PIXELPAD END USER LICENSE AGREEMENT

  1. Introduction

Please read this End User License Agreement and Terms of Use (the “ Terms ”) carefully before using the PixelPAD.io software application and associated course materials, accounts, websites, cloud storage services (collectively, the “ Software ”).  Wherever used herein, “UGA” means Under the GUI Academy Inc., and “ UGA Parties ” refers to UGA and its affiliates, suppliers, and licensors and their respective directors, officers, employees, contractors, representatives, consultants and agents.

These Terms govern your access to and use of the Software

Please read these Terms carefully. They constitute a legal agreement between you and UGA with respect to the access to and use of the Software by you or a child under the age of majority of whom you are the parent or legal guardian (“Child”).   It is very important that you understand and follow the rules in these Terms and that you clearly explain to your Child the rules set out in these Terms for the use of the Software.  You are responsible for your Child’s use of the Software, the website that makes the Software available to you and your Child and any Content (defined below). If there are any parts of these Terms that you do not fully understand, please contact us.

By accessing or using the Software, you confirm your agreement to accept and be bound by these Terms, as they may be amended from time to time (see below), in relation to your entire relationship with UGA and your access to and use of the Software, both before and after your acceptance of these Terms. If you do not agree to these Terms do not access or use the Software.

  1. Licence to Use the Software

Subject to your acceptance of and compliance with these Terms, UGA grants to you a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to access and use the Software for your own personal and internal web-based use in accordance with these Terms. The licence granted to you may be revoked by UGA at any time, in its sole discretion.

  1. Restrictions on Use of the Software and Code of Conduct

You agree that you will not and will not permit any third party to:

  • copy, reproduce, modify, adapt, translate, reverse engineer, decompile, disassemble, reprogram, lend, rent, lease, merge (with other software) or attempt to determine the source code for the Software;
  • market, sell, distribute, assign, license, sublicense, or time share the Software;
  • make the Software available to others, including others in a service bureau, in a “software as a service” model, or in an “application service provider” model;
  • allow any third party to access or use the account provided to you to access or use the Software;
  • create any works, adaptations, enhancements, improvements, modifications, derivative works, products, services software, or computer programs based on the Software or parts thereof, or make the Software available to third parties in any form or otherwise transfer or exploit the Software or any part thereof;
  • copy, reproduce, alter, modify, create derivate works from, rent, lease, loan, sell, distribute, or publicly display any content, code, works, information, data, documents, material, or other subject matter that forms part of the Software (the “ Content ”) without the prior written consent of UGA;
  • mirror or frame any part of the Software, or any Content contained on the Software, without the prior written consent of UGA;
  • download or copy any Content, except as may occur through the normal caching function of your browser;
  • use the Software for any revenue generating endeavour, commercial enterprise, or other purpose for which it is not designed or intended;
  • duplicate in hard copy or any other format whatsoever, any documentation provided to you in connection with the Software, except that, with proper copyright notices, you may make a single copy of such documentation for your own use;
  • remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of UGA or otherwise obscure or modify any manner in which the Software is accessed, displayed or otherwise made available;
  • interrupt, restrict or attempt to interrupt or restrict the operation of the server(s) hosting the Software;
  • breach or attempt to breach the security of another user or gain access to their computer, software or data without their consent;
  • restrict or attempt to restrict, inhibit or degrade in any way, any use of the Software by authorized users;
  • circumvent or attempt to circumvent the user authentication or security of the Software or the servers(s) hosting the software;
  • seize or abuse Software administrator privileges;
  • impersonate another person, attempt to mislead others by indicating you represent UGA, or express or imply that any statements you make or actions you take are endorsed by UGA;
  • transmit through the Software or to the server(s) hosting the Software, any viruses, trojan horses, time bombs, worms or other forms of harmful code that is designed to interrupt, destroy or limit the functionality of any computer software, hardware, or telecommunications equipment;
  • use the Software for data mining, scraping, crawling, redirecting, or compiling a collection of listings or date for any purpose (including for use by a listing product or listing service that is, directly or indirectly, competitive with or in any way a substitute for any services offered by UGA);
  • use or distribute tools designed for compromising security, such as packet sniffers, ping bombers, cracking tools, password guessing programs or network probing tools;
  • use the Software or the servers hosting the Software for any denial of service attacks, network flooding or overloading or for any botnet networks;
  • knowingly input, through the Software, any information, data, or other content, that is incorrect, inaccurate or fraudulent; do any act that compromises the security of the server hosting the Software;
  • use the Software for any unauthorized or unlawful purpose, including, without limitation, for the production or dissemination of any libelous, defamatory, fraudulent, infringing, abusive, lewd, obscene or pornographic material or in any otherwise objectionable or illegal manner;
  • use the Software to send out automated queries, unsolicited commercial electronic messages, unsolicited non-commercial electronic messages, spam, chain letters, pyramid schemes or multi-level marketing scams;
  • use any proprietary information or interfaces of the Software or other intellectual property of UGA for any reason;
  • use the Software to otherwise violate the rights of UGA or any third party;
  • violate any applicable laws, rules or regulations in connection with your access or use of the Software;
  • engage in any conduct which we, in our sole discretion, deem to be detrimental to our interests, including acting or failing to act in any manner contrary to these Terms; or
  • encourage or enable any other individual to do any of the above.

