESIDENCE, THEN YOU AGREE TO REVIEW THIS AGREEMENT WITH A PARENT OR LEGAL GUARDIAN TO MAKE SURE YOU AND YOUR PARENT OR LEGAL GUARDIAN UNDERSTAND AND AGREE TO THIS AGREEMENT. IF YOU ARE THE PARENT OR LEGAL GUARDIAN AGREEING TO THE AGREEMENT FOR YOUR CHILD OVER 13 YEARS OF AGE, THEN YOU AGREE ON YOUR CHILD'S BEHALF AND FURTHER AGREE AND ACCEPT FULL RESPONSIBILITY FOR YOUR CHILD'S USE OF THE SERVICES. GOODPIX DOES NOT ENCOURAGE, SOLICIT, OR PERMIT VISITORS TO THE SERVICES WHO ARE UNDER THE AGE OF 13.
- Registration and Use
  As part of the registration process, you will select a username and password and provide certain information. You must provide accurate information. By registering for the Services, you hereby authorize GoodPix to send you emails and other communications. You are solely responsible for maintaining the confidentiality of your username and password. You may not authorize others to use your account, and you may not share, assign or otherwise transfer your account or login information to any other person or entity. You are responsible for any and all activities that are conducted through your account. GoodPix shall be entitled to assume that a user presenting your username and password is, in fact, you. You agree to notify GoodPix immediately of any unauthorized use of your account. GoodPix shall have the right at any time to change, modify or amend your username and password. You represent and warrant that the information you provide to GoodPix is accurate, true, not confidential, and not in violation of any contractual obligations or other third party rights. You agree that it is your responsibility to keep your information accurate and updated. You represent and warrant that you are not a competitor of GoodPix and are not using the Services in competition with GoodPix. You further represent and warrant that you are using the Services solely for personal reasons and that you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Services, any materials available through the Services, or GoodPix.
- Updates
  GoodPix shall have the right in its sole discretion to substitute, replace, modify or upgrade (“updates”) the Services as GoodPix deems advisable; and, all such updates shall be incorporated in and subject to this Agreement and shall be the exclusive property of GoodPix. If GoodPix shall provide you with any such updates, you will be required to utilize such version. GoodPix will only be required to support the most recent and current version provided to you
- Support
  GoodPix reserves the right at any time to discontinue, cancel, or modify the technical support provided, if any.
- Messages
  You agree to receive messages, including notices and marketing materials, through the Services or through your contact information, such as email. It is your responsibility for ensuring that GoodPix has your current email address at all times. Any notice sent to you via such email address by GoodPix shall be deemed given, received, and read by you, whether or not it actually is received and/or read.
- Automated Processing
  Our Services include making suggestions for content that may be interesting to you and others. We use the data you provide and the data we have about other users, to make these recommendations.
- Mobile Devices/Carrier Charges
  Certain portions of the Sites or an Apps may be configured for mobile devices, mobile websites, and/or mobile applications (collectively, “Mobile Media”). This Agreement shall apply with equal force and measure to your access and use of the Sites and any of the Apps through Mobile Media. If you visit, access, or use the Sites or any Apps through Mobile Media, then you hereby acknowledge and agree that information about your use of the Sites or such Apps through a mobile device and/or a mobile device carrier (such as, by way of example only, the identity of the mobile device, and/or the mobile device carrier) may be communicated to GoodPix; and that you accept full responsibility for all mobile device and carrier fees, rates, and charges that may apply, if any. The data fees, rates, and charges of your mobile device carrier may apply to your visit, access, and/or use of the Sites or any of the Apps. GoodPix is not responsible for, and you further accept full responsibility for, all mobile device and carrier fees, rates, and charges that may apply, if any.
Your Obligations
- You agree that you will not engage in (i) cookie-stuffing or any affiliate fraud techniques (including without limitation forced clicks at an affiliate site, placing affiliate links in banner ads, image cookie-stuffing, malware, or adware), or (ii) keyword stuffing or similar activities in connection with the name, branded or trademark terms (or any variations or misspellings thereof) of any Merchant or GoodPix (including without limitation loading a webpage with such terms, in hidden text or source code, in a domain or sub-domain, or in emails/newsletters), or (iii) the act of bidding on or subsequent purchase of the name, branded or trademark terms (or any variations or misspellings thereof) of any Merchant or goodPix in connection with any paid marketing campaigns, including without limitation, search engines, social media platforms or display networks (collectively, “Paid Marketing Campaigns”), or (iv) any affiliate fraud techniques to hide such bidding or purchasing activities (including without limitation reverse IP-geo-targeting, day-parting, disposable URLs, or front websites). You agree that you will not include the name, branded or trademark terms (or any variations or misspellings thereof) of any Merchant or GoodPix in the display URL or in connection with the ad copy of any Paid Marketing Campaigns. You may not use Merchant Links to link directly to a Merchant site in connection with any Paid Marketing Campaign. You may not use Merchant Links in any downloadable software application without the prior written approval of GoodPix.
