Privacy Policy

Standard Terms and Conditions

Preamble

The present standard terms and conditions constitute a binding agreement between you and Pixel Guru Inc. (“Pixel” or “we”) governing your use of the www.pixelguru.ca website (“Website”) and the Pixel Guru mobile app on IPhone and/or Android (the “Apps” and together with the Website, the “Platforms”). This agreement contains disclaimers of liability and other terms that affect your rights and responsibilities. By using either one of the Platforms, you agree to these standard terms. If you do not or cannot understand and agree to these standard terms, you cannot use the Platforms.

These standard terms and conditions also include our confidentiality policy, which governs collection, use and disclosure of any personal information you may provide.

Additional terms may apply to your use of specific features or services available on the Platforms. Where additional terms apply, they shall be made accessible to you or shown to you. If those additional terms conflict with the present standard terms, those additional terms will take precedence in the context of your use of the feature or service to which they pertain.

  1. DEFINITIONS

    1. The capitalized terms or expressions herein have the meanings specifically attributed to them in the header hereof or in the relevant Article (in bold and in quotation marks), or shall have the meaning hereinafter set forth:

      1. “Applicable Law” means any regulation, law, order, judgment, policy, directive, standard, decree, rule or other requirement of any Government Authority;

      2. “Exclusive License” has the meaning set forth in paragraph 4.2;

      3. “Government Authorities” means any regulatory authority or government department or agency, administrative body, bureau, tribunal, minister, service, Crown corporation or any other entity that has the power to enact laws, rules or regulations, having jurisdiction or acting as having jurisdiction on behalf of any nation, province or state or of any other subdivision thereof, or any city, municipality or district or any other subdivision thereof;

      4. “Fees” means collectively, Subscription Fees, Improvement Fees and Picture Fees, plus applicable taxes (as such terms are defined in Article 6);

      5. “License” has the meaning set forth in paragraph 4.1;

      6. “Net Income” means Pixel’s Sub-License revenues for a Picture, deducted of the expenses incurred to make the sale, including taxes and other applicable charges and the proportion of Pixel’s fixed costs attributable to the sale and any other fees directly related to such sale;

      7. “Picture” means any photography, illustration, image or other pictorial or graphic work of a vehicle or other Product transiting through your User Account on either one of the Platforms, whether it was downloaded on either one of the Platforms or added through your User Account;

      8. “Proceeding” means any demand, complaint, claim, legal, administrative or regulatory procedure (civil, penal or criminal), including any arbitration procedure, dispute settlement procedure, inquiry, or request for information by any Government Authority;

      9. “Product” means the main item depicted in a Picture in the industry targeted by the Platforms, as the case may be, for example, an automobile or another vehicle;

      10. “Services” means all services rendered by Pixel from time to time as liste in Article 2);

      11. “Sub-License” means any sub-license granted by Pixel of your Exclusive License, or any sub-license that is granted to you by Pixel of an exclusive license granted by a third party (as referred to in paragraphs 4.2 and 5.1.1);

      12. “User Account” means the account created by Pixel to identify you as a user of the Platforms, and through which you are authorized to use the Platforms and obtain Services; and

      13. “User Content” means any content, data, or information transiting through your User Account to either one of the Platforms, including any Picture.

    2. The expressions “standard terms” and “agreement” refer to this agreement on the standard terms, which include our confidentiality policy, as well as all modifications and all additional terms that apply to the Platforms or to Services.

    3. The expressions “policy” or “confidentiality policy” refer to the confidentiality policy attached hereto in Schedule A, as amended from time to time in accordance with its terms and including all modifications and all additions related thereto.

  2. SERVICES

    Pixel provides the Services hereafter specified, that you may access from your User Account, subject to the terms and conditions hereof.

    1. The Platforms contain a virtual Picture download platform:

      1. from your User Account to the Platforms (upload); and

      2. from the Platforms to your User Account (download).

    2. A public section of the Platforms offers users, notably, to search for Pictures on the Platforms, and to obtain a copy thereof under Sub-License, subject to the terms and conditions hereof.

    3. A private section of the Platforms allows you to take Pictures using an optimizer tool and to then transmit them through your User Account in order to have them touched up by Pixel, and to have them returned to you, subject to the terms and conditions hereof. Upon receiving the touched up Pictures, you may then personalise them by adding, for example, a frame, your commercial information, reaction buttons, a professional banner, etc.

    4. In accordance with paragraph 2.3, the touched up Pictures will then be added to the public section of the Platforms and offered to other users for the purposes referred to in paragraph 2.2, subject to the compensation and to the other terms and conditions hereof.

    5. Pixel will also provide technical support by means of an interactive guide to facilitate picture-taking and training services upon request in relation to the other Services.

