Software Subscription Agreement

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.
• Customer: The legal entity purchasing access to the Service.
• End User: An employee, freelancer (e.g., photographer or retoucher), or partner granted access to the Platform by the Customer.
• Customer Content: All data, files, images, videos, and metadata uploaded to the Platform by the Customer or their End Users.

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. Fees and Payment

The Customer agrees to pay the fees stated in the order confirmation or subscription selection within the platform.

• Invoicing: Subscriptions are billed in advance. All amounts are exclusive of VAT.
• Payment Terms: Unless otherwise agreed in writing, invoices are due for payment net 14 days from the invoice date.
• Late Payment and Abandoned Data: In the event of late payment, PixelAdmin reserves the right to suspend access to the Service and freeze Customer data access. If an invoice remains unpaid for more than 60 days, PixelAdmin reserves the right, upon written notice, to permanently delete Customer data and assets without further liability.
• Onboarding and Migration: Standard subscriptions include platform access. Comprehensive onboarding, setup of complex workflows, or large-scale data migration from legacy systems are considered professional services and will be billed separately based on a distinct Statement of Work.

5. Intellectual Property & Data

5.1. PixelAdmin's Rights

The Platform, including software, design, code, algorithms, and documentation, is and will remain the exclusive property of PixelAdmin or its licensors.

5.2. Customer Rights and License to PixelAdmin

The Customer retains all ownership rights to their Customer Content. To enable us to provide the Service, you grant us a limited, non-exclusive, royalty-free license to host, store, reproduce, and modify your Content (e.g., to create thumbnails or optimize display). We will not use your Content for any other purpose.

5.3. Right to Publicity

The Customer grants PixelAdmin permission to use the Customer's company name and logo in PixelAdmin's marketing materials and on its website as a reference. The Customer may withdraw this consent at any time upon written notice.

6. Artificial Intelligence (AI)

PixelAdmin prioritizes Customer ownership and data security when utilizing AI.

AI Training: PixelAdmin uses not Customer Content to train global or public AI models unless the Customer has provided explicit and specific consent (opt-in) to do so.

AI-powered features within the platform operate inside the Customer's closed environment to optimize the Customer's own workflows (e.g., auto-tagging and image masking) and comply with the requirements specified in our AI Data Processing Agreement (AI DPA).

7. Disclaimer, Limitation of Liability & Indemnification

7.1. 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.

7.2. 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.

7.3. 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.

7.4. Indemnification

The Customer agrees to defend, indemnify, and hold harmless PixelAdmin ApS, its officers, and employees from and against any claims, damages, losses, and expenses arising out of (a) the Customer's or End Users' breach of this agreement, or (b) claims that the Customer Content infringes upon a third party's intellectual property rights.

8. Confidentiality

Both parties agree to keep all non-public information disclosed by one party to the other in connection with the use of the Service confidential. This includes, but is not limited to, customer data, business plans, product roadmaps, and unreleased assets.

9. Term and Termination

9.1. Notice of Termination

Subscriptions automatically renew for a successive term equal in length to the previous term, unless terminated in writing at least 30 days prior to the expiration of the current term.

9.2. 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 of written notice.

9.3. Data Extraction

Upon termination of the subscription, the Customer has the right to export their Customer Content within a 30-day period. Thereafter, PixelAdmin reserves the right to securely delete the data in accordance with our DPA.

10. Governing Law and Disputes

This Agreement is governed by Danish law. If you do not reside in the US (see section 11), any dispute arising in connection with this agreement must first be attempted to be resolved amicably. If the dispute cannot be resolved amicably, it shall be settled by the Copenhagen City Court as the exclusive venue.

11. Special Provisions for the US

11.1. 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.

11.2. 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.

12. General Provisions

12.1. Force Majeure

PixelAdmin is not liable for any failure to perform its obligations where such failure results from any cause beyond our reasonable control, including, without limitation, natural disasters, war, strikes, cyberattacks, or third-party infrastructure failures.

12.2. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

13. Contact Information

For legal inquiries, please contact: legal@pixeladmin.com