Terms of Service

1. Definitions

1.1 "Service" means the TruckSite411 website-as-a-service offering, including the hosted website built and operated for Client on the Pixouls Platform; the strategy, design, development, SEO, content, advertising, CRM, email, analytics, hosting, security, maintenance, and support services associated with the applicable Plan; and any related dashboards, tools, or deliverables.

1.2 "Plan" means the subscription tier selected by Client at signup (currently: Foundation, Growth, or Elevate), as described on the TruckSite411 website and in any order confirmation. Pixouls may modify the contents of Plans from time to time on prospective notice.

1.3 "Pixouls Platform" means the proprietary infrastructure, theme framework, page builder, plugins, integrations, AI tooling, dashboards, and operational software developed and operated by Pixouls and used to deliver the Service.

1.4 "Subscription Term" means the billing period covered by Client's then-current paid subscription (typically one (1) month), as automatically renewed in accordance with Section 4.

1.5 "Client Materials" means any content, trademarks, logos, photographs, videos, copy, customer lists, contact lists, business or customer data, or other materials that Client owned prior to the Effective Date and provides to Pixouls for use in connection with the Service. Client Materials are limited to the form, scope, and substance in which Client originally provided them to Pixouls. Any enrichment, augmentation, segmentation, scoring, derivation, combination with other data, or other modification of Client Materials made by Pixouls or through the Service is Service Data (see Section 1.7), not Client Materials.

1.6 "Service IP" means all materials, work product, deliverables, and intellectual property created, developed, generated, or assembled by Pixouls (or on Pixouls's behalf) in connection with the Service, including but not limited to: the design, layout, code, themes, templates, components, and configurations of the Client website; all written copy, SEO articles, landing-page content, headlines, meta content, and editorial assets produced by Pixouls or its AI tooling on Client's behalf; advertising creatives, audiences, keyword lists, campaign structures, and ad copy developed by Pixouls; CRM templates, email sequences, automation flows, and segmentation logic produced by Pixouls; analytics configurations, dashboards, and reports built by Pixouls; all Service Data (as defined in Section 1.7); and any methodologies, processes, software, tools, AI prompts and models, or know-how used or developed by Pixouls. Service IP does not include Client Materials in the original form in which Client provided them.

1.7 "Service Data" means all data captured, generated, processed, derived, or stored through or in connection with the Service after the Effective Date, including without limitation: CRM contact records, lead submissions, form responses, transaction records, email subscriber lists, behavioral data, segmentation, scoring, attribution data, dashboards, reports, and unaggregated and aggregated analytics. Service Data also includes any enriched, augmented, modified, segmented, supplemented, scored, or derivative versions of Client Materials produced through the Service (for example, a Client-imported contact list that Pixouls has appended with engagement history, scoring, or segmentation tags). Service Data does not include Client Materials in the original form Client provided them. Service Data is part of Service IP and is owned by Pixouls as set forth in Section 9. Service Data does not include data subjects' independent statutory rights under applicable privacy law, which are addressed in Section 10.

1.8 "Ad Spend" means amounts paid directly to advertising platforms (e.g., Google, Meta) for the placement of Client's advertisements, separate and apart from Pixouls's management fees.

1.9 "Effective Date" means the date Client first agrees to these Terms by signing up for the Service, making payment, or otherwise indicating acceptance.

2. Subscription Plans and Service Scope

2.1 Plans. Pixouls offers the Service in tiered Plans. The current Plans, their fees, and the deliverables included in each are described at https://www.trucksite411.com/#pricing and may be updated by Pixouls from time to time. The deliverables included in Client's Plan at the time of signup will be reflected in the order confirmation provided to Client.

2.2 Scope of Included Services. The Service includes only the deliverables described in Client's Plan. Custom development, additional microsites, applications, non-standard integrations, or work materially beyond the scope of the Plan ("Out-of-Scope Work") is available subject to a separately scoped statement of work and additional fees.

2.3 Modifications to Plans. Pixouls may add to, modify, or improve the deliverables included in each Plan from time to time. Material reductions to the included deliverables, or material increases in subscription fees, will be communicated to Client at least thirty (30) days in advance and will take effect at Client's next renewal.

3. Term, Renewal, and Cancellation

3.1 Term. The initial Subscription Term begins on the Effective Date and continues for one (1) month, unless a different term is specified in Client's order confirmation.

3.2 Automatic Renewal. Each Subscription Term will automatically renew for successive Subscription Terms of equal length at the then-current fees, unless Client cancels in accordance with Section 3.3.

