Depix Technologies Inc.
Last updated: November 18, 2022
To the extent permitted by law, we reserve the right, in our sole and absolute discretion, to modify these Terms, or any part thereof, at any time. In such event, Depix will provide you with reasonable notice prior to the amended Terms becoming effective. The amended Terms will be effective upon posting and will apply to your use of the Platform from that time forward.
1. USE OF THE PLATFORM
1.1 Access and use. Subject to your strict compliance with these Terms, Depix authorizes you to access and use the Platform in accordance with the Documentation solely for your personal use or internal business purposes.
1.2 Accuracy of Information. We use commercially reasonable efforts to ensure that the information available on the Platform is accurate and up to date. However, there may be times when information contains typographical errors, inaccuracies, or minor omissions. In such event, and to the extent permitted by law, we reserve the right to correct any such minor errors, inaccuracies, or omissions on the Platform without affecting past or current Subscriptions (as defined below).
1.5 Restrictions. You may not, at any time, directly or indirectly: (i) copy, modify or create derivative works of the Platform or Documentation, in whole or in part; (ii) rent, lease, loan, sell, sublicense, assign, distribute, publish, transfer the Platform or Documentation to third parties; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or access the source code of the Platform, in whole or in part; (iv) remove any proprietary notices from the Platform, Documentation or Platform Content (as defined below); (v) use the Platform as a service bureau, time-share or in any other manner allocated to third parties; (vi) use the Platform in a manner contrary to the Documentation; (vii) provide passwords or other login information to the Platform to third parties; (viii) share Platform features with third parties; (ix) probe, scan, vulnerability test or circumvent any security mechanism used by websites, servers or networks connected to the Platform; (x) take any action that imposes an unreasonable or disproportionately large load on websites, servers or networks connected to the Platform; (xi) access, attempt to access, or use the data of other users of the Platform without their consent; (xii) knowingly diminish or impede access to the Platform; (xiii) access or use the Platform to create a similar or competing platform or service; or (xiv) use the Platform, Documentation or Platform Content in any manner or for any purpose that infringes, misappropriates or violates any intellectual property or other right of any person, or violates any applicable law.
1.6 Suspension of the Platform. Notwithstanding anything to the contrary in these Terms, Depix may temporarily suspend your access to some or all of the Platform if, in Depix’s reasonable opinion: (i) there is a threat or attack on any component of the Platform; (ii) your use of the Platform disrupts or poses a security risk to the Platform or any other Depix customer; (iii) you use the Platform for fraudulent or illegal activities; (iv) your use of the Platform is prohibited by applicable law; or (v) your use of the Platform violates the Terms (each, a “Suspension”). Depix will use commercially reasonable efforts to notify you in writing of any Suspension and to provide you with updates regarding the resumption of access to the Platform following any Suspension. Depix will use commercially reasonable efforts to provide access to the Platform as soon as reasonably practicable after the event giving rise to the Suspension is corrected. To the extent permitted by law, Depix is not responsible for any damages, liabilities, losses (including lost profits), or any other consequences you may incur as a result of a Suspension.
1.7 Compliance Measures. The Platform may contain technological safeguards to prevent copying and other security measures to prevent unauthorized uses of the Platform, such as uses: (i) beyond the scope of access granted under Section 1.1 of the Terms; and/or (ii) prohibited under Section 1.5 of the Terms. You shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to such security measures.
1.8 Investigations and Lawsuits. Depix reserves the right to investigate any actual or potential violation of these Terms and to take appropriate action to stop any such violation. You acknowledge and agree that Depix has the right (but not the obligation) to enforce compliance with these Terms, applicable laws, court orders and governmental requirements. In the event of any violation of these Terms, Depix shall have the right, at any time and without notice, to terminate your access to or use of the Platform.
2. USER ACCOUNT
2.1 Creating an Account. Certain features of the Platform require the creation of a user account. You will have the option of signing in through certain third party providers such as Facebook or Gmail or creating an account on the Platform. If you choose to register and create an account on the Platform, you must complete the registration process by providing Depix with current, complete, and accurate information as prompted by the applicable registration form. You must also choose a unique username and secure password. If you violate the Section 2.1, Depix may terminate your rights to access and use the Platform in its sole and absolute discretion.
2.2 Use of the Platform by Minors. Depix does not knowingly collect information from children under the age of 14.
2.3 Account Responsibility. You are entirely responsible for maintaining the confidentiality of your password and account. In addition, you are entirely responsible for all activities that occur under your account. You agree to immediately notify Depix of any unauthorized use of your account or any other breach of security.