Engaging in prohibited conduct constitutes a breach of these Terms and may subject you to civil liability or criminal prosecution under applicable laws.

  1. Indemnification

To the maximum extent permitted by applicable law, you will defend, indemnify and hold UGA and the UGA Parties harmless from and against any and all claims, damages, losses liabilities, costs and expenses of any kind, including all legal fees and costs, arising out of (i) your breach or your Child’s breach of any provision of these Terms, or (ii) your use or your Child’s use of the Software.  UGA and the UGA Parties reserve the right, in their sole discretion and at their own expense, to assume the exclusive defence and control of any action, claim or matter otherwise subject to indemnification by you. You will co-operate as fully as reasonably required in the defence of any claim.

  1. Changes to these Terms

You acknowledge and agree that we may make changes to these Terms from time to time, for any reason, in our sole and absolute discretion. The most recent version of these Terms will be posted at https://pixelpad.io/eula. If the changes that we make include material changes that affect your rights and obligations, we will take reasonable steps to notify you of the changes in advance. Your continued use of the Software after we post and/or notify you of any changes to the Terms means that you accept and agree to be bound by the Terms as amended.  

  1. Account Password and Security

You will be issued an account, user name and password to use the Software.  You are solely responsible for the confidentiality of your user name and password. In the event of any known or suspected unauthorized use of your user name or password, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your user name or password, immediately notify UGA. In the event of a breach of security, you will remain liable for any unauthorized use of your user name and password until you notify UGA of such breach of security.

  1. Availability and Currency of the Software

While UGA endeavours to keep downtime to a minimum, we cannot promise that the Software will be uninterrupted, secure or error-free. We reserve the right to interrupt or suspend access to the Software, or any part thereof, with or without prior notice for any reason and you will not be entitled to any refund of fees or other compensation for any such interruption or suspension.

You are solely responsible, at your own expense, for obtaining and maintaining all Internet access, computer hardware, and other equipment and services needed to access and use the Software.

UGA updates the information on the Software periodically. However, UGA cannot guarantee or accept any responsibility or liability for the accuracy, currency, or completeness of that information. UGA may revise, supplement or delete information, Content, User Content (as defined in section 11), and services or resources contained on or through the Software and reserves the right to make such changes without prior notification to past, current, or prospective users.

  1. Disclaimers

THE SOFTWARE AND RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. UGA AND THE UGA PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND THE ANY RELATED SERVICES.

UGA AND THE UGA PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SOFTWARE AND ANY RELATED WEBSITES AND SERVICES.

UGA THE UGA PARTIES DO NOT WARRANT THAT THE FUNCTIONALITY OF THE SOFTWARE OR THE PERFORMANCE OF ANY RELATED WEBSITE OR SERVICES ARE FIT FOR ANY PARTICULAR PURPOSE OR THAT THE OPERATION OF THE SOFTWARE OR ANY RELATED WEBSITE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR ACCURATE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE, AND ANY RELATED WEBSITES OR SERVICES OR THE SERVERS THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.

UGA AND THE UGA PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE, OR ANY RELATED WEBSITES OR SERVICES OR ANY DATA, INFORMATION, OR WORKS OF OTHER USERS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, SECURITY, TIMELINESS, SEQUENCE, AUTHENTICITY OR COMPLETENESS OR OTHERWISE AND DISCLAIMS ANY RESPONSIBILITY THEREFOR.

UGA AND THE UGA PARTIES DO NOT WARRANT THAT THE SOFTWARE WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR DEVICE OR OTHER PIECE OF HARDWARE, SOFTWARE OR EQUIPMENT THAT YOU USE TO ACCESS OR USE THE SOFTWARE. YOU ACKNOWLEDGE THAT UGA SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS.

UGA AND THE UGA PARTIES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE EFFECTIVENESS OF THE INFORMATION, DATA, CONTENT AND OTHER SUBJECT MATTER PRESENTED ON, THROUGH AND IN CONNECTION WITH THE SOFTWARE OR ANY RELATED WEBSITES OR SERVICES OR THAT THE USE OF THE SOFTWARE OR ANY RELATED WEBSITES OR SERVICES WILL RESULT IN ANY USER’S DESIRED OUTCOMES.

