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SaaS Agreement

Software Subscription Agreement

The Master Subscription Agreement governing your company's use of the PixelAdmin platform.

Last updated:May 2, 2026

1. Acceptance of Agreement

This Master Subscription Agreement (“the Agreement”) is a legally binding contract between the company you represent (“the Customer”, “the Company” or “you”), and PixelAdmin ApS (“PixelAdmin”, “we”, “us” or “our”). The Service is exclusively intended for business-to-business (B2B) use and is not available to consumers.

By signing an order confirmation, creating a company account, or using the Service, you confirm that you have the necessary authority to enter into this agreement on behalf of the company. This agreement is supplemented by our End User License Agreement (EULA), Service Level Agreement (SLA), Data Processing Agreement (DPA) and Privacy Policy.

2. Definitions

  • Service/Platform: PixelAdmin's cloud-based enterprise solution for content production, workflow management, and asset storage during the production phase, including the Studio Platform and Customer Portal, along with associated APIs, integrations, and documentation.
  • Studio Platform: The portion of the Service provided to commercial photo studios to manage production workflows, samples, retouching, and deliverables (Starter, Professional, and Enterprise).
  • Customer Portal: The portion of the Service enabling a brand to receive, approve, annotate, download, and distribute assets produced by a studio or uploaded by the brand itself. The Customer Portal is offered in four tiers: Free, Pro, Business, and Enterprise.
  • Studio: The legal entity subscribing to the Studio Platform and acting as the creative service provider for one or more brands.
  • Brand: The legal entity using the Customer Portal, either through an invitation from a Studio (Free tier) or via an independent subscription (Pro, Business, or Enterprise) with PixelAdmin.
  • Customer: The legal entity (Studio or Brand) purchasing access to the Service and entering into this Agreement with PixelAdmin.
  • End User: An employee, freelancer (e.g., photographer, retoucher, or marketing professional), or partner granted access to the Platform by the Customer via a named account.
  • Share Recipient: A natural or legal person without a named account accessing content on the Service via a share link (share.pixeladmin.com/[token]) generated by a Customer or End User.
  • Customer Content: All data, files, images, videos, product sheets, metadata, and comments uploaded to or generated within the Platform by the Customer, their End Users, or a collaborating Studio/Brand on behalf of the Customer.
  • Brand Data: The subset of Customer Content owned by a Brand, including product sheets uploaded by the Brand, approvals, annotations, download history, and brand-specific configuration in the Customer Portal.
  • Studio Data: The subset of Customer Content owned by a Studio, including raw files, retouched assets, workflow configuration, sample records, and production metadata.
  • AI Credits: The unit of measurement used to calculate the consumption of AI features in the Customer Portal. One AI Credit generally equals one AI operation (e.g., auto-tagging one image, one visual search, or one background removal). Current consumption rates per operation are outlined in PixelAdmin's pricing documentation and may be adjusted with 30 days' notice.
  • Sub-processors: The third parties PixelAdmin uses to deliver parts of the Service. As of the effective date of this Agreement, these are limited to Microsoft (Azure hosting in the EU, Azure AD B2C, Cosmos DB, Application Insights, and Communication Services) and Google (Vertex AI Gemini in the EU region via Google Ireland Ltd, operated in no-training mode).

3. The Service & Subscriptions

3.1. Provision of the Service

PixelAdmin grants the Customer a limited, non-exclusive, non-transferable right to access and use the Service during the subscription period for the Customer's internal business purposes.

3.2. Limitations, Data Storage, and Overage

The Service is provided subject to the specific limits (e.g., number of users, active storage space, API calls) outlined in the Customer's subscription plan. If these limits are exceeded, PixelAdmin reserves the right to invoice for overage at the current applicable rates, or require a subscription plan upgrade.

Archiving: To maintain optimal performance, PixelAdmin reserves the right to automatically move inactive assets to "Cold Storage" (which may result in longer retrieval times) if the Customer's usage exceeds the agreed limit for active storage, unless otherwise agreed.

3.3. Fair Use, System Integrity, and API Rate Limiting

Even though we build to handle large volumes of data, the use of the Service is subject to a "Fair Use" policy. If the Customer's usage significantly exceeds normal commercial use and threatens platform stability, PixelAdmin reserves the right to temporarily limit bandwidth or API access.

API Abuse: PixelAdmin reserves the right, without prior notice, to block API keys or rate-limit API calls if a script, integration, or pattern threatens the infrastructure's stability for other customers.

3.4. Third-Party Integrations & API Changes

The Service may allow you to connect to third-party applications (e.g., e-commerce platforms or Adobe). While we aim to provide robust support, we are not responsible for downtime, data loss, or lack of functionality caused by third-party systems. Disruptions to integrations as a result of third-party API changes, deprecations, or rate limits are not considered not as Downtime under our SLA.

3.5. Beta and Preview Features

From time to time, we may offer new features labeled as “preview” or “beta”. These features are provided for testing and evaluation purposes. They are offered “as-is” without any warranty, may contain errors, and are not covered by our Service Level Agreement (SLA). The processing of personal data in connection with beta features is governed by our Beta Data Processing Agreement (Beta DPA).

4. Customer Portal and Brand Subscriptions

4.1. Purpose and Dual-Sided Model

The Customer Portal is an independent part of the Service where a Brand can receive, approve, annotate, download, and distribute assets. The Customer Portal can be adopted via two tracks: (i) a Studio invites a Brand to receive deliverables, granting the Brand automatic access to a Free tier account, or (ii) a Brand independently creates an account and subscribes to a Pro, Business, or Enterprise plan directly with PixelAdmin.

Each track establishes an independent contractual relationship between PixelAdmin and the Studio or the Brand, respectively. The Studio's agreement with PixelAdmin strictly covers the Studio Platform and any Free tier accounts activated for its clients. The Brand's agreement with PixelAdmin covers the Brand's own use of the Customer Portal, including any paid features, brand-uploaded content, AI Credits, and distribution integrations. At no point can a Studio commit to obligations on behalf of the Brand towards PixelAdmin, and vice versa.

4.2. Brand Subscription Tiers

The Customer Portal is available in four tiers. The applicable pricing, storage and credit quotas, user seat limits, and overage rates are published on PixelAdmin's pricing page and in the Customer Portal, which takes precedence in the event of a discrepancy with this Agreement. Specific amounts and quotas for the individual subscription are detailed in the Brand's order confirmation or Order Form. Prices are generally quoted exclusive of VAT and invoiced in Danish Kroner (DKK) unless otherwise agreed in writing:

  • Free (Studio-Paid): Activated by the Studio as part of its own subscription. Includes core functionality for the Brand to receive, approve, comment on, and download assets delivered by the Studio, within the quotas for collections, uploads, retention periods, and metadata filters published at any given time on the pricing page. AI features are not included in this tier.
  • Pro: Independent brand subscription for the individual brand user featuring unlimited retention for active collections, basic AI image processing, download presets, guest sharing via links, image annotations, and permanent asset links suitable for embedding in external systems. Specific storage, AI credit, and user quotas, as well as the monthly price, are detailed on the pricing page and the Customer Portal.
  • Business: Includes all Pro features as well as advanced AI functionality (auto-tagging, visual search), omnichannel distribution to channels like Shopify and Zalando, full API and webhook access, role-based permissions, advanced analytics, and a complete audit trail for compliance purposes. Specific storage, AI credit, and user quotas, as well as the monthly price, are detailed on the pricing page and the Customer Portal.
  • Enterprise – Custom Pricing: Tailored for large brands and enterprises. Includes a seat pool, storage space, and AI capacity agreed individually in the Order Form, SSO/SAML federation, SCIM provisioning, IP whitelisting, a contractual guarantee of EU data residency, custom domain, separate SLA, a dedicated Customer Success Manager, and migration and onboarding assistance.