2.4 Account Security. Although we use commercially reasonable security measures to protect your Personal Information, we cannot guarantee that unauthorized third parties will never be able to breach the Platform’s security measures or make inappropriate use of your Personal Information.
2.5 Use of Other Accounts. You may not use another person’s account at any time, except with the permission of the account holder as a duly authorized agent.
2.6 Account Deletion. Depix reserves the right to delete any Account that is no longer needed upon notice from you or that has been inactive for a period of more than one (1) year.
3. SUBSCRIPTION; PAYMENT AND BILLING
3.1 Subscription. Depix provides for the possibility of a monthly or annual subscription to allow you to access additional features of the Platform (a “Subscription”) as described on the Platform. To sign up for a Subscription, you must complete the Subscription form provided on the Platform. At any time prior to the completion of the transaction, you will have the right to accept, correct or decline your order. Once the order is completed, a payment receipt will be sent to you by email with the order confirmation. Thereafter, you may cancel your order only to the extent permitted by law and these Terms.
3.2 Price and taxes. The selling price is the one displayed in the summary of your order. Unless otherwise specified, the prices of products listed on the Platform do not include applicable federal or provincial sales taxes. Applicable taxes will be listed separately in your order summary.
3.3 Payment and Billing. When you subscribe to a Subscription, you agree that Depix (or a third party payment processor authorized by Depix, such as Stripe or Paddle) will charge your credit card for recurring Subscription fees in accordance with the frequency and options selected until your Subscription is cancelled or terminated. A receipt of payment will be sent to you by email following your subscription to a Subscription only.
3.4 Automatic Renewal of Your Subscription. Your Subscription will automatically renew on a monthly or annual basis (as applicable) unless you have cancelled or terminated your Subscription in accordance with Section 3.5 hereof. In the case of an annual Subscription, Depix will send you notice of the renewal of such Subscription no later than sixty (60) days before the end of the current Subscription.
3.5 Suspension or Cancellation of Your Subscription. If you wish to suspend or cancel your Subscription, you may do so at any time, without charge, by sending us an email indicating the duration of the suspension or cancellation of your Subscription to [email address] prior to your Subscription renewal date,which may vary depending on the type of Subscription selected. If you fail to notify us of your desire to suspend or cancel your Subscription in accordance with this paragraph, your credit card will be charged accordingly on the date of the next applicable billing period, all to the extent permitted by law.
3.6 Currency. Unless otherwise specified, all prices for Subscriptions displayed on the Platform are in Canadian currency.
3.7 Pricing Error. While we strive to ensure the accuracy of the prices posted on the Platform, errors may occur. If we discover an error in the price of the Subscription you have subscribed to after your Subscription, we will notify you as soon as possible and give you the choice of confirming your Subscription at the correct price or cancelling it. If we are unable to contact you after ten (10) business days, we will cancel your Subscription and refund the price paid for the cancelled Subscription.
3.8 Refund Policy. In the event of an error on the part of Depix or a problem with a Subscription, please write to us at [email address] within seven (7) days of confirmation of your Subscription and explain the defect(s). Please provide our customer service team with a copy of your Subscription confirmation and any other relevant documentation related to the defects found. To the extent that your request relates to an error on the part of Depix, Depix may refund the price paid and cancel your Subscription within a reasonable period of time following receipt of your email under this paragraph. Except for the refund procedure set forth in this paragraph, Depix will not refund any other Subscription.
4. COLLECTION AND USE OF INFORMATION; AGGREGATE DATA
4.1 Collection and Use of Information. Depix may, directly or indirectly through the services of third parties, collect, record, and store information, including Final Content (as defined below) regarding the use of the Platform and the equipment by which the Platform is accessed and used, through: (i) the provision of maintenance and support services; (ii) the provision of analytics and product growth services; (iii) the security measures included in the Platform as described in Section 1.7 above; and (iv) through transfers via the Internet. You agree that Depix may use this information for purposes related to any use of the Platform by you, including, without limitation, to: (y) improve the performance of the Platform, study trends, or develop updates; and (z) verify your compliance with the Terms and enforce Depix’s rights, including Depix’s intellectual property rights, as between the parties, in and to the Platform and the Documentation.
4.2 Aggregate Data. Notwithstanding anything to the contrary herein, Depix may monitor your use of the Platform and collect, and compile aggregated data sets and decision models (collectively, “Aggregate Data”). As between the parties, all right, title, and interest in and to the Aggregate Data, including all intellectual property rights therein, are owned and held exclusively by Depix. You acknowledge and agree that Depix may, in its sole and absolute discretion: (i) make the Aggregate Data publicly available in accordance with applicable law; and (ii) use the Aggregate Data to the extent and in the manner permitted by applicable law.