- You agree that systematic retrieval of data from the Services to create or compile directly or indirectly, in whole or in part, a collection, compilation, database or directory without the express written permission of GoodPix is strictly prohibited. You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein. You may not engage in the practices of “screen scraping,” “database scraping,” or any other practice or activity the purpose of which is to obtain lists of users, portions of a database, or other lists or information from the Services, in any manner or in any quantities not authorized by GoodPix. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of GoodPix or its affiliates without prior express written consent. You may not use any meta tags or any other “hidden text” utilizing GoodPix's name or trademarks without our express written consent.
- You agree that you will not use any device, software or routine to bypass any code which may be included to prevent you from breaching the obligations in this Section or to interfere or attempt to interfere with the proper working of the Services. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our or our host's infrastructure. You agree that you will not knowingly provide false information to sabotage or otherwise negatively affect the Services.
- You agree not to copy, transcribe and/or publish, transmit, or otherwise share, in any way, directly or indirectly, any GoodPix images, features, functionality, code or any other aspects of the Services, in whole or in part, with any third parties or on any third-party websites, including, without limitation, the use of screen shots.
- You agree you will not reverse engineer, disassemble or decompile any GoodPix prototypes or software, nor any other systems, information, materials or objects which are provided to you or to which you are granted access hereunder. To the extent you breach this Section, any software, trade secrets, inventions, improvements, or other intellectual property resulting from such non-permissible use will be the property of GoodPix (“Derivative Work Product”). You hereby automatically, irrevocably and always SELL, ASSIGN, CONVEY, AND OTHERWISE FULLY TRANSFER all right, title, and interest in such Derivative Work Product, including all rights in the patents, copyrights and other intellectual property rights pertaining to the Derivative Work Product. At the request of GoodPix, its successors and/or assigns, you will, without additional consideration, timely execute all papers and perform such other acts as GoodPix, its successors and/or assigns, deems necessary to ensure that GoodPix is the sole owner of all intellectual property rights in the Derivative Work Product.
- You agree and acknowledge that GoodPix is placing its confidence and trust in you. As a Seller, you will have access to GoodPix intellectual property and other Confidential Information (as defined below) that enables GoodPix to succeed in its business, that is proprietary in nature and is the exclusive property of GoodPix. GoodPix, in its sole discretion, may choose which Confidential Information it shares with you, and may alter or discontinue sharing at any time, at its sole discretion. You agree to protect all Confidential Information and to use it only for the benefit of GoodPix. See Section 21 for further terms. You covenant and agree that during the term of this Agreement and for one (1) year following the Termination hereof for any reason, you will not directly or indirectly engage in or carry on any business that is in competition with the Business of GoodPix. For purposes of this Agreement, “Business of GoodPix” shall include the Services as defined above.
- You agree that during the term you are using the Services, and for two (2) years thereafter, you will not use GoodPix materials, information or other resources obtained or accessed by you in connection with your use of the Services to compete with GoodPix or to solicit Sellers, Merchants, vendors, Developers, or agents, employees or affiliates or GoodPix away from a business relationship with GoodPix.
- You agree to be bound by any application, forum, or specific rules published within the Service.
- You agree to comply with any and all applicable national, federal, state and local laws, statutes, rules, regulations and orders (collectively, the “Laws”), in connection with your use of the Services, including, without limitation, Laws requiring you to disclose the nature of your relationship with GoodPix and/or Merchants, and all related FTC and similar consumer protection and privacy-related Laws and guidelines. By way of example and not limitation, you agree, represent and warrant compliance with the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising, FTC's Endorsement Guidelines: What people are asking and the FTC's .com Disclosures. You also agree that you will not utilize the Services to facilitate or encourage, directly or indirectly the violation of any Law, including the laws, statutes, rules, regulations or orders of any foreign nation or any treaty among nations. You also agree that in the event that GoodPix requests that you revise any disclosures, including FTC or ASA disclosures, that you will cooperate with GoodPix and respond as quickly as possible to resolve any potential actions.
- Requirement of Privacy Policy.
