Legal Agreements, Legal Forms And Releases

Membership Agreement
Content Licensing Agreement
Contributing Agreement
Model Release

MEMBERSHIP AGREEMENT

This Membership Agreement governs your membership at http://www.pixamba.com (“The Web site”) and in the Pixamba community, allowing you full access to the membership portions of the Web site. This Membership Agreement should be viewed as an addition to the Web site Terms of Use (http://www.pixamba.com/terms.html). You must agree to the terms and conditions of this Membership Agreement and to the Web site Terms Of Use in order to access membership parts of this Web site. If you do not agree to these terms you must not use the membership parts of this Web site. In the event of any inconsistency between this Membership Agreement and the Terms of Use, the terms of this Membership Agreement shall govern. Pixamba reserves the right, in its discretion, to change or modify all or any part of this Membership Agreement at any time, effective immediately without a prior notice. We encourage you to review this agreement each time you access the membership parts of this Web site. Your use of the membership portions of the Web site constitutes your binding acceptance of the terms and conditions in this Membership Agreement, including any changes or modifications made by Pixamba as permitted above. If at any time the terms and conditions of this Membership Agreement are no longer acceptable to you, you should immediately stop using the membership portions of the Web site.

Pixamba Credits

Registered Pixamba members can purchase credits that can be used for download of artwork available at Pixamba. Credits can be purchased online with PayPal and all major credit cards, including Visa, MasterCard, American Express or with mailed cheque or money order. The payment transaction is executed by PayPal at their secure web site (http://www.paypal.com). Pixamba does not collect, store or access buyer's sensitive financial information such as credit cards numbers.

artworks

Use of Content

You acknowledge that the Web site may contain information, texts, software, web or other services and APIs, software code, media or data files, and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of Pixamba and its affiliates or other third parties (including other members). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Membership Agreement and any other agreement entered into at the time such Content was downloaded (such as a Content Licensing Agreement). Prior to downloading any content you must agree to Content Licensing Agreement. If you contribute content to Pixamba you must agree to Contributing Agreement.

Proper Use

You agree that you will use this Web site only for the lawful purposes permitted by this Agreement. You should not violate or abuse the legal rights of any third party, including but not limited to your communications on the Web site, it's forum, blog or other media. You should not publish any unlawful, defamatory, infringing, pornographic or indecent information. You should not upload or download files and media that contain computer viruses, corrupted data or may harm computers systems of Pixamba, its affiliates or its members. You may not use the Web site for advertising of any goods or services and you may not use any information or content obtained from Pixamba in a manner that is competitive with this Web site, its services, software or Pixamba business. You agree not to use the Web site in any manner that could damage or harm the Web site, the information it stores, services or software Pixamba provides.

Managing Content

Pixamba reserves the right to delete, move or modify any Content, information, communication, a user account or any part of the Web site, software or services it provides, in Pixamba sole discretion and without a prior notice. You agree to be fully responsible for any communication or Content provided under your Member Name. You agree that Pixamba can accept or decline any Content, information or communication at its sole discretion.

Copyright

Pixamba respects the intellectual property of the respective content owners. Please contact us immediately if you find on this Web site any Content that may violate the intellectual properties rights. You agree not to upload, download or use at this Web site any Content or information that may violate copyright.

Confidentiality

You acknowledge that as a part of your Membership with Pixamba you may get an access to Pixamba Confidential Information which includes any and all data, information, documents, software or materials relating to the business and management of Pixamba, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business and intellectual property.

Termination

This Membership Agreement is effective upon its termination. You may terminate this Membership Agreement by a written notice to Pixamba Customers Service. Such a notice should enable confirmation of your identity. Pixamba reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the Web site at any time for any reason without prior notice or liability. Pixamba also reserves the right to change, suspend or discontinue all or any aspect of the Web site at any time, without prior notice or liability. Termination of this Membership Agreement does not relieve you of your responsibilities to pay any amounts due to Pixamba under this Membership Agreement or your obligations to not use the membership portions of the Web site or any Content other than in the manner permitted under this Membership Agreement or any other agreement entered into at the time such Content was downloaded (such as a Content Licensing Agreement). Termination of this Membership Agreement shall operate without prejudice to the Pixamba’s rights, defenses and limitations of liability provided under this Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Membership Agreement. Upon termination of your access to the membership portions of the Web site, you agree to forfeit all download credits remaining in your account.