4.3. Who Pays for What

The Studio pays for its own use of the Studio Platform and the Free tier accounts it activates for its Brands. The Studio does not pay for a Brand's potential upgrade to Pro, Business, or Enterprise; such subscriptions are billed directly by PixelAdmin to the respective Brand. If a Brand upgrades from Free to a paid tier, their data remains intact, but the ownership and billing for the subscription shift from the studio-paid track to the brand-paid track.

A Brand is never obligated to upgrade as a condition for receiving deliverables from a Studio, and a Studio cannot make upgrading a prerequisite for collaboration without the Brand's explicit written consent. PixelAdmin does not provide commission, referral fees, or other financial compensation to Studios for upgrades made by invited Brands, unless the Studio is enrolled in a specific partner program.

5. Free Tier and Retention

5.1. 12 Months of Active Retention

On the Free tier, each collection is stored for 12 months from the date of creation or the last addition of new assets, whichever is later. During the retention period, the Brand and its End Users have unlimited access to view, download, comment, and share assets under the Free tier terms. This retention period is a guaranteed minimum; PixelAdmin may choose to keep the collection available longer without altering the rights or obligations of the parties.

5.2. Expiry Warnings and Phase-Out

At least 30 days before the retention period expires, PixelAdmin will send an automated alert to the Brand's registered administrator email. This alert details the collections scheduled to expire and provides instructions for downloading assets, upgrading to a paid tier, or purchasing extended storage. It is the Brand's responsibility to ensure the administrator email is accurate and monitored. Failure to act on this warning does not exempt the Brand from expiry consequences, nor does it void the Brand's right to the subsequent recovery window detailed in section 5.3.

5.3. 90-Day Recovery Window

Once a collection expires, its assets are moved to a locked recovery state for an additional 90 days. During this period, assets are no longer visible in the standard view but can be reactivated if the Brand (i) upgrades to a paid tier, (ii) purchases a one-time recovery module, or (iii) requests the Studio to renew the collection as part of the Studio's subscription. After the recovery window expires, the assets are permanently deleted from our primary infrastructure in accordance with our Data Processing Agreement (DPA), with any backups expiring according to the DPA's backup cycle.

5.4. Downloads Are Always Free

Regardless of the Brand's subscription tier, PixelAdmin never charges a separate fee for a Brand to download its own assets, including assets delivered by a Studio via the Client Portal, as long as the assets are in the active retention period or the recovery window. This right persists even if the Brand cancels its paid subscription and downgrades to the Free tier. Any volume limits on concurrent downloads, bandwidth, or automated API calls are governed by the general Fair Use policy in section 3.3 and are not considered a fee.

5.5. Retention on Paid Tiers

On Pro, Business, and Enterprise plans, the retention period is unlimited as long as the respective subscription remains active and paid. Upon cancellation or non-payment of a paid tier, the Brand downgrades to the Free tier retention terms. However, collections that have already exceeded 12 months of inactivity at the time of cancellation will immediately enter the recovery window (section 5.3) from the cancellation date. The Brand is responsible for exporting any assets they wish to keep outside of PixelAdmin's infrastructure.

6. The Studio-Brand Relationship

6.1. Two Independent Contracting Parties

The Studio and the Brand are two independent contracting parties in relation to PixelAdmin. A Studio's acceptance of this Agreement does not bind the Brand, and vice versa. Each Brand accepts this Agreement upon their first login to the Client Portal, where they are presented with the terms and must provide active consent before using the portal. Until consent is given, the Brand's access is restricted to viewing that a collection has been made available and completing the necessary acceptance and verification process.

6.2. Studios Cannot Bind Brands

A Studio is not authorized to accept subscription upgrades, additional AI Credits, storage expansions, or other financial obligations on behalf of a Brand. If a Studio initiates such an action in the Client Portal, it is only considered binding once the Brand has confirmed the order via the portal's designated checkout flow. Similarly, a Brand cannot bind the Studio to services or delivery obligations beyond what is stipulated in their underlying creative collaboration agreement, to which PixelAdmin is not a party.

6.3. Brand-Uploaded Product Sheets and Orphan Products

Brands can upload their own product sheets (CSV/Excel) and product data to the Client Portal at any time, even before a Studio has delivered the corresponding assets. Within the platform, these products are referred to as 'orphan products' and remain the property of the Brand. PixelAdmin treats this data as Brand Data and does not grant the Studio access to it unless the Brand explicitly shares it as part of a collection or workflow. Conversely, the Studio may suggest linking its deliverables to existing orphan products, but this only takes effect once the Brand confirms the link.

6.4. Brand Data Persists After Studio Cancellation

If the Studio cancels its Studio platform subscription or if the subscription lapses due to non-payment, the Studio's right to produce new deliverables in the Studio platform terminates. However, Brand Data generally remains accessible to the Brand in the Client Portal for a 90-day transition period following the Studio's termination. This allows the Brand to export data, transition to an alternative provider, or establish an independent Brand subscription with PixelAdmin (conversion path).

If the Brand signs up for an independent Pro, Business, or Enterprise subscription within this 90-day period, all existing Brand Data will migrate to the new subscription without data loss. If no independent subscription is created, the Brand's access downgrades to a passive Free tier state, subject to the limitations in section 4.2 and the retention rules in sections 5.1–5.3. Studio Data, including raw files and workflow configurations not delivered to the Brand, is deleted according to the Studio's agreed offboarding process and will not be handed over to the Brand without the Studio's consent.

6.5. GDPR Roles and Joint Workflows

The Studio and the Brand act as independent data controllers for the personal data they determine the purpose of processing. PixelAdmin acts as a data processor for both. In review and approval flows where the Studio and Brand jointly determine which assets to approve and distribute, the parties may act as independent controllers with a common processing activity, but they are not joint controllers under GDPR Art. 26 unless otherwise agreed in writing directly between them. A detailed description of processing activities is provided in our Data Processing Agreement.

8. Fees and Payment

The Customer agrees to pay the fees specified in the order confirmation, the subscription selected within the platform, or the pricing list active at the time of purchase. All prices are listed in Danish Kroner (DKK) and exclude VAT and any other public taxes imposed by the Customer's jurisdiction. PixelAdmin invoices in the currency stated on the order confirmation; if invoicing occurs in a currency other than DKK, the Danish Central Bank's official exchange rate on the invoice date applies unless otherwise agreed.