5.1 Ownership of Content. As between us, you retain ownership of any text, video, photo, or other material you upload to the Platform (“Content”), in order to generate, produce, publish, or otherwise create text, video, photos or other material through the Platform (“Final Content”), except for Feedback (as defined below).
5.2 Responsibility for Content. You acknowledge and agree that you are solely responsible for any Content you provide to the Platform for the purpose of creating, producing, publishing, or generating Final Content through the Platform. Therefore, you represent and warrant to Depix that: (i) you are the sole and exclusive owner of the Content, or that you have all the rights, licenses, authorizations, consents and releases to grant Depix the rights to such Content; and (ii) neither the Content, nor its publication, transmission, or use by Depix, infringes or will infringe the rights of any third party, including intellectual property rights and publicity rights, or any law or regulation, whether Canadian or foreign.
5.3 Prohibitions. At all times when uploading Content or when posting, generating or otherwise creating any Final Content hereunder, you agree not to make any statement or generate any Final Content that may be deemed, in Depix’s sole and absolute discretion, to: (i) abusive, defamatory, pornographic, indecent, threatening, hateful, racist, xenophobic, homophobic or sexist (or any use of discriminatory language) or depicting identifiable persons in an offensive, pornographic, obscene, immoral, libellous or defamatory manner; (ii) involving vulgar, obscene or malicious language; (iii) disclosing personal information or the confidential information of others; and (iv) suggesting an endorsement or approval of products and services by the individuals, brands, singers and/or organizations (as the case may be) featured in the Final Content, unless consent has been obtained. In addition, you may not: (x) sell or distribute the Final Content as digital content or digital wallpaper; and (y) sell or distribute the Final Content without adding additional elements or other value.
5.4 License to Content and Final Content. By submitting Content, you grant Depix a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and transferable license to reproduce, publish, modify, and generally use the Content and Final Content in connection with the Platform. You also agree to complete and sign any documents that Depix may reasonably require to give full effect to this provision.
5.5 Third Party Content. You may use and/or access content provided or generated by third parties through the Platform. Depix cannot guarantee that such content will be free of any material or information that you may find objectionable. Depix disclaims all liability related to your access to such content and makes no warranties, express or implied, regarding such third party content. Third party content may require consents or licenses to such rights, including for commercial exploitations of such content. Depix does not represent or warrant that such consents or licenses have been obtained and expressly disclaims any liability in connection therewith. Further, Depix disclaims any warranty of non-infringement or title with respect to such third party content. Accordingly, by using, downloading, or otherwise obtaining Third Party Content available on the Platform, you agree to do so at your own risk and to assume all risk of damages resulting from your use of any Third Party Content. Your use, downloading or otherwise obtaining of Third Party Content is at your sole and absolute discretion and risk.
5.6 Complaint and Platform Management. If you believe that any content available on the Platform violates any of the provisions of this Section 5 or any applicable law, Depix invites you to file a complaint, which will be treated confidentially, at the following email address: [email address]. Notwithstanding the foregoing, you acknowledge and agree that Depix has no obligation to review the content posted on the Platform, including your Content and the Final Content, or to monitor your access to or use of the Platform, but has the right to do so, in order to ensure compliance with these Terms, applicable laws, court orders, governmental standards or any other applicable requirements. Depix reserves all rights with respect to the administration of the Platform, including, but not limited to, the right to remove without notice any Content and Final Content that, in Depix’s sole and absolute discretion, does not comply with the rules set forth in this Section 5.
6. INTELLECTUAL PROPERTY
6.1 Platform and Documentation. You acknowledge and agree that the Platform and Documentation are provided to you under license and are not sold to you. You acquire no right, title, or interest in or to the Platform or Documentation under these Terms other than the right to access and use the Platform and Documentation in accordance with the Terms. As between the parties, Depix retains all right, title, and interest in and to the Platform and Materials, including all intellectual property rights therein, subject to the accesses expressly granted hereunder. You are responsible for protecting the Platform and Materials (including all copies thereof) from infringement, misappropriation, theft, unauthorized use or access.
6.2 Trademarks. All trademarks, service marks, logos, trade names, and other distinctive signs designating Depix or the Platform are, between us, trademarks of Depix. All other trademarks, service marks, logos, trade names and other distinctive signs are trademarks of their respective owners.