  Sellers are solely responsible for ensuring that their own website, application or other content take all necessary and proper measures to protect personal privacy, including following a written Privacy Policy posted on such sites, and adhering to all appropriate regulations, laws and other requirements. You must include in your disclosures all the information related to consumer data collection practices, a link to FTC Consumer Guide on Online Tracking, and a link to the GoodPixPrivacy Policy and any other applicable policies for GoodPix Services.
- Agents.
  If you are an agent (attorney-in-fact) representing a Seller, you represent and warrant that you have full legal power and authority to act on the Seller's behalf, without any court approval or supervision, to enter into this Agreement and bind the Seller. As part of the application process, you agree to submit to GoodPix documentary evidence of your agency status, such as a copy of the relevant power of attorney agreement. You agree that both you personally and the Seller you represent are bound by this Agreement. You agree to make all required disclosures and updates to the Seller in relation to this Agreement and the Services. You agree to immediately notify GoodPix of any change in your status or authority to act as an agent for the Seller and you consent to any inquiry by GoodPix to the Seller relating to this Agreement or the conduct of the Seller's business associated therewith, including but not limited to the relationship between you and the Seller.
Your Content
- You represent, warrant and agree that you are the exclusive owner of your Content and/or you have all rights, licenses, consents and releases necessary for the Content that you make available on the Services, including the right to grant all of the rights and licenses in this Agreement without GoodPix incurring any third party obligations or liability arising out of its exercise of the rights thereto granted herein by you. You further represent, warrant and agree that your Content does not infringe, misappropriate or violate a third party's intellectual property rights, a third party's rights of publicity or privacy, or any other law or regulation
- License. You grant to GoodPix a non-exclusive, perpetual, worldwide, royalty-free license to use, host, store, transmit, reproduce, distribute, sublicense, modify, create derivative works, communicate, publish, publicly perform and publicly display your Content for the purpose of operating, promoting, and improving the Services. Without limiting the above, you grant to GoodPix the right to syndicate your Content for any purpose, including without limitation the right to use such syndicated Content to promote the GoodPix brand. You further grant to GoodPix all rights necessary to facilitate your use of a third party's site, app or services that require syndication or other use of your Content in connection with GoodPix. You further grant to GoodPix a non-exclusive, worldwide, royalty-free license to use your trademarks and logos for the purpose of promoting your use of GoodPix Services. GoodPix agrees to reasonably comply with any requirements you provide concerning the style, design, display and use of your trademarks and logos.
Inappropriate Content
You may not post inappropriate Content in connection with the Services. Inappropriate Content includes anything GoodPix, in its sole discretion, determines to be offensive or inappropriate for inclusion or use on the Services. It includes, without limitation, Content that:
- impersonates any person or entity or falsely states or otherwise misrepresents your affiliation with any person or entity, or creates a false identity for purposes of misleading others;
- promotes or contains material that is illegal, harmful, threatening, abusive, harassing, false, misleading, tortious, defamatory, vulgar, obscene, libelous, sexually explicit, violent, invasive of another's privacy, hateful, discriminatory based on race / sex / religion / nationality / disability / age / sexual orientation, directed toward children under 13 years of age pursuant to the Children's Online Privacy Protection Act (see also, FTC's Children's Privacy Site at http://business.ftc.gov/privacy-and-security/childrens-privacy), or otherwise objectionable;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- you do not have the right to disclose under contract or applicable law;
- contains software viruses or any other technology designed to interrupt, destroy or limit the functionality of the Services;
- involves the transmission of "junk mail", "chain letters" or unsolicited mass e-mails – "spam";
- uses automated scripts or other technology to collect information from or otherwise interact with the Services or other users without their consent;
- engages in solicitation activities such as pyramid schemes;
- provides material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- includes other people's personally identifying information or other confidential information, such as credit card numbers, Social Security numbers, license numbers, passwords, phone numbers, addresses, and email addresses; or
- violates or encourages or facilitates the violation of any applicable local, state, national or international law, including but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
Promotions