  • Invoicing: Subscriptions are billed in advance for each billing cycle. Consumption-based add-ons (like extra AI Credits or additional storage) are billed in arrears during the subsequent cycle. All amounts are exclusive of VAT.
  • Payment Terms: Unless otherwise agreed in writing, invoices are due net 14 days from the invoice date. Payments are made via bank transfer, credit card, or other payment methods provided by PixelAdmin at the time of order.
  • Auto-Renewal: Subscriptions automatically renew for a new term equal to the preceding one (monthly or annually) unless the Customer cancels prior to expiration in accordance with section 14. PixelAdmin will send an automated notice to the Customer's registered administrator at least 30 days before an annual renewal and 7 days before a monthly renewal, detailing the next renewal date, current price, and cancellation procedure. EU-based Customers have the right to cancel any ongoing subscription term with a maximum of two months' notice in compliance with the EU Data Act, even if this shortens the original commitment period.
  • Upgrades: Customers can upgrade their subscription at any time (e.g., from Pro to Business, or Starter to Professional). Upgrades take effect immediately, and the price difference is prorated for the remainder of the current billing cycle. New features and higher limits, including additional AI Credits, are available instantly upon upgrade.
  • Downgrades: Downgrades take effect at the start of the next billing cycle. Until then, the Customer retains access to the features and limits of their current tier. Any prepaid fees for the higher tier are non-refundable and will not be credited toward future invoices. The Customer must ensure their usage post-downgrade complies with the new tier's limits, including storage space, seats, and AI Credits.
  • AI Credits and Consumption: AI Credits included in a subscription tier are allocated at the start of each billing cycle and expire at the end of the period. Unused AI Credits do not roll over to the next cycle unless the Customer is on an Enterprise plan or otherwise explicitly agreed in writing. Usage exceeding the included AI Credits is billed as overages at the current unit rate, or the Customer may choose to purchase a dedicated credit pack. PixelAdmin may adjust the price per credit and the consumption rate per operation with 30 days' written notice.
  • Storage Overage: If the Customer's total storage consumption exceeds the included limit for the selected tier, PixelAdmin will send a notification and give the Customer a 14-day grace period to either reduce usage, upgrade the subscription, or purchase additional storage blocks. After this period expires, PixelAdmin will charge a storage overage fee in accordance with the applicable pricing published on the pricing page and in the Customer Portal, until consumption is back within the limit. PixelAdmin will not automatically charge for overages without prior notice.
  • Late Payment and Abandoned Data: In the event of late payment, PixelAdmin may charge default interest in accordance with the Danish Interest Act, plus a reminder fee per notice sent. For persistent non-payment, PixelAdmin reserves the right to suspend Service access and freeze Customer data. If an invoice remains unpaid for more than 60 days past the due date, PixelAdmin may, after providing at least 30 days' written notice, permanently delete the Customer's data and assets without further liability. Prior to deletion, the Customer will be offered a final chance to export data against payment of the outstanding balance.
  • Price Adjustments: PixelAdmin may adjust subscription pricing once annually, effective from the next renewal date, provided the Customer receives written notice at least 60 days prior. The notice will state the new price, the effective date, and the Customer's right to cancel their subscription without penalty from the proposed effective date if they reject the price change.
  • Onboarding and Migration: Standard subscriptions include platform access and our standard self-serve onboarding flow. Comprehensive onboarding, complex workflow setup, or large-scale data migration from legacy systems are considered professional services and will be billed separately under a distinct Statement of Work (SoW).

9. Intellectual Property & Data

9.1. PixelAdmin's Rights

The platform—including its software, design, codebase, algorithms, prompts, model fine-tuning, and documentation—is and will remain the exclusive property of PixelAdmin or its licensors. Nothing in this Agreement transfers any intellectual property rights to the Customer beyond the explicit right of use outlined in section 3.1.

9.2. Brands Own Brand Data, Studios Own Studio Data

The Brand retains all ownership and intellectual property rights to Brand Data, including Brand-uploaded product sheets, approvals, annotations, brand configurations, and Brand-uploaded media files. Similarly, the Studio retains all rights to Studio Data, including raw files, retouched deliverables (subject to the parties' internal creative agreement), workflow configurations, and production metadata. PixelAdmin claims no ownership of either Brand Data or Studio Data.

When a Studio delivers a finished asset to a Brand via the Client Portal and the Brand accepts the delivery, the usage rights to that asset are considered transferred in accordance with the underlying creative agreement between the Studio and the Brand, to which PixelAdmin is not a party. PixelAdmin is not responsible for interpreting or enforcing this creative agreement and assumes no liability for disputes between the Studio and the Brand regarding rights transfer.

9.3. License to PixelAdmin

To enable us to provide the Service, each Customer grants us a limited, non-exclusive, royalty-free license to host, store, reproduce, process, modify, and display Customer Content, solely to the extent necessary to deliver the features selected by the Customer (e.g., generating thumbnails, optimizing display, performing AI operations at the Customer's explicit request, and distributing to channels selected by the Customer). The license terminates upon the Customer's termination, provided however that legally required logs and audit trails may be retained for the statutory period.

9.4. Dual-Controller Scenarios in Review and Approval

In review, commenting, and approval flows between a Studio and a Brand, personal data is typically involved (e.g., commentators' names, email addresses, and individuals depicted in the deliverables), where both the Studio and the Brand independently determine the purpose of processing in relation to their respective business interests. The parties are generally considered independent data controllers in a sequential chain, and not joint controllers, cf. section 6.5. PixelAdmin processes personal data as a data processor for each party in accordance with our Data Processing Agreement and provides each party with the logs and audit trails necessary to fulfill their respective information obligations towards the data subjects.

9.5. Right to Publicity

The Customer grants PixelAdmin permission to use the Customer's company name and logo in PixelAdmin's marketing materials and on the website as a reference. The permission does not include displaying Customer Content without separate written consent. The Customer may withdraw consent at any time by written notice to PixelAdmin, and PixelAdmin will then remove active use of the Customer's company name and logo from future marketing materials within 30 days.

10. Artificial Intelligence (AI)

PixelAdmin highly prioritizes the Customer's ownership and security when using AI. AI features are an integral part of the Service and are used by Studios in the Studio platform and by Brands in the Customer Portal (from the Pro tier upwards), including for auto-tagging, visual search, background removal, description generation, and quality control.

10.1. Underlying AI Service

The AI features in the Service are provided using Google Vertex AI Gemini, operated by Google Ireland Ltd. as a sub-processor. The Vertex AI instance used by PixelAdmin is configured to run in an EU region (typically europe-west) and is contractually set in 'no-training-mode', which means neither Google nor PixelAdmin may use Customer Content sent to the model to train, fine-tune, or improve global or public AI models. PixelAdmin maintains the contractual guarantees by passing Google's obligations on in our Data Processing Agreement.