6.3 Content of the Platform. All original works reproduced or published on the Platform are protected by copyright. The owner of the copyright in each work reserves all rights to it. You acknowledge and agree that it is an infringement of copyright for any person to do, without the consent of the copyright owner, anything that only the copyright owner has the right to do under applicable copyright laws. Content elements offered by Depix on the Platform for the purpose of generating, creating or otherwise developing Final Content, such as identifiable persons, audio and video samples and photos (collectively, the “Platform Content”) may be protected by intellectual property including, but not limited to, copyright, privacy, trademark and other rights, and may require obtaining third party consent or licensing of such rights, including for commercial uses of the Platform Content. Depix does not represent or warrant that such consents or licenses have been obtained, and expressly disclaims any liability in connection therewith. If you download or otherwise use the Platform Content, including for the purpose of creating Final Content, you are responsible for obtaining the required consents or licenses from the rights owner and for properly attributing credits and other legal notices to the rights owner.
6.4 Feedback. If you send or transmit to Depix any communication or material suggesting or recommending changes to the Platform, including, without limitation, new features or functionality relating thereto, or any comments, questions, suggestions or the like (each, a “Feedback”), Depix shall have the right (but not the obligation) to use such Feedback. You hereby assign to Depix, on your behalf, all right, title and interest in and to the Feedback, and this assignment shall be effective as of the date of creation of such right, title and interest. You agree to waive any moral rights you have or may have in and to the Feedback. Without limiting the generality of the foregoing, you acknowledge and agree that Depix shall have the right (but not the obligation) to use, without any attribution or compensation, any ideas, know-how, concepts, techniques or other intellectual property rights in and to the Feedback for any purpose whatsoever. You also agree to complete and sign any documents that Depix may reasonably require to give full effect to this provision.
7. LIMITATION OF LIABILITY
7.1 WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE CONTENT AVAILABLE THROUGH THE PLATFORM (INCLUDING THE FINAL CONTENT AND THE PLATFORM CONTENT), INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BY USING THE PLATFORM, YOU EXPRESSLY RELEASE DEPIX FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY CONTENT AVAILABLE THROUGH THE PLATFORM (INCLUDING THE FINAL CONTENT AND PLATFORM CONTENT).
7.2 DEPIX SHALL IN NO EVENT BE LIABLE TO YOU FOR ANY INTERRUPTION, SUSPENSION OR INABILITY TO ACCESS THE PLATFORM, INCLUDING BUT NOT LIMITED TO OUTAGES, NETWORK PROBLEMS, FORCE MAJEURE OR EVENTS BEYOND OUR CONTROL, NOR FOR ANY DAMAGES THAT MAY RESULT THEREFROM. DEPIX MAY, AT ANY TIME AND WITHOUT PRIOR NOTICE, TEMPORARILY INTERRUPT ACCESS TO THE PLATFORM FOR MAINTENANCE PURPOSES AIMED AT ITS PROPER FUNCTIONING, WITHOUT HAVING TO GRANT ANY COMPENSATION. TO THE FULLEST EXTENT PERMITTED BY LAW, DEPIX SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, TRANSMISSION OF VIRUSES, ATTEMPTED INTRUSIONS, AND HACKING OF DATA, FILES, OR PROGRAMS CONTAINED THEREIN, TO THE EXTENT THAT SUCH LOSS OR DAMAGE IS NOT THE RESULT OF DEPIX’S FAULT OR BREACH OF ITS OBLIGATIONS HEREUNDER.
8. EXTERNAL SITES
9.1 Survival of Terms. Provisions that by their nature should survive termination of these Terms will survive termination, including provisions relating to ownership and disclaimers and limitations of liability.
9.3 Notices. We may provide you with any required legal notices (including service of process) by any lawful method, including posting notices on the Platform or sending notices to any email address you provide when setting up your account on the Platform or that you provide in any other interaction with us or the Platform. You agree to send us notices by posting them to [address].
9.4 Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder.
9.5 Waiver and Severability. Depix’s failure to enforce any right or provision of these Terms shall not constitute a waiver of any future enforcement of such right or provision. The waiver of any such right or provision shall be effective only if in writing and signed by a duly authorized representative of Depix. Except as expressly provided in these Terms, the exercise by Depix of any of its remedies under these Terms shall be without prejudice to its other remedies. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be invalid or unenforceable, the remaining provisions of these Terms will remain valid and effective.
9.6 Force Majeure. Except for obligations relating to payment, each party shall be relieved of its obligations to the extent and for the period that it is unable or prevented from performing such obligations by circumstances beyond its control and shall not be liable to the other party for any damages suffered.
9.7 Contact Us. Depix welcomes your comments, questions and feedback, which can be sent to email@example.com.