    6. We may change, update or terminate one or all Services at any time, for any reason and without notice. We are not required to make available or maintain the availability of the Platforms, in whole or in part, or of any given Service.

  3. Uploading pictures to the platforms

    1. When you take a Picture through the Platforms or upload a Picture to your User Account:

      1. you must type the appropriate keywords and a truthful, complete and exact description of the contents of the Picture (year, model, colour, etc.);

      2. you shall be solely responsible of the contents of the Picture, and we are under no obligation to examine or validate the description, but we are authorized to accept, refuse, delete, move or modify any content or Picture;

      3. the Picture must be limited exclusively to the described Product and cannot contain any advertising, logo, external reference, or include a human or human part; and

      4. you must hold all rights to the Picture, including all copyrights, privacy rights, publicity rights, moral rights and other intellectual property rights..

    2. Any Picture taken through the Platforms or uploaded to your User Account will be subject to a License and to an Exclusive License in favour of Pixel. We are not required to accept the Picture for the public part of the Platforms, nor are we required to make it available to other users. You recognize that the Exclusive License does not constitute any representation by us that the Picture will be made available to other users and will be subject to Sub-Licenses.

    3. You represent and warrant, with regard to any Picture that you take through the Platforms or upload to your User Account, the following:

      1. you are the holder of all rights allowing you to submit the Picture on the Platforms, to modify it and to grant the License, the Exclusive License and to allow Pixel to Sub-License;

      2. Pixel is under no obligation to obtain licenses or other authorizations from third parties, nor to pay royalties to third parties for the use and display of the Picture, or to provide any other Service;

      3. such Picture does not infringe the rights of third parties, including intellectual property rights and privacy rights; and

      4. such Picture and the use you and Pixel intend to make thereof comply with this agreement and all Applicable Laws.

  4. Licences

    1. When sending User Content to the Platforms, you retain the copyright and intellectual property rights related thereto, but you grant Pixel a license (the “License”) that is perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferrable and sub-licensable to:

      1. use and modify the User Content, including any Picture;

      2. copy, make available to the public, display, disseminate, translate and redistribute such User Content, including any Picture, in any form or in any format or current media or future media technologies, without mentioning its source; and

      3. sub-license the License to third parties.

        You agree that the access to the Platforms and the provision of Services constitute sufficient consideration for the License you are granting us.

    2. When one of your Pictures transits through the Platforms, you moreover automatically grant Pixel an exclusive license (the “Exclusive License”) that is perpetual, irrevocable, worldwide, royalty-free and transferrable by Pixel, for the sale, assignment or Sub-License of the use of each such Picture to any person, without identifying yourself in the usual way as the author and source of the Picture, subject to the following:

      1. for every Picture assigned or sold by Pixel or for which Pixel has granted a Sub-License to a third party in return for payment, you will be entitled to royalties (the “Royalties”) equal to 40% of the Net Income thereof; and

      2. the Royalties will be paid solely in the form of a credit applicable on the Platforms, that you can apply to Improvement Fees and Picture Fees (as hereinafter defined), except as specifically authorized hereinafter.

        You agree that the access to the Platforms, the provision of Services and the payment of Royalties, as applicable, constitute sufficient consideration for the Exclusive License that you are granting us.

    3. You acknowledge that the exclusive character of the Exclusive License means that you are not authorized to sell, assign or otherwise license or sub-license the use of a Picture to anyone except Pixel. For greater certainty, you are, however, authorized to reproduce, modify and use your Pictures.

    4. You waive all rights or remedies that you could have against Pixel, our subsidiaries, our affiliates and our sub-licensees concerning any violation of intellectual property rights or moral rights and that you could have in respect to any User Content, by Pixel or by any other Platform user. You waive all moral rights that you could have to any User Content.

    5. By uploading User Content, you represent and warrant that you own or hold under license, all rights related to said User Content, including intellectual property rights and personality rights, and you warrant that our use of any User Content that you upload will in no way infringe the intellectual property, privacy or advertising rights or any other right of a third party.

  5. Downloading pictures from the platforms

    1. When you download a third party’s Picture from the Platforms (download):

      1. Pixel grants you a non-exclusive, perpetual, worldwide, non-sub-licensable, non-transferrable Sub-License to save a copy of the Picture and display it (as is, including any inscription thereon) in relation to the sale or lease of Products as part of your business activities, subject to the payment of applicable Fees;

      2. you cannot modify the Picture, create derivative work, assign or transfer it (in part or in whole) to anyone, remove any inscription or otherwise violate intellectual property rights of a third party owner or of Pixel to such Picture, in whole or in part;

      3. you must include, without modification, all rights notices, notices to users or other indicators or notices displayed thereon when downloaded; and

      4. you cannot use any Picture for purposes other than the sale or lease of the Product that is the object of the Picture.