10.2. Training and Improvement

AI Training: PixelAdmin uses not Customer Content to train global or public AI models, and PixelAdmin also does not share Customer Content with Google or other third parties for training purposes. If PixelAdmin later wishes to train customer-specific models to improve the Customer's own workflows, this will only happen with the Customer's explicit and specific consent (opt-in), which can be withdrawn at any time.

10.3. The AI Credits Model for Brand

In the Customer Portal, the Brand's access to AI features is controlled via AI Credits, cf. the definition in section 2 and payment rules in section 8. The Free tier contains no AI Credits. The Pro tier includes 50 AI Credits per month, the Business tier includes 200 AI Credits per month, and the Enterprise tier can be agreed upon with an unlimited or individually determined allocation. The current consumption per AI operation as well as the price of extra credits appears in PixelAdmin's pricing documentation, which can be adjusted with 30 days' notice. Consumption is displayed in real-time in the Customer Portal's usage overview, and the Brand can set up automatic warnings at specified consumption thresholds.

10.4. AI Output, Liability and Human Oversight

AI-generated output (e.g., automatically generated tags, descriptions, search results, or masks) is an aid and not a final quality guarantee. The Customer is responsible for reviewing and approving AI output before it is used in commercial deliverables or distributed externally. PixelAdmin assumes no liability for erroneous AI output, including incorrect tags, missing background objects, misinterpretations of visual search, or hallucinations in automatic descriptions. The detailed terms for AI usage, including the specific description of processing, appear in our AI Data Processing Agreement (AI DPA).

11. Right of Withdrawal and B2B Exemption

11.1. Service Provided B2B

PixelAdmin exclusively sells its services to business customers (B2B). The Service is not intended for, marketed to, or available to consumers, and creating an account is always done on behalf of a legal entity, personal company, or sole proprietorship acting as part of its trade. The rules of the Consumer Contracts Act, including the rules on the 14-day right of withdrawal for distance selling, do not generally apply to agreements entered into under this Agreement.

11.2. Sole Proprietorships and Consumer Status

PixelAdmin recognizes that a sole proprietorship or similar self-employed person may, upon a specific assessment, qualify as a consumer under the Consumer Contracts Act if the agreement is actually entered into mainly outside the person's trade. In such extraordinary cases, the rules of the Consumer Contracts Act apply to the extent they are mandatory.

11.3. Right of Withdrawal for Digital Services

For agreements where the Customer may be covered by the Consumer Contracts Act, the Customer generally has a 14-day right of withdrawal from the conclusion of the agreement. However, the Service is delivered as a digital service, and delivery begins immediately when the Customer activates their account or first logs into the Service.

Upon activating the Service, the Customer is therefore asked to explicitly consent to (i) the delivery of the digital service beginning before the expiry of the withdrawal period, and (ii) the Customer acknowledging that the right of withdrawal thus lapses when the Service is fully delivered or, for continuous services, when delivery has begun, cf. § 18(2)(13) and § 25 of the Consumer Contracts Act. Without the Customer's consent to these two points, the Service cannot be activated with immediate delivery.

11.4. Exercising the Right of Withdrawal

If the Customer is covered by the right of withdrawal in a given case, and delivery of the Service has not yet begun, the Customer may exercise their right of withdrawal by sending an unambiguous declaration to legal@pixeladmin.com within 14 days of the agreement's conclusion. Upon valid exercise of the right of withdrawal, all paid amounts are refunded without undue delay and at the latest 14 days after PixelAdmin's receipt of the notification. If delivery has begun with the Customer's consent as described in section 11.3, the right of withdrawal has lapsed, and the Customer may instead use the standard termination rules in section 14.

12. Disclaimer, Limitation & Indemnification

12.1. Disclaimer

THE SERVICE IS PROVIDED “AS IS AND AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE.

12.2. Physical Samples

The Service may include functionality for tracking physical samples and equipment. PixelAdmin provides solely a digital interface for this tracking. PixelAdmin assumes no liability for the loss, theft, damage, or delay of physical items, regardless of whether such events result from Service errors, inaccurate data entry, or other factors. Physical custody and insurance of all assets remain solely the Customer's responsibility.

12.3. Limitation of Liability

PIXELADMIN'S TOTAL LIABILITY TO THE CUSTOMER FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE USE OF THE SERVICE SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO PIXELADMIN DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. PIXELADMIN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA.

12.4. Exceptions to the Limitation of Liability

The limitation of liability in Section 12.3 does not apply to (i) a party's willful misconduct or gross negligence, (ii) a party's breach of the confidentiality obligations in Section 13, (iii) the Customer's payment obligations in Section 8, (iv) PixelAdmin's or the Customer's indemnification obligations in Sections 12.5 and 12.6, (v) a party's breach of applicable data protection laws, including the GDPR, to the extent such a breach is subject to a higher independent liability cap under the Data Processing Agreement, or (vi) liability that cannot be limited under mandatory Danish law. For claims falling under (i)–(v), an extended super-cap applies, equal to two (2) times the amount paid by the Customer to PixelAdmin in the twelve (12) months immediately preceding the event giving rise to liability, provided that the general prohibition against indirect loss in Section 12.3 remains applicable unless specifically waived in this Agreement or the Data Processing Agreement.

12.5. PixelAdmin's Indemnification for IP Infringement

PixelAdmin will defend the Customer at its own expense against any third-party claim alleging that the Customer's authorized use of the Service in accordance with the Agreement infringes the third party's copyright, trademark, design right, patent, or trade secrets under European or Danish law, and PixelAdmin will pay any final damages and legal costs awarded, or any settlement amounts explicitly approved by PixelAdmin in writing.

This obligation is contingent upon the Customer (a) notifying PixelAdmin in writing of the claim without undue delay and no later than 30 days after the Customer becomes aware of it, (b) granting PixelAdmin full control over the defense and settlement negotiations, (c) providing reasonable assistance at PixelAdmin's expense, and (d) not making any admissions or entering into settlements without PixelAdmin's prior written consent. If the Customer's failure to notify or cooperate materially prejudices the defense, PixelAdmin's obligation will be reduced proportionally.

If the Service becomes, or in PixelAdmin's reasonable opinion is likely to become, the subject of an IP claim, PixelAdmin may, at its option and expense, (i) procure for the Customer the right to continued use, (ii) modify or replace the infringing component with a functionally equivalent component, or (iii) terminate the affected subscription and provide a pro-rata refund of prepaid fees for the unused portion of the term. The measures in (i)–(iii) constitute the Customer's sole and exclusive remedy for IP claims.

PixelAdmin's obligation under Section 12.5 does not cover claims arising from (a) the Customer's use of the Service in violation of the Agreement, documentation, or applicable law, (b) the Customer's combination of the Service with products, data, or services not provided by PixelAdmin, where the infringement would not have occurred but for the combination, (c) Customer Content, including Studio Data and Brand Data, (d) the Customer's continued use of a version of the Service after PixelAdmin has provided a non-infringing update or workaround, or (e) use of beta or preview features.