3.3 Cancellation by Client. Client may cancel the Service at any time, for any reason, by providing written notice (including via email to team@pixouls.com or via the in-dashboard cancellation flow, if available) at least thirty (30) days prior to the end of the then-current Subscription Term. Cancellation will be effective at the end of the then-current Subscription Term. Client will retain access to the Service through the end of the paid Subscription Term.

3.4 Termination by Pixouls. Pixouls may suspend or terminate the Service immediately upon written notice if (a) Client fails to pay any amount when due and does not cure within ten (10) days of notice; (b) Client materially breaches these Terms and does not cure within thirty (30) days of notice; (c) Client uses the Service in violation of Section 11 (Acceptable Use) or applicable law; or (d) Pixouls is required to do so by law or by a third-party service provider essential to the Service.

3.5 Effect of Termination. Upon termination or expiration of the Service for any reason:

1. Client's right to access and use the Service IP, including without limitation the Client website, all Pixouls-produced content, landing pages, ad creatives, CRM templates, email sequences, dashboards, and Service Data, immediately terminates;
2. Pixouls will take the Client website offline within a reasonable time and may remove, archive, repurpose, retain, or delete any Service IP (including Service Data) at its discretion, subject to applicable law;
3. Pixouls will pause any active advertising campaigns and will not be responsible for Ad Spend incurred after the termination effective date;
4. Client will remain responsible for all fees accrued through the termination effective date and any Ad Spend committed prior to pause;
5. Pixouls is under no obligation to provide Client with any export, copy, or other delivery of Service Data (including CRM contacts, lead records, email subscribers, analytics, or any enriched, augmented, or derivative versions of Client Materials) before or after termination. Client acknowledges that ongoing access to Service Data is a benefit of an active subscription, not a transferable asset, and that the absence of post-termination data delivery is a material consideration reflected in the Service's pricing. For the avoidance of doubt, nothing in this Section 3.5(e) purports to limit Client's rights in any copy of Client Materials in their original form that Client retains independently of the Service (e.g., a customer or contact list Client maintained on its own systems prior to providing a copy to Pixouls). Any optional post-termination data services (e.g., a paid data export of Service Data) are offered solely at Pixouls's discretion on then-current terms; and
6. Client retains ownership of, and remains free to use, Client Materials in the original form Client provided them, the Client's domain name(s), and Client's trademarks and brand assets. For clarity, Client does not retain ownership of, or any post-termination license to, Service IP or Service Data, including any version of Client Materials that has been enriched, segmented, scored, supplemented, modified, or combined with Service Data through the Service.

3.6 No Refunds. Except where required by law, fees paid are non-refundable. Cancellation does not entitle Client to a refund of fees paid for the then-current Subscription Term or any prior period.

4. Fees and Payment

4.1 Fees. Client agrees to pay the subscription fees for the selected Plan as published at the time of signup, plus any additional fees for Out-of-Scope Work as separately agreed.

4.2 Billing. Subscription fees are billed in advance on a monthly basis and are charged automatically to the payment method on file on each renewal date. Payments are processed through Stripe or another third-party payment processor; by providing payment information, Client authorizes Pixouls and its payment processor to charge the applicable fees.

4.3 Taxes. Fees are exclusive of all applicable sales, use, value-added, withholding, and similar taxes. Client is responsible for all such taxes, other than taxes based on Pixouls's net income.

4.4 Late Payment. If a charge fails or is reversed, Pixouls may (a) retry the payment method; (b) charge a late fee of the lesser of one and one-half percent (1.5%) per month or the maximum amount permitted by law; and (c) suspend the Service after ten (10) days' notice if the failure is not cured. Suspended Service may be reinstated after all past-due amounts and any reinstatement fee are paid.

4.5 Fee Changes. Pixouls may adjust subscription fees on at least thirty (30) days' prior written notice. Updated fees take effect on the next Subscription Term renewal after the notice period.

5. Ad Spend (Growth and Elevate Plans)

5.1 Direct Payment. For Plans that include paid advertising management, Client is solely responsible for the cost of Ad Spend, which is paid directly by Client to the applicable advertising platform (e.g., Google) using a payment method controlled by Client.

5.2 Not Included in Plan Fee. Ad Spend is in addition to, and not included in, Pixouls's management fees.

5.3 Budget Recommendations. Pixouls will recommend a starting monthly Ad Spend budget based on Client's market, services, and goals, and will work with Client to adjust the budget over time. Final budget authority rests with Client.