    2. You cannot publish a Picture under Sub-License on a social medial site, being a website or application whose main objective is facilitating social interactions between its users and authorize its users to share contents.

    3. In the normal course, we do not obtain the required authorizations to disseminate or display third parties’ trademarks, logos or other forms of intellectual property that could be depicted in the Pictures. You are responsible for obtaining all these authorizations.

    4. We do not warrant the content of the Pictures nor the truthfulness or accuracy of the information or description related thereto. When you acquire a picture under Sub-License, you acknowledge that you have viewed the Picture and state that you are entirely satisfied with it.

  6. Financial Terms

    1. In order to have access to Services, you consent to pay Pixel a fixed monthly fee of $200 (plus any applicable tax, the “Subscription Fee”).

    2. For each Picture you take or transfer through your User Account to be touched up or improved, you consent to pay Pixel a fixed $2 fee (plus any applicable tax, the “Improvement Fee”).

    3. For each group of Pictures or of a same Product (up to 15 Pictures) you acquire under a Sub-License, you agree to pay Pixel an amount of $5 (including any applicable tax, the “Picture Fee”).

    4. Fees will be automatically debited from the authorized credit card or Paypal account set up under your User Account, which information must be up-to-date at all times. You represent that you are the account or card holder and are allowed to use the account or card for the term of this agreement. You authorize us to debit the Fees directly from this account or from this credit card, subject to the provisions of paragraph 6.5.

    5. You can pay Picture Fees and Improvement Fees by using Royalties accumulated in your User Account. The Subscription Fees cannot be paid from Royalties.

    6. All the amounts set forth in these standard terms are expressed in Canadian dollars. All payments made on our Platforms will be processed in your local currency and converted to Canadian dollars, according to the rate and other terms of conversion specified at the time of said payment.

    7. A monthly account statement showing a summary of your Fees will be made available on your User Account. Any unpaid amount will bear interest until paid in full, at a yearly rate of 15%, calculated daily and compounded monthly.

    8. You are responsible for acquitting all taxes applicable to the sale, the added value, the use, or any other tax or similar duty imposed by any Government Authority within the scope of this agreement.

  7. Commercial Use Only

    1. Access to the Platforms is provided for commercial purposes only. You cannot use it as a consumer and benefit from Applicable Laws of consumer protection.

    2. If you use the Platforms on behalf of a legal entity, the standard terms apply to the latter, and you represent and warrant that you are authorized to accept these standard terms on behalf of said entity, and to compel it to abide by these standard terms.

  8. ACCESS TO PLATFORMS AND WEB BROWSING

    1. You agree to only use the interfaces that we provide to access the Platforms. Accessing the Platforms through an automatic means, including scripts, robots, infobots, etc. is prohibited.

    2. You cannot, and cannot attempt to, collect or index the content or data of the Platform using scripts or other automated means.

    3. You cannot reproduce the content of the Platforms, nor present Pixel’s content in HTML frames or by similar means. You agree not to attempt to hack, interrupt or disrupt the Platforms, the networks or associated servers, and other user accounts, nor to obtain unauthorized access.

    4. Pixel reserves the right to modify any aspect of the Platforms, including refusing or removing any content, regardless of its source, at any time and without notice or liability to you.

    5. You cannot allow another person to access your User Account nor upload or publish (directly or indirectly) any User Content that is defamatory, slanderous, dishonourable, obscene, indecent or otherwise prohibited by any Applicable Law.

    6. You cannot use the Platforms, upload or publish any content that includes or constitutes viruses, computer worms, Trojan horses or other codes that present malicious, disruptive or destructive characteristics.

    7. You cannot attempt to access the account of another person, nor disrupt or use the Platforms by fraudulent or obviously unauthorized means.

    8. You are prohibited from using, reproducing, modifying, adapting, translating, downloading or transmitting the software(s) that is part of the Platforms, in whole or in part, to sell, rent, assign, sub-license or transfer said software(s), or to otherwise allow access, decompile, disassemble, decrypt, extract or reverse engineering of the Platforms or their components, or to assist anyone in doing so.