12.6. Customer's Indemnification

The Customer agrees to defend, indemnify, and hold PixelAdmin ApS, its affiliates, directors, and employees harmless from and against all third-party claims, damages, fines, losses, and reasonable legal costs arising out of or in connection with (a) the Customer's or End Users' breach of this Agreement, including the Acceptable Use Policy, (b) allegations that the Customer Content, Studio Data, Brand Data, or the Customer's instructions infringe a third party's intellectual property rights, privacy rights, model rights, or other rights, (c) the Customer's sharing of content via sharing links in violation of Section 7, (d) claims from the Customer's own clients or suppliers regarding the underlying creative agreement between the Studio and the Brand, or (e) the Customer's violation of applicable laws, including export control, sanctions, and data protection laws, cf. Section 20.

PixelAdmin will notify the Customer in writing of any claim without undue delay, grant the Customer primary control of the defense (though PixelAdmin may participate with its own counsel at its own expense), and refrain from entering into any settlement that imposes financial or declaratory obligations on the Customer without the Customer's prior written consent, which may not be unreasonably withheld.

12.7. SLA as Exclusive Remedy for Downtime

Service credits calculated and issued in accordance with our Service Level Agreement constitute the Customer's sole and exclusive remedy for any failure to meet the agreed uptime target or other service levels governed by the SLA. The Customer is not entitled to terminate the Agreement, claim damages, demand a proportionate reduction, or seek other remedies due to downtime, unless the Service has a monthly uptime percentage below 95% in a consecutive calendar month and PixelAdmin fails to remedy the issue within 30 days despite written notice; in such cases, the Customer may terminate the affected subscription with immediate effect and obtain a pro-rata refund of prepaid, unused fees as described in Section 14.5.

13. Confidentiality

13.1. Definition of Confidential Information

Confidential information means any non-public information disclosed by one party to the other in connection with the Agreement, whether disclosed in writing, orally, visually, or in electronic form, and which is either marked as confidential, identified as confidential at the time of disclosure, or should reasonably be understood to be confidential given the nature of the information or the circumstances of disclosure. Examples include, without limitation, Customer Content, unpublished assets and creative concepts, commercial terms and pricing, product roadmaps, source code, security architecture, audit reports, customer lists, End User Data, as well as business plans and financial information.

13.2. Obligations

The receiving party shall (i) use the disclosing party’s confidential information solely to fulfill its obligations or exercise its rights under the Agreement, (ii) protect the confidential information with at least the same degree of care as it uses to protect its own confidential information of a similar nature, and in no event with less than reasonable commercial care, (iii) restrict access to the confidential information to employees, affiliates, advisors, and subcontractors who have a bona fide need to know the information for the performance of the Agreement and who are bound by confidentiality obligations no less stringent than those set forth in this section, and (iv) not disclose the confidential information to any third party without the disclosing party’s prior written consent, except as provided in section 13.4.

13.3. Exceptions

The obligations in section 13.2 do not apply to information that the receiving party can document (a) was publicly available at the time of disclosure or subsequently became publicly available without a breach of the Agreement, (b) was lawfully in the receiving party's possession without a confidentiality obligation prior to disclosure, (c) was independently developed by the receiving party without use of or reference to the disclosing party’s confidential information, or (d) was lawfully received from a third party not subject to a confidentiality obligation toward the original disclosing party.

13.4. Required Disclosure

If the receiving party is required by law, court order, or binding regulatory authority to disclose confidential information, disclosure may be made, but only to the extent necessary, provided that the receiving party—where lawful and practicable—notifies the disclosing party in writing without undue delay, giving the disclosing party the opportunity to contest the disclosure or seek an appropriate protective measure. The receiving party will reasonably assist the disclosing party, at the disclosing party’s request and expense, in such efforts.

13.5. Duration, Return, and Breaches

The obligations in section 13 remain in effect for the term of the Agreement and for five (5) years thereafter, provided that confidential information qualifying as trade secrets under applicable trade secret law remains protected for as long as it qualifies as a trade secret. Upon termination of the Agreement, each party will, upon the other party’s written request, return or delete the other party’s confidential information in its possession, provided that (i) legally required archival copies and standard backup copies may be retained in accordance with the party's standard retention policy, and (ii) PixelAdmin's obligations regarding the deletion of Customer Content are governed by the DPA and section 14.5. A breach of section 13 may cause irreparable harm, and each party therefore acknowledges that the non-breaching party may seek injunctive relief and other equitable remedies without the obligation to post a bond, in addition to seeking damages.

14. Termination and Cancellation

14.1. Notice of Termination

Subscriptions automatically renew for a new term equal to the previous one, unless terminated in writing or via the Customer's account settings at least 30 days before the end of the current term. However, Customers established in the EU always have the right to terminate any continuous subscription term with a maximum of two (2) months' notice, cf. the EU Data Act, regardless of the initial commitment period. Brand subscriptions at the Pro and Business tiers may also be terminated monthly, effective from the end of the current billing month.

14.2. Termination for Cause

Either party may terminate the Agreement immediately if the other party materially breaches the Agreement and fails to cure such breach within 14 days after written notice. Material breach includes, but is not limited to, failure to pay undisputed amounts when due, breach of confidentiality, severe violation of the acceptable use policy, repeated violations of security or export control obligations, or a party's entry into bankruptcy, suspension of payments, reconstruction, or similar insolvency proceedings, where such conditions are not remedied within 30 days.

14.3. Data Export and Portability

Upon termination of the subscription, the Customer has the right, within a period of 30 days (or 90 days for Brand data under section 6.4), to export their Customer Content in a commonly used, machine-readable format. PixelAdmin offers a standardized export via the platform's API and self-service tools without a separate fee in accordance with the EU Data Act. Thereafter, PixelAdmin reserves the right to securely delete the data in accordance with our DPA. However, legally required logs and audit trails are retained for the statutory period.

14.4. Suspension of Access

PixelAdmin may, without constituting a breach of the Agreement and without termination, suspend the Customer's or a named End User's access in whole or in part if (a) PixelAdmin has reasonable grounds to believe that the usage poses a security risk to other customers or to the Service's infrastructure, (b) the Customer's usage violates the acceptable use policy to such an extent that continued access is unjustifiable, (c) an invoice remains unpaid more than 30 days past due and 7 days after a specific reminder, (d) authorities, sanctions legislation, or a court order requires PixelAdmin to suspend access, or (e) PixelAdmin reasonably suspects an account has been compromised. PixelAdmin will notify the Customer of the suspension, its cause, and expected duration without undue delay, and will cooperate in good faith to restore access as soon as the underlying cause has been resolved. Suspension does not relieve the Customer of its payment obligations during the suspension period unless PixelAdmin acted without justification.

14.5. Effects of Termination

Upon termination of the Agreement, for any reason, the Customer's right to access and use the Service terminates as of the effective date of termination, subject to the export period described in section 14.3. Any due but unpaid fees must be settled immediately. If the Agreement is terminated due to PixelAdmin's uncured material breach or chronic downtime per section 12.7, PixelAdmin will issue a prorated refund of prepaid, unused fees for the remainder of the current subscription term. If the Agreement is terminated for any other reason, including the Customer's standard cancellation or PixelAdmin's termination for the Customer's material breach, prepaid fees are non-refundable unless otherwise expressly agreed in writing. Specific remedies provided elsewhere in the Agreement, including remedies in the DPA, continue to apply after termination.