Disclaimer of warranties

THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PIXAMBA DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. PIXAMBA DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. LIMITATION OF LIABILITY YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. IN NO EVENT SHALL PIXAMBA OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS MEMBERSHIP AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF Pixamba HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IN ANY EVENT, PIXAMBA’S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS MEMBERSHIP AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO ONE ($1.00) UNITED STATES DOLLAR. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF PIXAMBA OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Indemnification

You agree to indemnify and hold Pixamba harmless against all claims or liability asserted against Pixamba arising out of or in connection with any breach by you or anyone acting on your behalf of any of these Terms of Use.

Age and Responsibility

This Web site and any other part of Pixamba system should not be used by children. If you are under the age of 18 you must not use the Web site or any other service, software or system Pixamba provides. You represent and warrant that you are of sufficient legal age to use the Web site and to create binding legal obligations for any liability you may incur as a result of the use of the Web site. You agree to be responsible for all of your use of the Web site as well as for use of your Member Name and password(s) by others on your behalf.

Applicable law

This Web site is operated and managed by Pixamba Ltd, a company registered in the State of Israel. You agree that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the State of Israel and acknowledge that you do so voluntarily.

General

You specifically agree and acknowledge that you have, in addition to the terms of this Membership Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS MEMBERSHIP AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PIXAMBA, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND PIXAMBA RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT.

CONTENT LICENSING AGREEMENT

This Agreement governs the terms by which Pixamba stock photographic, illustrations and other media content provided by members of the Pixamba community through http://www.pixamba.com (“the Web site”) can be legally used. This Content Licensing Agreement should be reviewed together with the Terms of Use applicable to the Web site and to the Membership Agreement that all persons providing content to or downloading content from the Web site have previously entered into. This Agreement also refers to Pixamba Standard and Extended Licenses that can be reviewed in “Prices and Licenses” section of the Web site. For each content item you download you agree to be bound to the Terms and Conditions of the respective Content License you have purchased. In the event of any inconsistency between this Agreement, the Membership Agreement and the Terms of Use referenced here, the terms of this Agreement shall govern.

Introduction

By selecting “I agree” box when prompted to agree to this agreement or otherwise signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you do not have an authority to accept this agreement on behalf of your employer, your client, or an entity you represent, do not accept this agreement.

Terms Of This Agreement

- “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates;
- “Pixamba” or “we” means Pixamba , the owner and operator of the Web site
- “Content” means any media file or other material that you are downloading from the Web site, together with any accompanying material.

Termination

Limited Representations and Warranties

While Pixamba takes any reasonable effort to avoid copyrights infringements, however Pixamba grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Content. Pixamba does not warrant the accuracy of Content descriptions and any accompanied infromation, such as keywords, titles, descriptions and media metadata.

THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PIXAMBA DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.

Limitation of Warranties and Liability

Pixamba’s entire liability and your exclusive remedy, with respect to any claims arising out of your use of the Content, or out of your actions in downloading the Content, shall be as follows: - Pixamba shall allow you downloading content you purchased. - If you continuously fail to download the Content, Pixamba will refund the fee actually paid by you for such Content, provided Pixamba determines in its sole and absolute discretion that you have been unable to download such Content successfully.

IN NO EVENT SHALL PIXAMBA OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF PIXAMBA UNDER THIS AGREEMENT, THE LICENSE PROVIDED HEREUNDER, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO PIXAMBA UNDER THIS AGREEMENT IN RESPECT OF THE USE OF THE RELEVANT CONTENT.

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

General

You specify that in addition to the terms of this Agreement, you have read, understand, agree and acknowledge the terms of the Membership Agreement and Terms of Use, and the respective Content License which applies to Content you download. You also specify that you have reviewed any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. Pixamba’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

This Agreement will be governed under the laws of the Province of Alberta and the federal laws of Canada applicable therein (without reference to conflicts of laws principles). This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.

Applicable law

Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS CONTENT LICENSING AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PIXAMBA, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND PIXAMBA RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT.