  9. SUBMITTING CONTENT TO THE WEBSITE

    1. We may allow you, in our sole discretion, to submit comments, ratings, reviews, listings, messages to other users or other content for the purpose of posting on the Platforms (in each case included in the definition of “User Content”). When you submit any User Content, you must abide by the following rules, subject to Applicable Law:

      1. be honest, relevant and factually accurate. Any opinions that you express must be your own and must be genuinely held;

      2. don't post any deceptive or misleading listings. Descriptions of items listed for sale must be accurate and truthful;

      3. don't post anything that violates any Applicable Law or breaches any contractual or legal obligation you may have to any other person. Don't encourage others to commit illegal acts or to violate these standard terms;

      4. don't post anything that may be defamatory, incorrect, false, misleading, malicious, threatening, abusive, harmful, obscene, offensive, slanderous, racist, libelous or otherwise objectionable. Don't harass, threaten, or annoy other users. Don't impersonate any other person;

      5. don't try to solicit anyone else's personal information. Don't post other people's confidential or personal information, including personal contact information;

      6. don't conspire with others to push a product or an agenda on the Platforms. Don't post spam, including commercial messages for any person or business;

      7. don't use scripts to automatically post content to the Platforms. Don't post or link to harmful or malicious content, malware, or computer viruses; and

        don't post anything that infringes on anyone's intellectual property rights.

    2. Pixel may remove, modify or delete any User Content which appears to breach these standard terms or which appears to infringe on the intellectual property rights of others, or for any other reason. We may do this on our own initiative, or pursuant to a court order or lawful request.

    3. You acknowledge that the Apps may not contain the same functions as the Website and vice-versa. You download and use either one of the Platforms in your discretion and at your own risk, and you are solely responsible for damages caused to your devices or resulting in loss of data, and for expenses related to the use or transmission of wireless data.

  10. MODERATION OF USER CONTENT

    1. User Content may be subject to moderation prior to publication on the Platforms, and at any time thereafter. We may edit, modify, delete or refuse to publish any content at any time and for any reason, including for breach of these standard terms. You understand that we have no obligation to moderate any content on the Platforms, and that we may stop moderating content at any time.

    2. You are solely responsible for any User Content you submit, and you understand that content you see on the Platforms may not have been reviewed by a moderator. Pixel does not endorse any User Content, and takes no responsibility for the accuracy or reliability of any User Content, including, without limitation, the Product related to any Picture. It's your responsibility to decide whether the content you see on the Platforms is accurate or reliable

    3. Any advertisement, opinion, advice, statement, service, offer, or other information or content expressed or made available by third parties, including our service providers or other users, are those of their respective author or distributor and not those of Pixel. You agree that we shall not be held liable to you or to any third party for the actions of users of the Platforms, or for your use of or reliance on any user generated content, listings, third party advertisement or other third party content, including any Product description associated to a Sub-Licensed Picture.

  11. USER ACCOUNTS

    1. When creating your User Account, you agree to provide us with timely and accurate information, and to update this information promptly as the case may be. You also agree to notify us of any change in your email address and to provide us with your new address. Besides Royalties, you cannot accept any form of payment (monetary, in kind, or other) for your actions on the Platforms. For example, you are forbidden to sell your User Account, and to post or promote any content for another person in return for any kind of reward.

    2. You are responsible for your use of the Platforms, and for everything submitted to the Platforms using your User Account, including anything posted by others who may gain access to your account. Select a strong password for your User Account, and keep it secure. You understand that any User Content or actions in breach of any Applicable Law (including, but not limited to infringement of intellectual property rights), may lead to legal action against you.

    3. If we determine that you have breached these standard terms, we may modify, deactivate, limit, or delete your User Account, or we may block you from accessing the Platforms entirely. If we delete, deactivate or limit your User Account for breach of these standard terms, you may not create another User Account without our permission.

  12. AMENDMENTS TO THESE STANDARD TERMS

    1. We may amend these standard terms at any time by posting an updated version of the standard terms on the Platforms under the “standard terms and conditions” tab. [Note: to be confirmed.]

    2. Any amendments will be effective from the time they are posted on the Platforms. Once posted, the amended version of the standard terms immediately supersedes any previous versions of the standard terms. Your continued use of the Platforms will be deemed to indicate your acceptance of the amended standard terms. Notwithstanding the above, any modification to the Fees or the Royalties will enter into force at such time when you have been informed in writing thereof through your User Account.

  13. LIMITATION OF LIABILITY AND DISCLAIMER OF WARRANTIES

    1. We make reasonable efforts to ensure the Platforms are available, functional, error free, and free of malicious code; that your privacy is respected, and that your Personal Information (as defined in Schedule A) and other Platform data is secure from inadvertent disclosure or deletion. However, you agree that you use the Platforms at your own risk. We make no guarantees or warranties of any kind. We provide the Platforms on an as-is and as-available basis, and subject to disruptions, delays, or downtimes beyond our control, including but not limited to delays or waiting times attributable to your physical location or to your data service provider’s network. You agree that we cannot be held liable for any reason whatsoever in connection with your use of, reliance upon or inability to use the Platforms or any of their features or functionalities.