GoodPix may, in its sole discretion, provide Sellers with access to special promotional programs, including those initiated and conducted in collaboration with one or more third-parties (“Promotions”). Participation in any such Promotions by Sellers is voluntary. All benefits and responsibilities relating to the Promotions shall be governed by the terms and conditions of such Promotions, and Sellers participating in such Promotions agree to be bound by all such terms and conditions. Any Sellers participating in Promotions hereby agree and acknowledge that a breach of any Sellers' obligations under such Promotions will constitute a breach of this Agreement by such Sellers. Moreover, if the terms of any Promotions require a sharing of commissions or Referral Fees generated by the Promotions with a third party or parties, such participating Sellers agree that such commissions or Referral Fees will be shared among third-party and the participating Sellers (i.e., it will not be paid out of GoodPix's Revenue Share, as defined below). GoodPix may change, suspend, or discontinue any aspect of Promotions at any time, including the availability of any Promotions, and reserves the right to make certain Promotions available only to select Sellers, and to remove any Sellers from any Promotion at any time, in GoodPix's sole discretion.
Commissions
- When a reader uses a Merchant Link on Content and purchases the item (“Sale”), a commission will be credited to the Seller. Commission rates vary and are established by the Merchant on a product-by-product basis.
- “Paid Commissions” will be deposited into the account designated for Seller's commissions (the “Seller Commission Account”) when such commissions are Closed AND once GoodPix receives the commission payment from the Merchant. A “Pending Commission” is the tracking of a potential Commission which has not reached “Closed” status. A commission is considered “Closed” when a product purchased using a Seller's Merchant Link can no longer be returned, based on the Merchant's return policy. A sale may go from “Pending” to “Closed” to “Paid”. Paid means that GoodPix has received a commission payment from the Merchant for any commissions earned on the product and GoodPix then deposits into the Seller's Account. The period in which a commission Closes is established solely by the Merchant and will likely change from time to time. GoodPix is not responsible for unpaid commissions and will only deposit Paid Commissions into the Seller's Commission Account once GoodPix receives the commission payment from the Merchant.
- Closed and Paid Commissions are payable to the Seller on a bi-monthly basis, provided the Seller's Commission Account equals U.S. $100.00 or more and the Seller is in good standing. Closed Commissions shall be paid to the Seller via Stripel, or by any such other payment method acceptable to GoodPix.
- If GoodPix terminates a Seller's Commission Account for any reason, or if the Seller unsubscribes from the Services or terminates their account, then any Commissions Closed as of the date of termination in an amount over U.S. $100.00 will be paid to the Seller. All pending commissions that have not Closed as of the date of termination and Closed Net Commissions totaling less than U.S. $100.00 are forfeited.
- If any payment processed or attempted by GoodPix to Seller is rejected, returned, or otherwise unsuccessful, GoodPix will attempt to resend. You will be charged the relevant fees for each payment attempt, regardless of whether the payment is successfully received. If a payment is returned, rejected, or otherwise unsuccessful for two (2) consecutive payments, GoodPix may, in its sole discretion, suspend or otherwise place a hold on the Seller's Commission Account until the issue is fully resolved, as determined by GoodPix in its sole discretion.
- If there is little to no activity in a Seller Commission Account for eighteen (18) consecutive months, GoodPix may, in its sole discretion, suspend or terminate the Seller Commission Account.
- Seller acknowledges and agrees that any and all Closed Commission payments, which may be due hereunder, are to be paid to Seller exclusively by GoodPix. All such commission related claims shall be directed to GoodPix only and Seller shall not seek or otherwise make any claim for commission payments from any Merchant.
New User Referrals
- Sellers may refer other Sellers to GoodPix using the GoodPix referral program (“Refer a Friend”). Sellers must be “New Users” and set up a new Account and Subscription. Misuse of this feature will result in loss of privileges, including forfeited commissions, at GoodPix's sole discretion.
- Sellers who refer a New User, that is acceptable to GoodPix and that registers for the Services (each, a “Referred Account”), will receive $10 in “Seller's Commission Account” for each New User. Likewise, the New User will also receive $10 in New User's Commission Account. As a reminder, all Seller's Commission Accounts are paid only when the total amount is over U.S. $100.00 (including Paid Commissions and Refer a Friend Bonuses). To qualify for the commissions provided in this Section, Referred Accounts must be new GoodPix accounts not currently registered with GoodPix.
- Every Seller has access to a Refer a Friend tracking link. It is possible that a Referred Account is referred by more than one person or entity. GoodPix will assign the referral bonus using the link that was used by the New User.
- Active and Inactive Accounts. “Active Accounts” are Sellers that have a current and paid Subscription with GoodPix. An “Inactive Account” is one which does not have a current and paid Subscription to GoodPix. If a Seller Referred Account does not have an Active Account, or the account accrues less than U.S. $100.00 in total sales commissions for any 120 day period, then they are classified as an Inactive Account and GoodPix reserves the right to delete that account from the GoodPix platform and that New User will no longer be deemed a Referred Account.
Third-Party Applications