14.6. Surviving Provisions

The following provisions survive the termination of the Agreement to the extent their nature warrants: section 2 (Definitions), section 8 (regarding payment obligations incurred prior to termination), section 9 (Intellectual Property and Data), section 10.4 (AI Output and Liability), section 12 (Liability and Indemnification), section 13 (Confidentiality), sections 14.3–14.6, section 15 (Governing Law and Disputes), section 16 (U.S. Provisions), section 17 (General Provisions), section 19 (Audit), section 20 (Sanctions), section 23 (Usage Data), and section 24 (Contact). Provisions in the DPA, EULA, SLA, and AUP survive in accordance with their respective terms.

15. Governing Law and Disputes

15.1. Governing Law

The Agreement and any dispute or non-contractual obligation arising out of or relating to the Agreement are governed by and construed in accordance with Danish law, excluding its conflict of law rules that would lead to the application of another jurisdiction's laws. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply to the Agreement.

15.2. Multi-Tier Dispute Resolution

Before initiating legal proceedings, the parties must attempt to resolve any dispute through an escalating process: (i) written notification of the dispute detailing the contested matter to the other party's legal contact point, (ii) good-faith negotiation between executive-level representatives for up to 30 days from notification, and (iii) if the dispute remains unresolved, either party may request mediation administered by the Danish Institute of Arbitration (Mediationsinstituttet) in accordance with its rules; such a request does not preclude access to ordinary courts but suspends any applicable statutes of limitation during the mediation period to the extent permitted by law. Section 15.2 does not prevent a party from immediately seeking injunctive relief or other provisional remedies to protect confidential information, intellectual property, or personal data.

15.3. Venue

If the Customer is not a U.S. resident (cf. section 16), any dispute that cannot be resolved as described in section 15.2 will be settled by the Copenhagen City Court as the court of first instance and exclusive venue, with the right to appeal under standard Danish procedural rules. PixelAdmin has consciously opted out of arbitration as the default dispute resolution mechanism for non-U.S. customers because the ordinary Danish courts offer efficient, transparent, and affordable access to justice, including the right to appeal and public proceedings.

Notwithstanding the above, PixelAdmin and an Enterprise Customer may agree in writing on a different venue or dispute resolution mechanism in a specific Order Form if objectively justified by the customer's regulatory environment or corporate policies. Such a deviation must be explicitly stated in the Order Form and applies solely between the contracting parties of that specific Order Form.

16. Special Provisions for the USA

16.1. Binding Arbitration

If the Customer resides or is headquartered in the US, any dispute will be finally and exclusively resolved by binding arbitration. The arbitration shall be initiated and conducted in accordance with the commercial arbitration rules of the American Arbitration Association (“AAA”). YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT WITH A JURY TRIAL.

16.2. Class Action Waiver

THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE LIMITED TO THE DISPUTE BETWEEN THE PARTIES INDIVIDUALLY. THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS.

17. General Provisions

17.1. Force Majeure

Neither party is liable for delay or failure to perform its obligations to the extent such delay or failure is caused by circumstances beyond the party's reasonable control, including but not limited to natural disasters, fire, flood, extreme weather conditions, earthquakes, war, terrorism, civil unrest, riots, government orders and regulatory actions, export and import restrictions, sanctions, embargoes, currency controls, pandemics and epidemics (including public health lockdowns), strikes, and labor disputes (except for strikes at the affected party or its immediate subcontractors where the party has a reasonable opportunity to mitigate), disruptions in public telecommunications, internet, or energy supplies, as well as cyberattacks of a scale and nature that could not be prevented with standard security measures. The affected party will notify the other party in writing without undue delay and take reasonable steps to mitigate the impact. If the force majeure condition persists for more than 60 consecutive days, the unaffected party may terminate the affected portion of the Agreement with 30 days' written notice, subject to a prorated refund of prepaid, unused fees.

17.2. Severability

If any provision of the Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect, and the parties will negotiate in good faith a valid replacement provision that best reflects the commercial and legal intent of the original provision.

17.3. Entire Agreement

The Agreement, together with the DPA, EULA, SLA, AUP, Privacy Policy, any Order Forms, and separate Statements of Work, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous written or oral agreements, proposals, presentations, or negotiations on the same subject. Marketing materials, sales presentations, and general statements not incorporated into the named documents do not form part of the Agreement.

17.4. Order of Precedence

In the event of a conflict between the documents comprising the Agreement, the following order of precedence applies, where a lower-ranking document yields to a higher-ranking one, but only to the extent of the conflict: (i) a signed Enterprise Master Agreement or individually negotiated Order Form, (ii) the DPA regarding the processing of personal data, (iii) this SaaS Agreement, (iv) the Service Level Agreement (SLA), (v) the End User License Agreement (EULA), (vi) the Acceptable Use Policy (AUP), (vii) the Privacy Policy, and (viii) PixelAdmin's general documentation and price lists. However, provisions in a lower-ranking document category that grant the Customer better terms than a higher-ranking document take precedence, unless the context clearly dictates otherwise.

17.5. Amendments

PixelAdmin may update the Agreement from time to time to reflect changes in legislation, security or compliance requirements, new features, or business realities. Material changes that are reasonably expected to adversely affect the Customer will be communicated in writing to the Customer's registered administrator email address at least 60 days prior to the effective date, allowing the Customer to cancel its subscription with effect from the proposed effective date without any lock-in obligation during the notice period. Non-material changes may take effect immediately upon publication of an updated version stating the new effective date. Any individually negotiated terms in an Enterprise Master Agreement or Order Form can only be amended by written agreement signed by authorized representatives of both parties.

17.6. Notices

Notices under the Agreement are considered validly given when sent in writing via standard business communication channels. Notices from PixelAdmin to the Customer may be sent to the Customer's registered administrator email address, displayed as in-app notifications, or sent via registered mail to the Customer's last registered business address. Notices from the Customer to PixelAdmin must be sent to legal@pixeladmin.com with a copy to PixelAdmin ApS, Falkoner Allé 90, 2000 Frederiksberg, Denmark. Notices regarding breach, termination, liability, or IP claims must be sent both by email to legal@pixeladmin.com and by registered mail to the stated address. An email notice is deemed received when sent from the sender's system without error, and a physical letter is deemed received three business days after dispatch, unless a registered mail receipt indicates a different time.

17.7. Assignment and Change of Control

The Customer may not assign its rights or obligations under the Agreement, in whole or in part, without PixelAdmin's prior written consent, which will not be unreasonably withheld. However, the Customer may, upon written notice, assign the Agreement to (i) an affiliate, or (ii) an acquirer in connection with a merger, acquisition, or sale of all or substantially all of the Customer's assets, provided the acquirer is not a competitor of PixelAdmin and assumes all obligations under the Agreement. PixelAdmin may assign the Agreement to an affiliate or an acquirer of PixelAdmin's business or relevant assets upon written notice and without the Customer's consent. If either the Customer or PixelAdmin undergoes a change of control where the new ultimate owner is a direct competitor of the other party or is subject to sanctions under section 20, the other party may terminate the Agreement with 30 days' written notice, subject to a prorated refund of prepaid, unused fees.