CONTRIBUTING AGREEMENT

This Agreement governs the terms by which Pixamba contributing artists provide photographic, illustrative, and other media content to members of the Pixamba community through http://www.pixamba.com (the “Web site”). This Contributing Agreement shall be reviewed in addition to the Terms of Use of this Web site, the Content Licenses specified in “Prices and Licenses” section of the Web site and in addition to the Membership Agreement that all persons providing content to or downloading content from the Web site have previously entered into. In the event of any inconsistency between this Agreement and any other document referred here, the terms of this Agreement shall govern.

Terms Of This Agreement

- “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates;
- “Pixamba” or “we” means Pixamba , the owner and operator of the Web site
- “Content” means any media file or other material that you are downloading from the Web site, together with any accompanying material.

Termination

General

This is a legal agreement between you intending to upload content, data or materials onto the Web site and Pixamba. You agree to appoint Pixamba as a non-exclusive agent to license and distribute Content produced by you on the terms and conditions set forth in this Agreement and Pixamba's Content Licensing Agreement and according to the specific Content License, selected by you or by Pixamba for each content item available on the Web site.

By uploading Content you make it available for Pixamba and its community. Each Content upload is governed by the terms of this Agreement . By ticking “I agree” button each time you upload Content you confirm that you agree to be bounded to the terms and conditions of this Agreement. Pixamba, in its sole discretion, may determine which of uploaded Content is suitable for distribution on the Web site or by other means of distribution. This Agreement applies only to Content accepted by Pixamba. You agree and acknowledge that Content provisioning is also subject to the policies and procedures outlined in the Web site, the terms of which are incorporated by reference into this Agreement. Any failure to satisfy the rules for acceptable Content outlined on this Web site will be deemed to be a breach of this Agreement.

Grant of Authority

You hereby appoints Pixamba as your non-exclusive agent to license royalty-free Content to third parties within the jurisdictions of Pixamba's business. For all Content, Supplier grants Pixamba the right to use, reproduce, distribute, redistribute, publish, republish, upload, post, transmit, crop, package, repackage, produce and sell prints or similar image products or publicly perform or display Content to prospective licensees through the Web site or other venues which it may determine from time to time, and the right to grant perpetual, worldwide, non-exclusive and non-transferable licenses or sub-licenses to end-users in accordance with the terms of the Content Licensing Agreement and the Content Licenses that you hereby acknowledges having reviewed and approved. You grant Pixamba the right to use accepted Content for its own business purposes relating to the promotion of the Web site and its distribution programs, and expand the market for the licensing of accepted Content (including, without limitation, the use of the accepted Content and your registered and unregistered trademarks relating to Content for marketing, sales and promotional efforts whether on the Web site or through third parties). No compensation shall be due to you for use of accepted Content for Pixamba' own business purposes.

Copyright And Intellectual Property Rights

The parties agree that all rights for the uploaded accepted Content belongs to you, and no title or copyright is transferred or granted in any way to Pixamba or any third party. It is understood and agreed by parties that Pixamba encourages prospective licensees to access the Web site through the Internet and by other service and software and all purchases are subject to the Content Licensing Agreement.

Pixamba respects the intellectual property of the respective content owners. You agree not to upload to the Web site any Content or information that may violate copyright, intellectual or other property rights. By uploading Content you state the ownership of all and any proprietary rights and the copyright for that Content. Pixamba reserves the right delete any accepted Content on its Web site in its sole discretion and without prior notice.

You agree to provide properly signed Model and Property releases for any identifiable person and property in your artwork. You agree and acknowledge that Pixamba shall not be responsible for any possible damage for your Content during Content preparation, transmission, accept ion or distribution.

Compensation

Pixamba agrees to pay you a portion of the fees collected on sale of accepted Content. The fees depend on the Content type and Content license selected by the Content buyer and may be modified from time to time in the sole discretion of Pixamba. To review the fees payed to our contributors please go to “Prices and License” section of this Web site. In response to a written request, Pixamba will make payment of fees in respect of licensed of Content items. Payments are made on monthly base and the minimal payment that can be requested is USD $50. If your total payout is less than minimum payment you can keep collecting the fees until they reach the required minimum. Monthly payments are sent out until 15-th day of the next month. Taxes or other lawful withdraws may apply. You agree to be responsible for all of your use of the Web site as well as for use of your Member Name and password(s) by others on your behalf.