GoodPix may, in its sole discretion, provide Sellers with access to third-party applications, which interface with GoodPix application programming interfaces ("GoodPix APIs") (for purposes of this Agreement, such third-party applications are "Developer Apps"). Such Developer Apps use GoodPix APIs, but are not endorsed by GoodPix. Use of such Developer Apps by Sellers is voluntary. Use at your own risk. By using Developer Apps, you are granting Developer Apps access rights to your Content, including without limitation related metadata. GoodPix makes no representations or warranties regarding Sellers' use of any Developer Apps, which shall be governed by a separate agreement between Sellers and the owners of such Developer Apps. Sellers agree that GoodPix has no liability whatsoever for the Developer Apps, including, without limitation, providing continued access to the GoodPix APIs, technical issues related to the Developer Apps or their interaction with the GoodPix APIs, and any damages or claims caused by, arising out of or relating to the Developer Apps. GoodPix may change, suspend, or discontinue any aspect of the GoodPix APIs at any time, including the availability of any GoodPix APIs. GoodPix may also impose limits on certain features and services or restrict Developer App's access to parts or all of the GoodPix APIs or the GoodPix Services without notice or liability.
Non-Disparagement and Non-Interference.
You agree that you will not make disparaging statements about GoodPix or its Services, employees or agents or any Merchants featured on the Services at any time. For the purpose of this Agreement, "disparaging" means a statement that denigrates the reputation, goods, or services of another. Moreover, you agree that you will not take any action that could be deemed to interfere with GoodPix's relationship with any Merchant or other Seller. Without limiting any other damages or remedy available to GoodPix or a Merchant or other Seller, violation of this provision will result in loss of privileges, including forfeited commissions, at GoodPix's sole discretion.
No Guarantee of Success.
GoodPix makes no representations or warranties regarding your potential earnings, which will be influenced by a number of factors beyond the control of GoodPix. It is possible that you will not earn any money at all.
GoodPix Information and Press Releases
The Services may contain interviews, discussions, press releases and other information (collectively, “GoodPix Information”) about us, our business and our Services, including links to third-party websites that contain such Information, which are being provided as a convenience to visitors of the Services. While all Information prepared by GoodPix is believed to be accurate as of the date prepared, we disclaim any duty or obligation to update any Information. Statements concerning companies other than GoodPix should not be relied upon as being provided or endorsed by us. The opinions expressed in any Information are solely those of the author(s) and do not necessarily reflect those of GoodPix.
Links to Other Sites, Networks, Platforms and Apps
The Services may contain links to third party sites, networks, platforms or apps (“Linked Technologies”), including advertisers. However, please be aware that GoodPix is not responsible for and cannot control the terms of service or privacy policies of such other Linked Technologies. We encourage you to be aware when you leave the Services, and to read the applicable agreements for each and every Linked Technologies. The Agreement applies solely to these Services. GoodPix is not responsible for and makes no representations or warranties regarding Linked Technologies, including without limitation, the content, accuracy, opinions, functionality, or services provided in such Linked Technologies. Inclusion of any Linked Technologies on the Services does not imply approval or endorsement by GoodPix. If You decide to access any Linked Technologies, then You do so at your own risk.
Ownership of Intellectual Property
Unless otherwise specified, all materials that are part of the Services are owned, controlled, or licensed by GoodPix and are protected by law from unauthorized use. The entire contents of the Services are protected under copyright, patent, trademark, and/or other intellectual property laws. GoodPix, the GoodPix logos, and all designs are trademarks and/or trade dress of GoodPix and may not be used without the express written permission of GoodPix. All other trademarks appearing on the Services are the property of their respective owners.
You do not acquire any ownership rights by using the Services or downloading material from or uploading material to the Services. You agree not to (and shall not allow any third party to) reproduce, distribute, publish, prepare derivative works, publicly perform, publicly display, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer or exploit any right in the Services, in whole or in part, except as expressly permitted herein.
The limited licenses granted herein do not constitute a sale of the Apps or Sites, or any portion or copy thereof. RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY GOODPIX. You agree to only use the Apps and Sites as expressly permitted herein.
Export Control
You agree to comply with all U.S. and foreign export laws regarding the importation and exportation of goods and services. You represent and warrant that (i) you are not located in any country to which the United States has embargoed goods or has designated as a “terrorist supporting” country; and (ii) you are not listed on any United States list of prohibited or restricted parties.
Use of Content in the Services
The content contained in the Services, and the terms, conditions, and descriptions that appear, are subject to change. Not all products and services are available in all geographic areas. Your eligibility for particular products and services is subject to final determination by the Merchants.