    2. You understand that we cannot be held responsible for User Content or for other content provided by third parties, including our service providers and any advertiser. It is your responsibility to determine whether content made available through the Platforms is accurate or reliable. Pixel does not endorse any information posted on, or available through the Platforms, including listings, and content posted by the software, Pixel’s contractors or employees or other users. To the extent permitted under Applicable Law, you release us from all liability with respect to accuracy, reliability, suitability for any particular purpose or compliance with any Applicable Law regarding anything posted on, or hyperlink accessible from, the Platforms.

    3. You do not and will not own or have any proprietary rights in the Platforms or your User Account. You have no right to uninterrupted access to the Platforms, and you have no right to storage of or deletion of any content or data you submit to the Platforms. We may add, delete, limit, modify or disable Platform features, content or functionality at any time. We may temporarily or permanently shut down, limit, suspend or discontinue the Platforms, your User Account, or your access to the Platforms at any time, for any reason (including for breach of these standard terms), at our sole discretion, and without notice.

    4. While we do our best to provide uninterrupted access to the Platforms, the Platforms may at any time become permanently or temporarily unavailable for any reason whatsoever, including maintenance or as a result of circumstances beyond our control, such as network or server outages, or incorrect configuration of the software, network, or computer you are using to access the Platforms. You release us of any liability for any outages or for the deletion of any data.

    5. To the maximum extent permissible by Applicable Law, you agree to forego, and Pixel excludes, all warranties (express or implied), and liability of all kind. You agree that under no circumstances will we be directly or indirectly liable for damages of any kind relating to this Agreement, the Platforms or your use thereof, including any general, special, consequential, exemplary or punitive damages, even if we have been specifically advised of the possibility of such damages. To the extent that Applicable Law does not permit the exclusion of guarantees or liability, Pixel’s liability will be limited to the greater of the two following amounts: a) the total amount of Fees that you have paid during the month when liability was generated; and b) CAD$100.

    6. We are only bound toward you by the obligations stipulated in these standard terms in your favour. We do not commit to conclude, nor fulfill, nor ensure the fulfilment of any user terms with any other Platform user, and you cannot depend on the fact that such terms are enforceable against any person.

  14. INDEMNITY

    1. You hereby agree to indemnify, defend and hold harmless Pixel and its partners, members, shareholders, officers, directors, employees, consultants, service providers and agents (collectively, the “Pixel Representatives”) from any and all Proceeding, claim, liability, damage or cost incurred, including any Proceeding or third party claim, and reasonable attorney’s fees, arising from:

      1. your actual or alleged use of the Platforms;

      2. your actual or alleged violation of these standard terms;

      3. your actual or alleged violation of any Applicable Law; or

      4. your violation of intellectual property rights or any other rights of Pixel, Pixel Representatives, or another person or entity.

    2. We reserve the right to assume the exclusive defense and control of any Proceeding, claim, or indemnification request, but it shall not exempt you from your indemnification obligation.

  15. PIXEL INTELLECTUAL PROPERTY

    1. All rights in the design, source code, and appearance of the Platforms, and all of the materials and content made available through the Platforms are owned by or licensed to Pixel. These materials are protected by Applicable Law against unauthorized copying and reproduction. Any use, reproduction, dissemination, sale or distribution of any of this proprietary material is expressly prohibited.

    2. Trademarks appearing on the Platforms are owned or licensed by Pixel or its affiliates, or are owned by third parties. You may not use or display these trademarks except as may be required in order to use the Platforms in accordance with these standard terms. The display of any trademarks on the Platforms does not imply that a license has been granted for any further use.

  16. TERMINATION OF THIS AGREEMENT

    1. The occurrence of any of the following events shall constitute an Event of Default (an “Event of Default”) under the present standard terms:

      1. failure to pay Fees on their due date;

      2. failure to respect any other agreement or to fulfill any other obligation under this agreement which is not remedied within the 5 business days following notice from Pixel to this effect;

      3. repeated failure to respect any agreement or to fulfill any obligation under this agreement, whether or not notice was given for the situation; or

      4. you become bankrupt or insolvent, or you use the provisions of any Applicable Law on bankrupt or insolvent debtors, or you file a notice of intention to make a proposal for settlement; a substantial part of your assets are taken or seized under a writ of execution, a cession, a pledge, a mortgage, hypothec or any other security; a receiver, a trustee or any other person is named with regard to the whole or part of your property; if you are a legal person, measures are taken or procedures have been initiated to dissolve, liquidate or end your corporate existence.