17.8. Subcontractors and Affiliates

PixelAdmin may perform its obligations through affiliates and subcontractors, but remains fully liable to the Customer for the acts and omissions of such parties as if they were PixelAdmin's own. The use of sub-processors processing personal data is governed separately by the DPA, which always contains an up-to-date list and a notification regime for new sub-processors.

17.9. Independent Contractors

The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship between the parties, and neither party has the authority to bind the other or enter into agreements on the other party's behalf.

17.10. No Waiver

A party's failure or delay in exercising any right or remedy under the Agreement does not constitute a waiver of that right or remedy, and partial exercise does not preclude further exercise. A waiver is only valid if provided in writing and signed by the waiving party, and applies only to the specific instance for which it is given.

17.11. No Third-Party Beneficiaries

The Agreement confers no rights on third parties, and no third party may enforce the provisions of the Agreement, unless expressly stated otherwise in the Agreement, an Order Form, or a mandatory legal rule. However, PixelAdmin's affiliates and employees may invoke limitations of liability and indemnities established in their favor.

17.12. Language and Interpretation

The Danish-language version of the Agreement is the authoritative version. Any translations are provided solely for convenience, and in the event of a conflict, the Danish version prevails. Headings are provided for convenience only and do not affect interpretation. References to legislation encompass the version in force at any given time, including amendments and superseding regulations.

17.13. Tax, VAT, and Currency

All prices are stated exclusive of VAT and other public taxes that may be imposed by the Customer's jurisdiction. For Customers domiciled in an EU country outside Denmark with a valid VAT number, PixelAdmin applies reverse charge rules in accordance with the EU VAT Directive, whereby the Customer is responsible for accounting for VAT in its home country. Customers outside the EU are invoiced without Danish VAT, but are fully responsible for remitting any local sales tax, withholding tax, or other levy. Where local law requires withholding, the due amount must be grossed up so PixelAdmin receives the amount it would have received without withholding, unless PixelAdmin can secure a valid exemption under a double taxation treaty. PixelAdmin generally invoices in Danish Kroner (DKK); invoicing in Euros (EUR) or US Dollars (USD) may be agreed upon in the Order Form, in which case the exchange rate will be fixed at the Danish Central Bank's official median rate on the invoice date, unless otherwise agreed in writing. Cryptocurrency is not accepted as a form of payment.

17.14. Counterparts and Electronic Acceptance

The Agreement may be accepted by click-through in the Service, digital signature, email confirmation from an authorized representative, or execution of a physical copy. Acceptance in any of these formats constitutes a binding agreement and satisfies any written form or signature requirement under Danish law. Electronically exchanged counterparts have the same legal effect as originals.

17.15. Security Incident Notification and NIS2

PixelAdmin shall notify the Customer of any confirmed security incidents affecting Customer Content in accordance with the timelines and procedures set out in the Data Processing Agreement and Privacy Policy. Where the Customer is considered an essential or important entity under the NIS2 Directive (EU 2022/2555) or its Danish implementation, PixelAdmin will loyally cooperate in providing the information necessary for the Customer to fulfill its own notification obligations to supervisory authorities, provided, however, that PixelAdmin does not assume any direct notification obligations to the Customer's supervisory authorities.

17.16. Data Storage Location and Data Portability (Data Act)

Customer Content is generally stored in Microsoft Azure regions within the EU/EEA, cf. the Data Processing Agreement. PixelAdmin supports the Customer's right to switch cloud and data processing services in accordance with the EU Data Act (Regulation 2023/2854), including by making the export of Customer Content available in open, commonly used, and machine-readable formats, and by using reasonable efforts to remove technical, commercial, and contractual obstacles to switching within the timeframes stipulated in the Regulation. Any switching-related fees will be gradually reduced in accordance with the Data Act's transitional rules and will be eliminated entirely from the date the Regulation requires full elimination.

18. Professional Services and Statement of Work

18.1. Scope of Professional Services

In addition to the subscription to the Service itself, PixelAdmin may provide professional services, including strategic onboarding, setup of complex workflows, data migration from legacy systems, custom integrations to PIM, ERP, e-commerce, or DAM systems, custom reports, AI model fine-tuning upon the Customer's explicit opt-in, as well as tailored training and enablement. Professional services are agreed upon separately in a Statement of Work (SoW) or Order Form that references this SaaS Agreement as the master agreement.

18.2. Delivery, Acceptance, and Change Management

Professional services are delivered on a best-effort basis according to the timeline and deliverables specified in the SoW, unless a fixed price and binding delivery deadlines are specifically agreed upon. The Customer's acceptance or comments on a deliverable must be submitted in writing within 10 business days of receipt, failing which the deliverable is deemed accepted. Changes to the scope, timeline, or price are managed via a written change request, which must be signed by authorized representatives of both parties before the modified work commences.

18.3. Background IP and Foreground IP

Each party retains ownership of all its background IP, i.e., any intellectual property developed or acquired outside the scope of the SoW. Foreground IP arising from the professional services that constitutes generic platform, integration, or methodology components valuable to customers other than the Customer is owned by PixelAdmin, with the Customer receiving a perpetual, non-exclusive, non-transferable right to use these foreground components in connection with the Service. Foreground IP specifically tailored to the Customer's unique business logic (such as the Customer's brand-specific templates, data definitions, or proprietary workflows) is owned by the Customer and may not be reused by PixelAdmin for other customers without the Customer's prior written consent. The allocation of ownership may be modified in the individual SoW.

18.4. Personnel and Non-Solicitation

PixelAdmin assigns qualified personnel to the professional services and may substitute personnel with equivalent qualifications as needed. During the term of the Agreement and for 12 months thereafter, neither party may actively recruit or hire the other party's employees who have been directly involved in the deliverables without the other party's prior written consent. General public job postings and applications initiated by the employee themselves without direct solicitation are not covered by this restriction.

19. Audit and Compliance Rights

19.1. Compliance Documentation

PixelAdmin maintains an internal information security and governance program and will, upon reasonable written request from the Customer—and under a mutual non-disclosure agreement—provide the following compliance documentation without separate charge: (i) written responses to security questionnaires, including CAIQ-Lite, SIG-Lite, or the Customer's own customized questionnaires to a reasonable extent, (ii) high-level excerpts or the main points of PixelAdmin's own internal security, privacy, and governance policies (e.g., access management, change management, incident management, vendor management, and cryptography), (iii) the currently applicable description of technical and organizational measures (TOMs) in Appendix C to the DPA, (iv) third-party attestations and auditor reports for PixelAdmin's sub-processors, including ISO/IEC 27001, ISO/IEC 27017, and ISO/IEC 27018 certificates and SOC 2 Type II reports for Microsoft Azure and Google Cloud (Vertex AI Gemini), as well as PCI DSS Level 1, SOC 1, and SOC 2 attestations for Stripe, provided these reports are forwarded within the frameworks permitted by the respective sub-processors' own confidentiality terms, and (v) a summarized status of ongoing internal vulnerability scanning of code, container images, and infrastructure, monthly patch cycles, and change management activities. PixelAdmin itself is not ISO/IEC 27001, ISO/IEC 27701, or SOC 2 Type II certified and therefore does not distribute its own SOC 2 or ISO 27001 attestations; the reports mentioned under (iv) solely concern PixelAdmin's sub-processors. The Customer acknowledges that the complete documentation package under (i)-(v) is intended to cover the normal audit and due diligence needs for Customers without a separate audit visit.