Feedback and Idea Submission
All comments, feedback, suggestions, ideas, and other submissions (“Ideas”) disclosed, submitted, or offered to GoodPix in connection with the use of the Services shall be the exclusive property of GoodPix. Such Ideas will be non-confidential and GoodPix shall have no obligations to you, contractual or otherwise. You agree that GoodPix may use, sell, exploit and disclose the Ideas in any manner, for any purpose whatsoever, commercial or otherwise, without restriction, without attribution and without compensation to you.
Digital Millennium Copyright Act
It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). If the information you are complaining about is located on a third party site or application, then you should contact that third party site or application. Please be aware that, in order to be effective, your notice of claim must comply with the detailed requirements set forth in the DMCA. You are encouraged to review them (see 17 U.S.C. § 512(c)(3)) before sending your claim.
You may notify us of alleged infringement of intellectual property rights by contacting our Designated Agent at:
Mail: Pixavo/GoodPix 20 W. Kinzie, Suite 1700 Chicago, IL 60654
Phone: (312) 872-4970
Email: legal@goodpix.co
Upon receipt of notice of claimed infringement, we will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content at issue.
Please do not send any other communications to the Designated Agent, who is appointed solely for the purposes of receiving notices of copyright claims under the DMCA.
Assignment
GoodPix may assign its rights and obligations under this Agreement freely. You may not assign any rights or obligations under this Agreement without GoodPix's written consent.
Confidentiality
Seller agrees not to disclose Confidential Information without GoodPix's prior written consent. “Confidential Information” includes without limitation: (a) analytics and/or other statistics relating to performance of GoodPix Services and/or the Business of GoodPix; (b) GoodPix APIs, source code, software, research, products, plans, services and/or developments; (c) customers, customer lists, markets, and/or Seller information; (d) Personal Information; (e) inventions, processes, formulas, technology, designs, drawings, engineering and/or configuration information; (f) performance, analytics, marketing, commission rates, financial, and/or other business information; (g) any other information designated in writing by GoodPix as “Confidential” or an equivalent designation; and (h) any information which might otherwise be reasonably considered to be confidential. Confidential Information does not include information that has become publicly known through no breach by Seller, or information that has been (i) independently developed without access to Confidential Information, as evidenced in writing; (ii) rightfully received by Seller from a third party; or (iii) required to be disclosed by law or a governmental authority. You agree that you will protect Confidential Information from unauthorized use, access, and/or disclosure with a reasonable degree of care.
Relationship
YOU ARE AN INDEPENDENT CONTRACTOR. NO EMPLOYEE-EMPLOYER RELATIONSHIP EXISTS BETWEEN YOU AND GOODPIX, AND YOU ARE NOT A PARTNER, AGENT, FRANCHISEE, JOINT VENTURER OR ENGAGED IN ANY OTHER JOINT OR COMMON UNDERTAKING WITH GOODPIX.
No Warranty / Disclaimers
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS”, “WHERE IS” AND “AS AVAILABLE” BASIS. TO THE FULL EXTENT ALLOWED BY LAW, GOODPIX AND ITS OFFICERS, AGENTS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS (THE “GOODPIX PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY, PERFORMANCE, NON-INTERFERENCE WITH INFORMATION, AND ACCURACY OF INFORMATIONAL CONTENT. THERE IS NO WARRANTY THAT INFORMATION PROVIDED HEREUNDER, OUR EFFORTS, OR THE SERVICES WILL FULFILL ANY OF YOUR PARTICULAR PURPOSES OR NEEDS. GOODPIX NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH THE SALE AND USE OF THE SERVICES.
GOODPIX PARTIES ASSUME NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, THE SERVICES OR ANY USER COMMUNICATIONS.
GOODPIX PARTIES ARE NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE SERVICES, WHETHER CAUSED BY USERS OF THE SERVICES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SERVICES.
GOODPIX PARTIES MAKE NO WARRANTY THAT YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THE INFORMATION OR RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE GOODPIX PARTIES OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
Limitation of Liability
WHEN PERMITTED BY LAW, GOODPIX PARTIES, TOGETHER WITH ANY THIRD PARTIES THAT MAY CONTRIBUTE TO OR BE AFFILIATED WITH THE SERVICES, SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). THE FOREGOING PROVISION MAY HAVE THE EFFECT TO LIMITING THE LIABILITY OF THE GOODPIX PARTIES FOR THEIR OWN NEGLIGENCE, INCLUDING THEIR OWN GROSS NEGLIGENCE.
IF YOU ARE DISSATISFIED WITH THE SERVICES, OR ANY OF THE INFORMATION CONTAINED THEREON, OR REFUSE TO ABIDE BY THE AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE YOUR USE.
NOTWITHSTANDING THE FOREGOING, TO THE EXTENT PERMITTED BY LAW, GOODPIX PARTIES' TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNT YOU PAID TO USE THE SERVICES.
Indemnification
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD COMPLETELY HARMLESS GOODPIX PARTIES, TOGETHER WITH ANY THIRD PARTIES THAT MAY CONTRIBUTE TO OR BE AFFILIATED WITH THE SERVICES, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, COSTS, ATTORNEYS' FEES, EXPENSES, AND SETTLEMENTS, WHETHER GROUNDED IN CONTRACT, TORT, STATUTE, LAW OR EQUITY, INCLUDING WITHOUT LIMITATION CLAIMS ARISING FROM OR RELATED TO YOUR USE OF THE SERVICES OR YOUR INABILITY TO USE THE SERVICES, THE MATERIALS THE SERVICES CONTAIN, ANY SITES OR APPLICATIONS LINKED TO THE SERVICES, ANY DEVELOPER APPLICATIONS, ANY ALLEGED VIOLATION OF THE AGREEMENT, AND ANY ALLEGED VIOLATION OF THE RIGHTS OF A THIRD PARTY. THE FOREGOING PROVISION MAY HAVE THE EFFECT TO PROVIDING INDEMNITY TO THE GOODPIX PARTIES LIABILITY AND DAMAGES ARISING FROM THEIR OWN NEGLIGENCE, INCLUDING THEIR OWN GROSS NEGLIGENCE.