    2. In the event of default, Pixel may, in its discretion, modify, de-activate, limit or delete your User Account, or temporarily or indefinitely block your access to the Platforms. If Pixel deletes or de-activates your User Account, you cannot create another User Account without Pixel’s authorization.

    3. In the case of definitive de-activation or deletion of your User Account, or of permanent closing of the Platforms, this agreement will be terminated, subject to the following terms that will continue to apply and survive termination:

      1. the License and Exclusive License will survive termination;

      2. your right to receive Royalties will end as of termination;

      3. the Fees will cease to apply as of termination, and you will receive a final statement showing all monies due to Pixel, which must be paid within 30 days;

      4. any Royalties owed by Pixel and unpaid will be compensated from any sum you owe Pixel, and the balance, as the case may be, will be sent to you by cheque to the address associated with your User Account.

  17. DEALING WITH THIRD PARTIES

    1. Any correspondence or business dealings with any third parties, including merchants, sellers, service providers, or advertisers found on, or made through, the Platforms are solely the responsibility of you and such parties. Pixel is not responsible for any damages you may suffer by corresponding with or entering into transactions with any third parties, including the payment for or delivery of goods and for any terms, conditions, warranties, or representations associated with such dealings. You and the third party, not Pixel, are responsible for compliance with all Applicable Laws in any such transaction. You correspond and deal with these third parties at your own risk

    2. The Platforms may contain links to third party websites or services provided by parties other than Pixel. These links are for your convenience only and Pixel does not assume responsibility for the accuracy, reliability or appropriateness of these third party websites or services. Any mention of a third party or its product or service on the Platforms is for informational purposes only and should not be construed as an express or implied endorsement of that party or its advice, opinion, information, products or services. Third party websites, products and services may be subject to terms and conditions imposed by the operator of those websites, owner or licensor of such products and provider of such services. Pixel assumes no responsibility for, and disclaims all liability or obligation related to, your use or reliance of any third party website, product or service.

  18. Confidentialité

    The Internet is not a secure means of communication. The privacy, integrity and authenticity of any communication over the Internet cannot be ensured. Pixel is not responsible for any damages you may suffer if you communicate confidential information over the Internet or if Pixel communicates such information to you at your request.

  19. Généralités

    1. Compliance. Nothing in these standard terms shall be interpreted to prevent Pixel from taking any action required to comply with any Applicable Law.

    2. Waiver. Our failure or forbearance to enforce any of these standard terms shall not be considered a waiver of any of our rights hereunder.

    3. Official language. You agree that the official version of this agreement is provided to you in French, accessible on each of the Platforms. It is your responsibility to ensure that you understand the terms. This version in English is a translation provided for your convenience only, and the French version will govern your relationship with Pixel should there be any contradiction between the two versions.

    4. Transfer. You cannot transfer or assign your rights and obligations under this agreement to any other person without our consent. Pixel may freely assign its rights and obligations under these standard terms in the event that it is party to a merger, acquisition, restructuring, sale of assets, or for any other reason.

    5. Notice.

      1. You agree that Pixel may communicate with you about the Platforms and your User Account via your User Account or at the email address you provide to us. Any notice that should be given to you shall be deemed to have been received when transmitted in this manner.

      2. If you have questions or concerns regarding the confidentiality policy or your personal information, please contact our Personal Information Protection Officer, at pbeaupre@pixelguru.ca. We welcome your suggestions about how we can improve our confidentiality policy and our personal information protection practices. We may not be able to follow-up on all suggestions, however, the protection of your privacy is of great concern to us, and we appreciate your feedback.

      3. We invite you to communicate with Pixel using the following contact information, should you have any other concerns:

        69, rue de Matagami, Blainville, J7B 1T6
        514-880-1053
        pbeaupre@pixelguru.ca

    6. Severability. If any provision of these standard terms is declared by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed to be severable, and the remainder of these standard terms shall remain valid and in full force and effect.

    7. Relationship. The relationship that exists between us under this agreement is one of independent suppliers. We are neither co-entrepreneurs nor partners, and we do not have a relationship of principal to agent, or of employer to employee. Neither of us has the power to bind or represent the other in any manner whatsoever.

    8. Jurisdiction. This agreement and all matters relating to the use of the Platforms will be government by and construed in accordance with the laws of the Province of Quebec and the applicable Canadian laws, without regard for conflict of law provisions. You acknowledge that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement. Any Proceeding will be heard in a court in Montreal, Quebec, Canada. To the extent permitted by Applicable Law, you may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a member in a class, consolidated, or representative action.