5.4 No Guarantee of Results. Advertising performance depends on numerous factors outside Pixouls's control, including platform algorithms, market competition, seasonality, landing-page conversion, and Client's offerings. Pixouls does not guarantee any specific advertising results, lead volume, cost-per-lead, return on ad spend, or sales outcomes.

5.5 Account Access. Where applicable, Client will grant Pixouls access to (or allow Pixouls to manage) Client's advertising accounts under Pixouls's manager account. Client retains ultimate ownership of those accounts.

6. Onboarding and Delivery

6.1 Discovery and Build. Following signup, Pixouls will conduct a discovery process and build the Client website and supporting assets. Expected launch timelines are typically three (3) to six (6) weeks but depend on scope, Client responsiveness, and the timeliness of Client deliverables and approvals.

6.2 Client Cooperation. Client agrees to provide timely Client Materials, timely approvals, and timely responses to requests for information. Delays caused by Client's failure to do so will not extend the Subscription Term or entitle Client to a credit or refund.

6.3 Hosting and Operations. Throughout the Subscription Term, Pixouls hosts and operates the Client website on the Pixouls Platform, including provisioning, deployments, plugin and platform updates, security monitoring, performance tuning, and backups.

7. Service Levels and Support

7.1 Hosting and Uptime. Pixouls will use commercially reasonable efforts to maintain availability of the Client website on the Pixouls Platform, excluding (a) scheduled maintenance windows; (b) outages caused by third-party providers (including the cloud hosting provider, CDN, security provider, payment processor, or advertising platforms); (c) outages caused by Client or Client's users; and (d) force majeure events.

7.2 Support. Pixouls provides 24/7 support via the channels published at https://www.trucksite411.com/, with a target initial response time of one (1) hour for routine support requests during normal business hours and a commercially reasonable response time otherwise. Resolution times depend on the nature and complexity of the issue.

7.3 Maintenance. Pixouls performs routine maintenance on the Pixouls Platform, which may include software updates, plugin updates, security patches, and audits. Pixouls will use reasonable efforts to perform maintenance during low-traffic windows and to minimize disruption.

7.4 No SLA Credits. Except as expressly stated in a separate, signed service-level agreement, Pixouls does not provide service-level credits or refunds for downtime, latency, or other performance issues.

8. Client Materials and Responsibilities

8.1 License to Client Materials. Client grants Pixouls a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, distribute, store, and create derivative works of Client Materials solely to provide and improve the Service, to deliver Pixouls's contractual obligations, and as otherwise permitted by these Terms. For Client Materials incorporated into Service IP (e.g., logos placed on the Client website, brand assets used in landing pages), this license survives termination to the extent reasonably necessary to preserve, archive, or reuse Service IP in accordance with these Terms.

8.2 Ownership of Client Materials. As between the parties, Client retains all right, title, and interest in and to Client Materials, in the original form Client provided them to Pixouls, including any intellectual-property rights therein. For the avoidance of doubt, Client Materials are limited to materials Client owned prior to the Effective Date and expressly identifies and provides to Pixouls (such as Client's logo, trademarks, photographs, videos, business documents, pre-existing brand assets, and any pre-existing customer, contact, or business data Client maintained outside the Service before providing a copy to Pixouls). Any enrichment, augmentation, segmentation, scoring, supplementation, modification, or derivative work of Client Materials made by Pixouls or through the Service — as well as all materials, data, or content created, captured, generated, or processed through the Service after the Effective Date — are Service IP / Service Data and are addressed in Section 9.

8.3 Client Representations. Client represents and warrants that (a) Client owns or has the necessary rights to provide Client Materials to Pixouls and to grant the license in Section 8.1; (b) Client Materials do not infringe any third party's intellectual-property, privacy, publicity, or other rights; (c) Client Materials comply with all applicable laws; and (d) Client has obtained all required consents and notices for any personal data Client provides to, or causes to be collected through, the Service.

8.4 Approvals. Where Pixouls submits deliverables for Client approval (e.g., website drafts, ad copy, content), Client agrees to review and respond within the time frames specified by Pixouls. Failure to respond may be deemed approval at Pixouls's reasonable discretion after written notice.