Choice of Law, Venue, Claim Resolution and Class Action Waiver
The laws of the state of Illinois, without application of conflict of law provisions, will apply to any disputes arising out of or relating to this Agreement or the Services. All claims arising out of or relating to this Agreement or the Services will be litigated exclusively in the federal or state courts of Cook County, Illinois. The Agreement is fully performable in Cook County, Illinois. The parties consent to personal jurisdiction in Cook County, Illinois and hereby waive any challenge to venue and personal jurisdiction they may have to a lawsuit filed in a state or federal court in Cook County, Illinois.
Any dispute must be raised within two (2) years after the date the cause of action arose. Failure to provide the written documentation within this timeframe will render all claims related to the dispute null and void.
You further agree not to join in any lawsuit with another person or serve as a class representative of any class action lawsuit against GoodPix.
Several Notes About This Agreement and Apple
The following addresses certain matters with respect to Apple Inc. (“Apple”) and/or the so-called “Usage Rules” set forth in Apple's App Store Terms of Service (located at http://www.apple.com/legal/internet-services/itunes/us/terms.html, and last visited November 11, 2019) as of the effective date hereof (“Apple's Usage Rules”):
Acknowledgement. The Parties hereby acknowledge that:
- this Agreement is between the Parties only, and not with Apple;
- Apple is not responsible for the Sites, the Apps, or the content thereof;
- Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps;
- Apple has no warranty obligations, whether express or implied;
- Apple is not responsible for addressing any claims you or any third party have or may have relating to any of the Apps or your possession and/or use of any of the Apps, including, without limitation, (i) product liability claims, (ii) any claim that such Apps fail to conform to any applicable legal or regulatory requirement, (iii) claims arising under consumer production or similar legislation, and (iv) intellectual property infringement claims;
- this Agreement's usage rules for the Apps are not intended to be less restrictive than Apple's Usage Rules;
- Apple, and Apple's subsidiaries, are third-party beneficiaries of this Agreement; and
- Upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary hereof.
Amended Scope of Limited License — The Apps. If you download, access, or use any of the Apps from or through Apple's App Store, then the limited license granted to you hereunder with respect to such Apps (see section 2(c) above) is hereby amended to add the following restriction: you may not use such Apps on any device other than the Apple-brand device (e.g., iPhone, iPod Touch, iPad) that you own or control, or in any manner that is contrary to Apple's Usage Rules.
General Terms
- U.S. Government Customers.
  The Apps are a “Commercial Item” as that term is defined in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202, as applicable, Commercial Computer Software and Commercial Computer Software Documentation are licensed to the U.S. Government users (i) only as Commercial Items and (2) only with those rights granted to other users under this Agreement. Unpublished rights are reserved under the copyrights of the United States.
- Force Majeure.
  GoodPix Parties shall not have any liability for any failure to perform obligations under this Agreement if such failure is caused by fire, flood, natural disaster, epidemic, act of God, strike, civil unrest, riot, insurrection, revolution, war, terrorism, lack or failure of suppliers or transportation facilities, failure of utilities or telecommunications, failure of third party software, law or governmental regulation or other cause or event which is of a magnitude or a type beyond the reasonable control of GoodPix Parties or such other party.
- Waiver/Severability/Headings.
  If any provision of the Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions will not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact will be substituted therefore. GoodPix's failure to require or enforce strict performance of any provision or to exercise any right under the Agreement shall not be construed as a waiver of any such provision or right. The headings appearing at the beginning of each section are for identification and reference purposes only and shall not be used to determine the construction or interpretation of the Agreement.
Notices/Contact Us
Any notices or communication sent to you by GoodPix will be sent to your email address on file with GoodPix, which may be updated by you in writing at any time. It is your responsibility for ensuring that GoodPix has your current email address at all times. Any notice sent to you via such email address by GoodPix shall be deemed given, received, and read by you, whether or not it actually is received and/or read.
Any notices or communications sent by you to GoodPix pursuant to this Agreement must be in writing and sent to the address specified herein or such other address as GoodPix may specify in writing.
All notices will be sent to:
Mail: Pixavo/GoodPix 20 W. Kinzie, Suite 1700 Chicago, IL 60654
Phone: (312) 872-4970
Email: legal@goodpix.co
ATTN: Legal
Effective date: November 11, 2019