Schedule A
Confidentiality Policy

  1. Definitions. The capitalized terms or expressions herein have the meanings specifically attributed to them in the standard terms to which this confidentiality policy is attached or shall have the meanings hereinafter set forth:

    1. “Personal Identifying Information” means the information used to identify you if you are a natural person, or to identify any natural person representing you, including an address, an email or IP address, as it may be, but excluding any Shared Information;

    2. “Demographic Information” has the meaning set forth in paragraph 5.1;

    3. “Shared Information” has the meaning set forth in Article 3) hereof.

    4. “Personal Information” means the Personal Identifying Information and all the groups or demographic data (or other information that cannot be used to identify you), associated with your Personal Identifying Information in a way that can be used to identify you rapidly and easily; and

  2. Collection. We collect certain types of information from you in order to provide you with a personalized experience when you visit our Website, as well as to provide our Services. We know that you value the protection of your privacy, and we are determined to be transparent about the information we collect, how we use it, and why it is used. By using the Platforms you agree to the collection, the use, the storage, and the disclosure or your information, as described in accordance with this confidentiality policy.

  3. Shared Information. Certain types of information are, by their very nature, meant to be shared (the “Shared Information”), including, for example, the User Content, the descriptions and the Pictures you upload or transfer through the Platforms. The Shared Information also includes all Personal Identifying Information that you decide to post in the public sections of the Platforms. You consent to having the Shared Information shared, communicated, and made accessible or available to anyone, and publicly posted in the Platforms, or on sites other than Pixel, as well as in publications printed or provided by Pixel in other formats. Pixel does not control this Shared Information or how it may be used by third parties, and by posting this information publicly you waive all rights for the protection of Shared Information.

  4. Personal Identifying Information. We may collect certain types of Personal Identifying Information for the purpose of rendering Services. We commit to making reasonable efforts to maintain their confidentiality in accordance with Applicable Law.

  5. Demographic Information.

    1. We may collect other types of information, such as details on your browsing habits, the data found in your “cookies”, the history of links you clicked, raw data on your geographical location (i.e. the city where you access the Platforms), or any other data we record and use to learn about your interests and personalize your user experience (the “Demographic Information”). We acknowledge that the disclosure of such Demographic Information, together with your Personal Identifying Information, could compromise your privacy, and we commit to making reasonable efforts to preserve your anonymity with respect to Demographic Information in accordance with Applicable Law, unless we are required to disclose same, including to comply to any Applicable Law, court order, or as necessary to provide you with a Service.

    2. You agree to the disclosure of your Demographic Information without your Personal Identifying Information. You authorize us to share this type of data to third parties, provided it is not accompanied by Personal Identifying Information.

  6. Authorization.

    1. The collection and use of Shared Information, Personal Identifying Information and Demographic Information is critical to operating our business and to our commercial activities, as well as to our capacity to provide you with Services. We collect and use this information, and you authorize us to do so, with the following purposes and objectives:

      1. establish, maintain, and manage our relationship with you;

      2. communication with you;

      3. personalize your user experience on our Platforms;

      4. send you listings and content adapted to your interests;

      5. provide you with Services and allow the Licence and Exclusive Licence grant;

      6. evaluate and improve Services;

      7. analyze user habits and market trends;

      8. perform the accounting and complete transactions; and

      9. exercise our legal rights or defend against any Proceeding or other legal action.

    2. You also authorize us to collect, use and disclose your Shared Information, Identifying Information, and Demographic Information for any other purpose, or for any other objective for which we have obtained your consent, either explicit, presumed or implied, whichever is deemed reasonable according to the circumstances. For example, your consent is deemed implied when you provide Personal Information in circumstances where this Personal Information will obviously be used, collected or disclosed in order to provide you with a Service you requested. Consent will also be implied if you are informed of an additional purpose and continue to use the Platforms.

    3. We can collect, use, keep or disclose your Personal Information without your consent or knowledge when allowed or required by any Applicable Law. For example, we may be required to disclose your Personal Information in part or in whole in order to comply with a court order or subpoena. If it is reasonably possible to do so, and to the extent that we are not prohibited to do so, we will attempt to inform you of our obligation to disclose your Personal Information in compliance with a court order.

    4. You authorize us to collect and use your financial data (such as your Paypal account number or your credit card number) to charge the Fees, but we commit to safely dispose of this information as soon as we are no longer required to keep it to complete User Account transactions or as required by any Applicable Law.

    5. You authorize Pixel to send you online surveys and to collect your contact information and Demographic Information to send you information regarding Services. You may, at any time, refuse to receive these communications by selecting the following opt-out feature:

      Unsubscribe

  7. Passwords. We do not record your password in our database. However, we do record a “digital print” generated by your password using a cryptographic hash function. We generate a digital print (hash) from the password you enter very time you open a session, and we compare this print to the one registered in our database. If the prints match, we know you have entered the correct password. We cannot decipher your password from the digital print we register.