THE SOFTWARE MAY PROVIDE LINKS TO THIRD PARTY WEBSITES FOR YOUR CONVENIENCE ONLY. UGA AND THE UGA PARTIES ARE NOT RESPONSIBLE FOR THOSE WEBSITES AND THE INCLUSION OF THESE LINKS DOES NOT IMPLY THAT UGA OR THE UGA PARTIES EITHER MONITORS OR ENDORSES THEM. PLEASE BE AWARE THAT THESE THIRD PARTY WEBSITES ARE GOVERNED BY SEPARATE TERMS AND CONDITIONS AND PRIVACY POLICIES. WE ENCOURAGE YOU TO BE AWARE WHEN YOU CLICK THESE LINKS AND LEAVE OUR SOFTWARE. YOUR USE OF THIRD PARTY WEBSITES IS AT YOUR OWN RISK.

BY USING THE SOFTWARE, YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO EVALUATE THE RISKS ASSOCIATED WITH THE USE, ACCURACY, USEFULNESS, COMPLETENESS, AND APPROPRIATENESS OF THE SOFTWARE, AND THE CONTENT THAT IT MAY CONTAIN, OR TO WHICH THE SOFTWARE MAY PROVIDE OR FACILITATE ACCESS, FROM TIME TO TIME.

  1. Limitation of Liability

UGA AND THE UGA PARTIES SHALL NOT BE LIABLE OR OBLIGATED IN ANY MANNER FOR ANY DIRECT, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOST REVENUE, FAILURE TO RECOGNIZE EXPECTED SAVINGS OR OTHER ECONOMIC LOSS) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY OR OTHERWISE RESULTING FROM THE USE OF THE SOFTWARE, OR ANY RELATED WEBSITES OR SERVICES OR THE PERFORMANCE OR NON-PERFORMANCE OF UGA’S OBLIGATIONS UNDER THESE TERMS.

WITHOUT LIMITING THE DISCLAIMERS AND LIMITS OF LIABILITY ABOVE, IN ANY EVENT THE LIABILITY OF UGA AND THE UGA PARTIES UNDER THESE TERMS SHALL NOT EXCEED CAD$50 IN THE AGGREGATE.

  1. Proprietary Rights

  1. Content. You acknowledge and agree that, except for public domain material and your personal information, all Content are protected by copyright and other laws and are, will be, and will remain the sole and exclusive property of UGA, its affiliates, its licensors, or their respective successors and assigns. All rights in and to the Content are reserved by its owner(s) except to the extent of the limited licence expressly granted to you in these Terms. Other than to the extent expressly authorized in these Terms, you may not directly or indirectly host, store, use, run, reproduce, copy, distribute, display, present, publish, transmit, broadcast, communicate to the public by telecommunication, make available, sublicense, sell, reverse-engineer, decompile, disassemble, merge with other data, translate, modify, or otherwise exploit the Content, in whole or in part, or authorize else to do so, without the express prior written consent of its owner(s).

  1. Trademarks. You acknowledge and agree that any and all trademarks, company names, trade names, logos, product names, services names, services marks, certification marks, or other indicia of source that are used by UGA in connection with the Software (the “ Trademarks ”) are and will remain the sole and exclusive property of UGA, its affiliates, its licensors, or their respective successors and assigns. All rights in and to the Trademarks are expressly reserved by their owner(s). Nothing in these Terms gives you any right or licence to use any Trademark without the express written consent of its owner.

  1. Data.  You acknowledge and agree that any and all data, performance metrics, analytics, reports, know-how, or other information related to the functionality or performance of the Software (collectively, “ Data ”), regardless of how, when, or by whom they are created, are, will be, and will remain the sole and exclusive property of UGA, its affiliates, its licensors, or their respective successors and assigns. You further acknowledge and agree that the Data is an original compilation protected by copyright law, UGA has dedicated substantial resources to collect, manage and compile the Data, and the Data constitutes trade secrets of UGA. All rights in and to the Data, and the intellectual property in and related to the Data, are expressly reserved by their owner(s), except to the extent of the limited licence expressly granted to you in these Terms.

  1. User Content

Please read the following terms carefully. This section 11 relates to your or your Child’s creation and/or submission of User Content (as defined below) on or through the Software. Under this section, you are required to grant broad and significant rights to UGA and the UGA Parties, in relation to the content that you or your Child provide and/or make available on and through the Software.  