19.2. Customer's Right to Audit

If the documentation in Section 19.1 does not reasonably cover the Customer's statutory or regulatory audit needs, the Customer is entitled, upon a minimum of 30 days' written notice, to conduct an audit of PixelAdmin's compliance with the Agreement and the Data Processing Agreement once per calendar year. The audit must be conducted during normal business hours in a manner that minimizes disruption to PixelAdmin's operations, and by the Customer's own qualified employees or an independent auditor who is not a competitor of PixelAdmin and who is subject to appropriate confidentiality obligations. The audit does not cover source code, other customers' data, commercially sensitive information regarding other customers, or exclusive elements of PixelAdmin's security architecture that could compromise multi-tenant security. The Customer bears its own audit costs; PixelAdmin bears its own costs associated with providing reasonable assistance. If the audit reveals a material breach by PixelAdmin, PixelAdmin will reimburse the Customer's reasonable and documented audit costs up to a maximum equal to two (2) months' subscription fee.

19.3. Access by Supervisory Authorities

When a competent supervisory authority (including the Danish Data Protection Agency, the EU Commission, or the European Data Protection Board) requests access to relevant information or systems at PixelAdmin pursuant to applicable law, including the GDPR, NIS2, or the AI Act, for the purpose of supervising the Customer's compliance, PixelAdmin will loyally cooperate and provide the authority with the necessary access and assistance in accordance with the law, taking into account the confidentiality of other customers.

20. Sanctions, Export Control, and Anti-Corruption

20.1. Export Control

The Service, including software, technical data, and cryptography, may be subject to EU export control rules (Regulation 2021/821 on dual-use items), Danish export control legislation, and, where relevant, US export controls (Export Administration Regulations). The Customer warrants that its use of the Service, including any further transfer, export, or re-export of technical data derived from the Service, complies with these rules. The Customer may not directly or indirectly make the Service available to persons or entities residing or located in countries or territories subject to comprehensive EU or US embargoes (including, as of the effective date of the Agreement, Cuba, Iran, North Korea, Syria, Belarus to the extent prescribed by sanctions, and the occupied regions of Ukraine).

20.2. Sanctions

Each party warrants that it, its ultimate beneficial owners holding more than 50%, its board of directors, and its key personnel are not listed on any EU, UN, UK, or US (OFAC SDN) sanctions list, and that it is not acting on behalf of or in cooperation with any such sanctioned person. The Customer specifically warrants that its use of the Service does not involve transactions directly or indirectly prohibited under the EU's Russia and Belarus sanctions packages. If a party becomes sanctioned or is reasonably suspected of facilitating sanctions violations, the other party may suspend or terminate the Agreement with immediate effect and without liability.

20.3. Anti-Corruption

Each party complies with all applicable anti-corruption legislation, including Sections 122 and 144 of the Danish Penal Code on public and private bribery, the OECD Anti-Bribery Convention, the UK Bribery Act 2010, and the US Foreign Corrupt Practices Act to the extent applicable. Neither party nor its representatives may directly or indirectly offer, promise, give, solicit, or receive improper advantages for the purpose of obtaining or retaining a business advantage. Each party maintains reasonable internal controls, including a gifts and hospitality policy, third-party agent screening, and whistleblower channels that comply with the requirements of the Whistleblower Protection Act.

21. Supply Chain and Human Rights

PixelAdmin maintains a Supplier Code of Conduct addressing human rights, labor conditions, environmental sustainability, and business ethics, which reflects the international standards set forth in the UN Guiding Principles on Business and Human Rights, the ILO core conventions, and the OECD Guidelines for Multinational Enterprises. PixelAdmin conducts reasonable due diligence on its critical subcontractors in accordance with the requirements of the German Supply Chain Due Diligence Act (LkSG) and the upcoming EU Corporate Sustainability Due Diligence Directive (CSDDD), to the extent these frameworks apply to PixelAdmin itself or to customers who reasonably pass on requirements to their suppliers.

Upon the Customer's written request and once per calendar year, PixelAdmin will provide a concise statement of its policies, controls, and any material incidents related to supply chain compliance, enabling the Customer to fulfill its own reporting obligations. PixelAdmin does not tolerate forced labor, child labor, discrimination, or harassment in any part of its supply chain, and reserves the right to terminate agreements with suppliers or subcontractors found, after reasonable investigation, to have committed such violations.

22. Insurance

PixelAdmin continuously assesses the need for insurance coverage based on the nature and scope of the Service, PixelAdmin's risk profile, and the applicable regulations at any given time. Under this Agreement, PixelAdmin is not obligated to maintain any specific insurance coverage or coverage amount. To the extent PixelAdmin has or may obtain insurance, this does not entail an expansion of the limitation of liability in Section 12 or a right for the Customer to request to see policies, certificates, or coverage amounts, unless otherwise explicitly agreed in writing with an Enterprise customer in an Order Form.

The Customer is responsible for maintaining its own appropriate insurance coverage, taking into account how the Service is used in the Customer's business, including particularly with respect to Customer Content, physical samples, cf. Section 12.2, deliveries to the Customer's own clients, as well as any requirements from insurance companies, industry associations, or public authorities applicable to the Customer's business. PixelAdmin does not provide advice on the Customer's insurance needs.

23. Usage Data and Product Improvement

PixelAdmin has the right to collect and analyze technical usage data, telemetry, logs, and operational data generated through the use of the Service for the purposes of operating, maintaining, measuring, securing, troubleshooting, improving, and further developing the Service, as well as to produce aggregated and fully anonymized analytics. Aggregated data that cannot be attributed to the Customer, an End User, or an identifiable natural person may be used by PixelAdmin without restriction, including for benchmarking, industry statistics, capacity planning, white papers, and internal model evaluation. PixelAdmin will not publish aggregated data in a way that directly or indirectly identifies the Customer without the Customer's prior written consent.

Usage data containing personal data or Customer Content is processed in accordance with the Data Processing Agreement and is not used to train global or public AI models, cf. Section 10.2. Aggregated account-level statistics displayed to the Customer in the Service's dashboards are not part of the Customer's paid subscription and may be modified, expanded, or reduced without separate notice.

24. Contact Information

For legal inquiries regarding this Agreement, PixelAdmin ApS can be contacted at:

Postal notices having legal effect under Section 17.6 must be sent by registered mail to the above address, attention 'Legal Department', with a simultaneous copy by email to legal@pixeladmin.com.