  8. Data Sharing. You acknowledge that your computer, your network, and your browser can be configured to allow only certain types of information to be sent to us when you are using the Platforms. This information can include your IP address, information about your computer’s configuration, more particularly the operating system and browser you use, the recurrent data registered in the “cookies”, the information about pages from which you accessed our Website using a hyperlink, as well as other information. Moreover, our server may collect information on your visit while you are visiting our Platforms, such as the pages you have viewed, the length of your visit, the information you may have provided in online forms, as well as various types of information concerning your use of the Platforms. You authorize us to collect and use this information to monitor the Platforms’ performance, functionality and utility, as well as for commercial reasons such as ongoing evaluation, statistical analysis and the improvement of Platforms and Services. Since this information (with the exception of your complete IP address) and the information we may derive from it are not Personal Identifying Information, you authorize us to use, collect and disclose it as we see fit.

  9. Access. Your Personal Information may be accessed to by our employees, suppliers, advisors, service providers, and to any other party that requires this information to help us establish, maintain and manage our relationship with you and to provide Services. You acknowledge that the disclosure of Personal Information to the aforementioned third parties, or through the network used to connect to the Platforms, or to any other server or related computer network, could entail the transmission of said Personal Information in territories outside Canada, subject to different Applicable Laws.

  10. Transfer. Your Personal Information may be disclosed or transferred in the case of the sale of Pixel’s assets, in whole or in part, or the issuance of a given interest in Pixel, its equity, or its assets, including any form of commercial acquisition, merger, joint venture, or otherwise. Any person that acquires such interest in Pixel, its equity or its assets may be granted access to your Personal Information in accordance with terms and conditions governing the collection, use and disclosure thereof which conform to the terms and conditions of this policy.

  11. Deletion. You may delete your User Account at any time when you do not have any sums due or falling due to Pixel.

    Désactiver votre compte

    The information from your User Account will be kept for 30 days after the date when all sums that are or could be due to us from time to time will have been entirely paid. Subsequently, your Personal Information will be deleted (unless an Applicable Law obligates us to keep these files). We may keep the Demographic Information indefinitely. The Shared Information, such as your submissions, your listings and your comments, may however remain on the Platforms after the deletion of your User Account.

  12. Security. We have adopted policies and practices to ensure data security, and we make every effort to protect your personal information against unauthorized access, use and disclosure. However, we cannot be held responsible for unauthorized access to your Personal Information, nor for any involuntary disclosure of your personal information.

  13. Third Party. You acknowledge that when you use the Platforms, your computer or device may connect to third party servers that we do not control. This may occur when the content hosted on a third party server is integrated to the content of one of the pages on the Platforms, or if you leave the Platforms to consult a hyperlink. You acknowledge that these third parties can then collect Personal Information or other information, and you also acknowledge that we have no control over the manner these third parties collect, use and disclose this information.

  14. Responsibility. We have appointed a Personal Information Protection Officer to ensure compliance with this confidentiality policy. Information requests concerning this policy, or concerns related to the collection, disclosure, accuracy, use, or keeping of Personal Information can be forwarded to this Officer:

    69, rue de Matagami, Blainville, J7B 1T6
    514-880-1053
    pbeaupre@pixelguru.ca

    You may modify your Personal Identifying Information and your Shared Information at any time by accessing your User Account or by communicating with the Personal Information Protection Officer using the contact information listed in this Article 14). You may also file a written complaint concerning the non-compliance with this confidentiality policy with the Personal Information Protection Officer, who will conduct an investigation within a reasonable time, and who will subsequently contact you. Should the Personal Information Protection Officer find the complaint to be well-founded, Pixel commits to taking the appropriate measures to rectify the situation.

  15. Modifications. We may modify this policy when and where we deem appropriate by posting an updated version on our Platforms. Any modifications will take effect at the date it is posted. Your continued use of the Platforms following the posting of the updated version of this policy means you accept the amendments.

  16. Scope and Applicable Law.

    1. The scope and application of this policy are limited to what is explicitly provided herein, and to Applicable Laws. This policy neither creates nor grants individual rights, and does not place us under any obligation, except for the rights and obligations related to Applicable Laws on the protection of personal information in effect in the Province of Quebec.

    2. If, in a specific case, this confidentiality policy was to contradict Applicable Laws on the protection of personal information, it would be interpreted, in this case, in a manner enforcing and upholding said Applicable Laws.

    3. Any Proceeding concerning this policy, or concerning our use, collection or disclosure of any Personal Information will be governed by the Laws of Quebec (and applicable Canadian Laws), and heard in a court in Montreal, Quebec.

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