By creating, submitting, uploading, publishing or otherwise making available any User Content on or through the Software, you hereby grant UGA the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, transferable, sublicensable right and licence to host, store, use, run, reproduce, copy, distribute, display, present, publish, communicate to the public, perform, transmit, broadcast, make available, and otherwise exploit in any way the User Content and Adaptations (as defined below), including all copyrights and other intellectual property rights therein and thereto, in whole or in part, in any format or media now known or later devised, for or in connection with the Software, and the business, commercial, and promotional purposes of UGA and its users, including providing the Software to UGA’s users and the UGA Parties in accordance with these Terms and authorizing the use of the User Content and Adaptations by those users and UGA Parties in any way permitted by UGA from time to time (the “ User Content Licence ”). For clarity, and without limiting the foregoing, you agree that User Content Licence includes the rights to (a) modify, edit, and translate the User Content, combine and juxtapose the User Content with other content or materials, include the User Content in collective works, and create and exploit derivative works based on or including the User Content in whole or in part (collectively, “ Adaptations ”); and (b) use the User Content in association with any product, service, cause, or institution. “ User Content ” means any works, content, code, materials, information, data or other similar subject matter that you author, create, develop, make, submit, upload, publish, or otherwise make available on or in connection with your access to and use of the Software.

  1. Waiver of Moral Rights.  

You hereby waive absolutely, irrevocably, and unconditionally, in favour of UGA and the UGA Parties, any and all moral rights and other similar rights that you or your successors or assigns may enjoy, now or in the future, throughout the world, in relation to the User Content, including any right to the integrity of the User Content, to be associated with it by name or pseudonym, and to control or restrain its use in association with any product, service, cause, or institution.

  1. Copyright Dispute Policy (Canada)

If you believe that material or content that resides or is accessible on or through the Software infringes a copyright, please send a notice of claimed infringement to UGA, either by email at hello@pixelpad.io  The notice should contain the following information:

  • contact information about the claimant, including name, mailing address, and other particulars required to communicate with the claimant;
  • identification of the work or other subject matter to which the claimed infringement relates;
  • a description of the claimant’s interest or rights in or to the work or other subject matter;
  • identification of electronic location of the infringing material to which the claimed infringement relates, with sufficient detail so that UGA is capable of finding and verifying its existence;
  • the date and time of the commission of the claimed infringement; and
  • any other information that may be prescribed under applicable laws.

The notice may not contain any of the following:

  • an offer to settle the claimed infringement;
  • a request or demand, made in relation to the claimed infringement, for payment or for personal information;
  • any reference, including by way of hyperlink, to such an offer, request, or demand; or
  • any other information that may be prescribed under applicable laws or regulations.

If the notice is not compliant with these requirements, UGA will have no legal or other obligation to take any action in relation to the claimed infringement.

If a proper bona fide  infringement notice is received in accordance with these Terms, it is UGA’s policy to remove or disable access to the infringing material; notify the user that posted, submitted or uploaded the subject content that UGA has removed or disabled access to the material; and where UGA deems appropriate, discipline repeat offenders, in accordance with applicable laws, by suspending or terminating the offender’s access to or use of the Software, and the User Content and materials they contain, in whole or in part.

  1. Governing Law

These Terms will be governed by the Province of Ontario and the laws of Canada applicable therein.  The application of the United Nations Convention on Contracts for the international sale of goods is expressly excluded. If any part of these Terms is found void and unenforceable, such finding will not affect the validity of the balance of these Terms,

which shall remain valid and enforceable according to their terms.

  1. Suspension and Termination

UGA may, at any time, without notice to you, suspend or terminate your access to the Software if, in UGA’s sole discretion, you fail to comply with any term or provision of these Terms or UGA believes that you, by your conduct, have violated any applicable law or are acting contrary to the interests of UGA. All warranty disclaimers, limitations on liability, and proprietary rights shall survive termination of these Terms and you agree to remain bound by those provisions that survive termination.

  1. General Provisions

These Terms set forth UGA and the UGA Parties’ entire liability and your exclusive remedy with respect to the Software. You acknowledge that these Terms are a complete statement of the agreement between you and UGA and that there are no other prior or contemporaneous understandings, promises, representations or descriptions regarding the Software. UGA’s representatives, licensees, or sublicensees are not authorized to make modifications to these Terms or to make any additional representations,  commitments, or warranties binding on UGA or the UGA Parties other than in writing signed by an officer of UGA. Accordingly, such additional statements are not binding on UGA or the UGA Parties and you should not rely upon such statements.  If any provision of these Terms is invalid or unenforceable under applicable law then it is to that extent deemed admitted and the remaining provisions will continue in full force and effect.

  1. Questions, Concerns, and Suggestions

If you have any questions, concerns or suggestions regarding the Software or these Terms, please contact us at: hello@pixelpad.io