SELLER END USER LICENSE AGREEMENT AND TERMS OF SERVICE AGREEMENT

Term, Termination and Modifications

Access to Our Services

Eligibility, Registration and Use

Eligibility

Registration and Use

Updates

Support

Messages

Automated Processing

Mobile Devices/Carrier Charges

Your Obligations

Requirement of Privacy Policy.

Agents.

Your Content

Inappropriate Content

Promotions

Commissions

New User Referrals

Third-Party Applications

Non-Disparagement and Non-Interference.

No Guarantee of Success.

GoodPix Information and Press Releases

Links to Other Sites, Networks, Platforms and Apps

Ownership of Intellectual Property

Export Control

Use of Content in the Services

Feedback and Idea Submission

Digital Millennium Copyright Act

Assignment

Confidentiality

Relationship

No Warranty / Disclaimers

Limitation of Liability

Indemnification

Choice of Law, Venue, Claim Resolution and Class Action Waiver

Several Notes About This Agreement and Apple

General Terms

U.S. Government Customers.

Force Majeure.

Waiver/Severability/Headings.

Notices/Contact Us

SELLER END USER LICENSE AGREEMENT AND TERMS OF SERVICE AGREEMENT

Term, Termination and Modifications

Access to Our Services

Eligibility, Registration and Use

Eligibility

Registration and Use

Updates

Support

Messages

Automated Processing

Mobile Devices/Carrier Charges

Your Obligations

Requirement of Privacy Policy.

Agents.

Your Content

Inappropriate Content

Promotions

Commissions

New User Referrals

Third-Party Applications

Non-Disparagement and Non-Interference.

No Guarantee of Success.

GoodPix Information and Press Releases

Links to Other Sites, Networks, Platforms and Apps

Ownership of Intellectual Property

Export Control

Use of Content in the Services

Feedback and Idea Submission

Digital Millennium Copyright Act

Assignment

Confidentiality

Relationship

No Warranty / Disclaimers

Limitation of Liability

Indemnification

Choice of Law, Venue, Claim Resolution and Class Action Waiver

Several Notes About This Agreement and Apple

General Terms