9. Intellectual Property

9.1 Pixouls Ownership of the Service and Service IP

As between the parties, Pixouls owns and retains all right, title, and interest in and to (a) the Service, (b) the Pixouls Platform, (c) all Service IP, and (d) all intellectual-property rights in each of the foregoing. Without limitation, this includes:

• the design, layout, code, themes, templates, components, configurations, and underlying software of the Client website;
• all written copy, SEO articles, landing-page content, headlines, meta content, blog posts, and editorial assets produced by Pixouls, its team, its agents, or its AI tooling, whether produced from scratch, adapted from Client Materials, or generated with the assistance of generative-AI systems;
• all advertising creatives, ad copy, audiences, keyword lists, and campaign structures developed by Pixouls;
• all CRM templates, email sequences, automation flows, segmentation logic, and lifecycle assets produced by Pixouls;
• all analytics configurations, dashboards, reports, and visualizations built by Pixouls; and
• all methodologies, processes, software, tools, AI prompts and models, and know-how used by Pixouls in delivering the Service.

Nothing in these Terms transfers ownership of any Service IP to Client.

9.2 License Granted to Client

Subject to Client's continued payment of all applicable fees and compliance with these Terms, Pixouls grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Subscription Term, to access and use the Service and to display, distribute, and benefit from the Service IP solely in connection with the operation of Client's TruckSite411 website and Client's lawful business activities.

This license does not include any right to: (a) copy, modify, or create derivative works of the Service IP outside the Service; (b) host, port, or run the Service IP outside the Pixouls Platform; (c) sell, transfer, sublicense, or distribute the Service IP; (d) reverse engineer, decompile, or attempt to derive source code from the Service or Pixouls Platform; (e) remove or alter any proprietary notices; or (f) use the Service IP after termination of the Subscription Term. The license terminates automatically upon termination or expiration of the Subscription Term.

9.3 No Work-for-Hire; No Assignment

Notwithstanding any contrary doctrine or default rule (including the "work made for hire" doctrine under the U.S. Copyright Act), the parties expressly agree that all Service IP is owned by Pixouls, is not a "work made for hire" of Client, and is not assigned to Client. To the extent any Service IP would otherwise be deemed owned by Client, Client hereby irrevocably assigns all such right, title, and interest to Pixouls.

9.4 Generative AI-Assisted Content

The parties acknowledge that Pixouls uses generative artificial-intelligence tools as part of its content production workflow, and that the output of such tools, as curated, edited, reviewed, and integrated by Pixouls into Client deliverables, constitutes Service IP under these Terms.

9.5 Third-Party Assets

The Service may include or rely on third-party software, libraries, fonts, stock imagery, plugins, or other components subject to their own license terms (e.g., open-source licenses, stock-photo licenses, premium-plugin licenses). Pixouls's license to Client in Section 9.2 incorporates those terms by reference. Client's right to use such third-party assets terminates with the Subscription Term and is governed by the underlying third-party license.

9.6 Client Trademarks and Brand

Client retains all right, title, and interest in and to Client's name, trademarks, service marks, logos, and brand assets. Client grants Pixouls a non-exclusive, royalty-free license to use such marks during the Subscription Term solely to provide the Service and, with Client's prior consent (which may be revoked at any time), to identify Client as a customer in Pixouls's promotional materials.

9.7 Feedback

If Client provides Pixouls with suggestions, enhancement requests, recommendations, or other feedback regarding the Service, Pixouls may use such feedback for any purpose, including incorporating it into the Service or the Pixouls Platform, without obligation or compensation to Client.

9.8 Service Data

As between the parties, Pixouls owns all right, title, and interest in and to Service Data. Service Data is a component of Service IP. For clarity, Service Data does not include Client Materials in the original form Client provided them; any enrichment, augmentation, segmentation, scoring, supplementation, modification, or derivative work of Client Materials made through the Service is Service Data and is owned by Pixouls. During the Subscription Term, Client may access and use Service Data through the Service in accordance with the license in Section 9.2. Upon termination, Client's right to access and use Service Data terminates as set forth in Section 3.5(a) and (e), and Pixouls is under no obligation to provide Client with a copy, export, or other delivery of Service Data. Pixouls may use Service Data (including in aggregated or de-identified form, and including in identified form to the extent permitted by applicable law) to operate, improve, secure, benchmark, and develop the Service, the Pixouls Platform, and Pixouls's other products and services. This Section 9.8 does not modify or limit any independent statutory rights of data subjects under applicable privacy law, which are addressed in Section 10.

10. Data Privacy and Security

10.1 Privacy Policy. Pixouls's collection and use of personal information in connection with the Service is described in the Pixouls Privacy Policy, which is incorporated into these Terms by reference.