Content Management

You agree to be responsible for all of your use of the Web site as well as for use of your Member Name and password(s) by others on your behalf. Pixamba reserves the right to delete, move or modify any Content, information, communication, a user account or any part of the Web site, software or services it provides, in Pixamba sole discretion and without a prior notice. You agree to be fully responsible for any communication or Content provided under your Member Name. You agree that Pixamba can accept or decline any Content, information or communication at its sole discretion. Pixamba shall have the right but not the obligation to correct any errors,omissions and make any modification in any Content or accomplished material, such as keywords, titles or descriptions, as Pixamba may determine in its sole discretion. You acknowledge that any screening of Content performed by Pixamba to determine the Content acceptance is done as a courtesy only.

You acknowledge that the Content you provide may be licensed by members under Content Licensing Agreement and Content Licenses, as specified in “Prices and Licenses” section of this Web site. However, Pixamba cannot take responsibility for the compliance by purchasers and licensees of the terms of Pixamba' agreements. You acknowledge and agree to the possibility of Content being used in a manner that is covered by the Content Licensing Agreement. You also agree that Pixamba shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting accepted Content. On your request and expense, Pixamba will assist you to enforce the law protecting your intellectual rights.

Confidentiality

You acknowledge that uploading Content and interacting with the Web site or other software and service provided by Pixamba you may get an access to Pixamba Confidential Information which includes any and all data, information, documents, software or materials relating to the business and management of Pixamba, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business and intellectual property.

Representations and Warranties

You hereby state that you has the legal capacity and authority to enter into this Agreement and you are the sole and exclusive owner of the Content. You has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement.

The Content you provide to Pixamba is free of any virus, worm, malware or other destructive or tracking mechanism and has no time limitations or locks, so the prospective buyers can enjoy Content as long as they use it according to the Content Licensing Agreement. The Content includes or is accomplished with all necessary descriptive information to enable its effective marketing on the Web site. You acknowledge that the provided information is complete and accurate, and does not include false, misleading or inapplicable information or metadata such as using of inappropriate keywords to describe Content (“keywording spam” or “spamwording”).

You agree and acknowledge that the Content delivered by you to Pixamba is your original creations and expressions of subject matter, and no Content infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party.

Indemnification

Termination

This Membership Agreement is effective upon its termination. You may terminate this Agreement by thirty (30) days written notice to Pixamba Customers Service. Such a notice should enable confirmation of your identity. Pixamba reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the Web site at any time for any reason without prior notice or liability. Pixamba also reserves the right to change, suspend or discontinue all or any aspect of the Web site at any time, without prior notice or liability. If Pixamba terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement, as well.

Pixamba will remove accepted Content from the Web site within thirty (30) days of the termination of this Agreement

Termination of this Agreement does not relieve you of your responsibilities to pay any amounts due to Pixamba under this Agreement or your obligations to not use the membership portions of the Web site or any Content other than in the manner permitted under this Agreement or any other agreement entered into at the time such Content was downloaded (such as a Content Licensing Agreement). Termination of this Membership Agreement shall operate without prejudice to the Pixamba’s rights, defenses and limitations of liability provided under this Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Membership Agreement. Upon termination of your access to the membership portions of the Web site, you agree to forfeit all download credits remaining in your account. Until Content is removed from the Web site Pixamba shall have the right to continue licensing it. The termination or expiration of this Agreement shall not alter or affect the rights already granted to licensees or sub-licensees of Content.

Termination of this Agreement shall operate without prejudice to the Pixamba's rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect. Termination of this Agreement deos not terminate the Pixamba's rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement

Disclaimer Of Warranties

THE WEB SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY PIXAMBA “AS IS” WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PIXAMBA DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE. PIXAMBA DOES NOT REPRESENT OR WARRANT THAT THE WEB SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES, WORMS, MALWARE, LOCKS OR SIMILAR CONTAMINATION, RESTRICTIVE, TRACKING OR DESTRUCTIVE FEATURES.

Limitation Of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE WEB SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN. IN NO EVENT SHALL PIXAMBA OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF PIXAMBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, PIXAMBA'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL NOT EXCEED TEN ($10.00) UNITED STATES DOLLARS. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF PIXAMBA OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

Applicable law

General

You specifically agree and acknowledge that you have, in addition to the terms of this Membership Agreement, reviewed the terms of the Terms of Use, Content Licensing Agreement, Content Licenses and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.