10.2 Security. Pixouls maintains commercially reasonable administrative, technical, and physical safeguards designed to protect Service Data, including those described at https://www.trucksite411.com/#features (Google Cloud hosting, SOC 2-compliant practices, Cloudflare-based security, SSL encryption, daily backups, and continuous monitoring). No security measures are perfect, and Pixouls does not guarantee against unauthorized access.

10.3 Privacy Roles. As between the parties, and consistent with Pixouls's ownership of Service Data under Section 9.8, Pixouls acts as the controller (or, where applicable, business or equivalent role) with respect to Service Data and is responsible for establishing the purposes and means of its processing within the Service. Client acts as an authorized user of the Service who participates in, benefits from, and directs certain aspects of that processing. Notwithstanding Pixouls's controller role under this Section 10.3:

1. Client is responsible for ensuring that its use of the Service complies with applicable privacy, anti-spam, and marketing laws (including CCPA/CPRA, GDPR, CASL, TCPA, and CAN-SPAM where applicable), including obtaining all necessary consents and providing all necessary notices for any personal data Client provides to, or causes the Service to collect on Client's behalf (such as via Client-configured forms, landing pages, or imported lists);
2. Client warrants that any contact list, customer list, or other personal data Client imports into the Service was lawfully collected and may lawfully be used for the purposes contemplated by the Service; and
3. The parties will reasonably cooperate with one another to respond to lawful data-subject requests directed to either party. Pixouls reserves the right to honor data-subject requests directly as required by applicable law, without Client's prior consent.

10.4 Data Subject Rights. Nothing in these Terms purports to extinguish, waive, or limit any right of an individual data subject under applicable privacy law. Pixouls will receive, evaluate, and respond to data-subject requests in accordance with applicable law and its Pixouls Privacy Policy.

10.5 Retention and Deletion. Pixouls may retain, archive, repurpose, or delete Service Data at its discretion in accordance with its retention practices and applicable law. Pixouls is under no obligation to deliver Service Data to Client at any time, including upon termination, as set forth in Sections 3.5 and 9.8. Nothing in this Section 10.5 limits Client's continued use of any copy of Client Materials in their original form that Client maintains independently of the Service.

11. Acceptable Use

11.1 Client shall not, and shall not permit any third party to, use the Service to: (a) violate any law or third-party right; (b) transmit malware or other harmful code; (c) interfere with or disrupt the Service or the Pixouls Platform; (d) attempt to gain unauthorized access to any system; (e) misrepresent affiliation with any person or entity; (f) publish or send content that is unlawful, harassing, defamatory, fraudulent, obscene, or otherwise objectionable; (g) send unsolicited commercial communications in violation of applicable law; or (h) use the Service in any manner that could damage, disable, overburden, or impair the Service or the Pixouls Platform.

11.2 Pixouls reserves the right (but has no obligation) to investigate suspected violations of this Section 11 and to suspend or terminate the Service in accordance with Section 3.4.

12. Confidentiality

12.1 "Confidential Information" means any non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked as confidential or that a reasonable person would understand to be confidential under the circumstances, including the terms of these Terms, pricing, business plans, customer lists, technology, and trade secrets. Confidential Information does not include information that is or becomes publicly available without breach, was already known to Recipient without confidentiality obligation, is independently developed by Recipient, or is rightfully received from a third party without restriction.

12.2 Recipient shall (a) use Confidential Information only to perform its obligations or exercise its rights under these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these. Recipient may disclose Confidential Information as required by law if it gives prompt notice (where legally permitted) to allow Discloser to seek a protective order.

13. Disclaimers

13.1 AS IS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL SERVICE IP ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PIXOULS DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

13.2 No Guarantee of Results. PIXOULS DOES NOT WARRANT THAT THE SERVICE WILL ACHIEVE ANY SPECIFIC SEO RANKINGS, ORGANIC TRAFFIC LEVELS, LEAD VOLUME, CONVERSION RATES, ADVERTISING RESULTS, REVENUE, OR OTHER BUSINESS OUTCOME, OR THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

13.3 Third-Party Services. The Service relies on third-party providers (e.g., hosting providers, advertising platforms, payment processors, security providers, CRM and email vendors). Pixouls is not responsible for outages, changes, or actions of those third parties.

14. Limitation of Liability

14.1 EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 AGGREGATE CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO PIXOULS UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 EXCLUSIONS. The limitations in this Section 14 do not apply to (a) Client's payment obligations; (b) either party's indemnification obligations; (c) breaches of Section 12 (Confidentiality); or (d) liability that cannot be limited under applicable law.

15. Indemnification

15.1 By Client. Client will defend, indemnify, and hold harmless Pixouls and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Client Materials, including any claim that they infringe a third party's rights or violate applicable law; (b) any personal data Client provides to, imports into, or causes the Service to collect, including any claim that Client failed to obtain required consents, provide required notices, or otherwise comply with applicable privacy or marketing laws; (c) Client's use of the Service in violation of these Terms or applicable law; or (d) Client's breach of Section 8.3 or Section 11.

15.2 By Pixouls. Pixouls will defend, indemnify, and hold harmless Client from and against any third-party claims that the Service, as provided by Pixouls and used by Client in accordance with these Terms, infringes a U.S. patent, registered copyright, or registered trademark. This obligation does not apply to claims arising from (a) Client Materials; (b) modification of the Service by anyone other than Pixouls; (c) combination of the Service with materials not supplied by Pixouls; or (d) use of the Service other than in accordance with these Terms. If the Service is, or in Pixouls's reasonable opinion is likely to become, the subject of an infringement claim, Pixouls may, at its option, (i) modify the Service to be non-infringing, (ii) obtain a license allowing continued use, or (iii) terminate the Service and refund any prepaid, unused fees.

15.3 Procedure. The indemnified party shall (a) promptly notify the indemnifying party of the claim; (b) give the indemnifying party sole control of the defense and settlement (provided the settlement does not impose any non-monetary obligation on the indemnified party without consent); and (c) reasonably cooperate at the indemnifying party's expense.

16. Changes to These Terms

Pixouls may modify these Terms from time to time. If a change is material, Pixouls will provide reasonable advance notice (e.g., by email to the address on file or via the Service) at least thirty (30) days before the change takes effect. Client's continued use of the Service after the effective date of the change constitutes acceptance. If Client does not agree to a material change, Client's sole remedy is to cancel the Service in accordance with Section 3.3.

17. Governing Law and Dispute Resolution

17.1 Governing Law. These Terms are governed by the laws of the State of Illinois, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Informal Resolution. Before filing any formal claim, the parties shall attempt in good faith to resolve any dispute by negotiation for at least thirty (30) days after written notice of the dispute.

17.3 Binding Arbitration. Any dispute that cannot be resolved informally shall be resolved exclusively by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, held in Rock Island, Illinois (or by video conference at the arbitrator's discretion), conducted in English, by a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive or other equitable relief in court without first arbitrating.

17.4 No Class Actions. Disputes will be resolved on an individual basis. To the maximum extent permitted by applicable law, the parties waive any right to participate in a class, collective, consolidated, or representative action.

17.5 Venue for Court Actions. For any matter not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Rock Island County, Illinois.

18. Miscellaneous

18.1 Entire Agreement. These Terms (together with any order confirmation, statement of work, and incorporated policies) constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements and understandings, written or oral.

18.2 Order of Precedence. In the event of a conflict, the order of precedence is: (1) a signed statement of work or amendment expressly referencing these Terms; (2) these Terms; (3) the order confirmation; (4) other Pixouls policies referenced herein.

18.3 Amendments. Except as expressly permitted under Section 16, these Terms may be amended only by a written instrument signed by an authorized representative of each party.

18.4 Waiver. No waiver of any provision will be effective unless in writing, and no waiver of any breach will constitute a waiver of any subsequent breach.

18.5 Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' original intent.

18.6 Assignment. Client may not assign or transfer these Terms or any rights or obligations hereunder without Pixouls's prior written consent, except to a successor in connection with a merger, acquisition, reorganization, or sale of substantially all of Client's assets (and provided the successor is not a competitor of Pixouls). Pixouls may assign these Terms freely. Any attempted assignment in violation of this Section is void.

18.7 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

18.8 Force Majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, governmental action, internet or telecommunications failures, third-party service outages, or labor disturbances.

18.9 Notices. Notices to Pixouls must be sent to team@pixouls.com. Notices to Client may be sent to the email address on file in Client's account. Notices are effective upon receipt.

18.10 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns and do not confer any rights on any other person.

18.11 Survival. Sections that by their nature should survive termination will survive, including Sections 3.5 (Effect of Termination), 3.6 (No Refunds), 4 (Fees), 9 (Intellectual Property), 10 (Data Privacy and Security), 12 (Confidentiality), 13 (Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 17 (Governing Law and Dispute Resolution), and this Section 18.

19. Contact

Questions about these Terms? Contact Pixouls at: