Last Updated: January 29, 2015

Company Terms of Use

Welcome, and thank you for your interest in CompanyPixie Technology, Inc. (“Company”) and our web site located at www.getpixie.com (the “Company Site”).  We are pleased to offer you access to the Company Site and its associated mobile applications (“Apps”), downloadable software, features, or services operated by Company (the “Company Service”) conditioned on your acceptance without modification of the following Terms of Use (the “Terms”).

PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY, AS THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND COMPANY.  BY ACCESSING, BROWSING, DOWNLOADING APPS AND/OR OTHERWISE USING THE COMPANY SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE OBLIGATION TO USE ONLY FOR LAWFUL PURPOSES, THE PRIVACY POLICY AND OTHER GUIDELINES (AS DEFINED BELOW).  IF YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE DO NOT USE THE COMPANY SERVICE.

1. Eligibility; Registration Information and Password; Company Service Access.

THE COMPANY SERVICE IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 13 OR TO ANY USERS SUSPENDED OR REMOVED FROM THE COMPANY SERVICE.  BY USING THE COMPANY SERVICE, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE COMPANY SERVICE.

If you are registering or using the Company Service on behalf of a company, entity, or organization (collectively “Subscribing Organization”), you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms, and you hereby do agree to be bound by these Terms on behalf of such Subscribing Organization.  In such a case, references to “you” in these terms shall be construed to mean you, the Subscribing Organization, and any other individual that uses the Company Service on the Subscribing Organization’s behalf.

SUBJECT TO YOUR COMPLIANCE WITH THESE TERMS AND ALL APPLICABLE LAWS, Company grants you permission to access and use the Company Service solely for your personal or internal business purposes, at the level for which you have registered and have paid all applicable fees, as set forth in these Terms and consistent with the intended features of the Company Service.

2. Registration.

In order to use the Company Service, you will need to register for an account (such users referred to herein as “Registered Users”), and pay any applicable fees.  You agree that the information you provide to Company on registration and at all other times, including without limitation any necessary payment processing information, will be true, accurate, current, and complete, and that you will keep this information accurate and up–to–date at all times.  When you register, you will be asked to provide a password.  You should keep your password confidential, as you (or your Subscribing Organization, as applicable) will be responsible for all activities that occur under your password.  In the case of a Subscribing Organization, your password should only be shared with those employees of the Subscribing Organization that have a need to access and use the Company Service on the Subscribing Organization’s behalf.  You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.

3. Privacy and other Policies.

  1. Privacy Policy.  Your privacy is important to Company.  The Company Privacy Policy is hereby incorporated into these Terms by reference.  Please read this policy carefully for information relating to our collection, use, and disclosure of your personally identifiable information.  By using the Company Service, you represent and warrant that you have read and agree to the practices described in the Privacy Policy.  The practices described in the Company Privacy Policy apply only to our use of information supplied by you to Company through the Company Service.
  2. Guidelines.  When using the Company Service, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the “Guidelines”).  All such Guidelines are hereby incorporated by reference into the Terms.
  3. Hardware Sales Terms and Conditions.  In order to utilize the Company Service, you may be required to purchase certain hardware that works with the Apps in order to deliver the Company Service to you.  Your purchase of such hardware is governed by Company’s sales terms and conditions.

4. Prohibited Conduct:  all rights and licenses granted to you hereunder are conditioned upon your compliance with the following restrictions.  You shall not do or attempt to do any of the following:

  1. Access or attempt to access content or features of the Company Service for which you have not registered and/or paid the applicable fees;
  2. Rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer your access to the Company Service, or any of the permissions granted herein.
  3. Use the Company Service on behalf of any third party (except your Subscribing Organization, if applicable), or in connection with any type of “service bureau” activity;
  4. Impersonate another person or entity, or access another user’s account without that user’s permission;
  5. Share Company passwords with any third party or encourage any other user to do so (except as provided in Section 2);
  6. Use any bot, spider, or other automated program or process to access the Company Service, except for the sole purpose of crawling the Company Service in connection with legitimate indexing services of commercially available general purpose search engines; or
  7. Use the Company Service for any illegal, unethical, fraudulent, misleading, or objectionable purpose or in breach of any law, regulation, or agreement.

5. Service Usage

  1. Limited License.The Apps, are licensed, not sold or otherwise transferred to you.  Subject to your acceptance of, and ongoing compliance with, the Terms (including payment of any applicable license fees and compliance with all license restrictions) and all applicable laws, Company hereby grants you a limited, non-transferable, non-sublicensable, revocable license to (i) use the Apps on a device that you own or control; and (ii) to use the Apps to upload User Submissions to the Company Service as otherwise permitted by these Terms for your internal business purpose.  You may not use the Apps on any device that you do not own or control, and you may not distribute or make the Apps available over a network where they could be used by multiple devices at the same time.  You may not rent, lease, lend, sell, reproduce, redistribute or sublicense the Apps.  You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Apps, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law).  The use of the Apps may be subject to separate third party terms of service and fees, including without limitation the terms of service and data, SMS, MMS, and other fees of your mobile network operator, which are your sole responsibility.
  2. User Submissions.  The Company Service may contain features that enable users to submit input (“User Submissions”), and provides for the aggregation, reproduction, distribution, transmission, public performance, and public display of such User Submissions.  You understand that all User Submissions are the sole responsibility of the person from whom such User Submission originated.  This means that you, and not Company, are entirely responsible for all User Submissions that you make available through the Company Service.
  3. Applicability to Upgrades.These Terms will govern any upgrades provided by Company that replace and/or supplement the original Apps, unless such upgrade is accompanied by a separate license in which case that license will govern.
  4. Consent to Use of Data.You agree that Company may collect and use technical data and related information, including, but not limited to, technical information about your handset, device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to you (if any) related to the Apps.  Company may use and disclose this and other information you provide for a variety of purposes.  To learn more about our policies with respect to the collection, use and disclosure of information, please review our Privacy Policy.
  5. Third Party Fees.  You understand and acknowledge that third party fees may apply to your use of the Mobile Application, including without limitation fees charged by your mobile service provider for network access, data transmission, or other similar fees.  You are solely responsible for all such fees. Please note that transmitting audio data to Company through the Apps is a data intensive process, and you should confirm your data usage plan details with your network operator.
  6. Location-Based Services.  Some of the features of the Company Service enables Company to access your location or location of your tagged items in order to provide the Company Service based on your location or location of your tagged items (“Location-based Services”).  In order to use certain Location-based Services, you must enable certain features of your mobile phone, such as GPS, Wi-Fi, and Bluetooth, which enable Company to identify your location through a variety of means, including GPS location, IP address, cell tower location, geo-fencing technology, or detection by physical on-location Wi-Fi or Bluetooth sensors, as available.  To the extent your location is collected through Wi-Fi or Bluetooth sensors, such sensors, and the associated data services, may be provided by a third party, and you agree and acknowledge that such third party may access such information for the purpose of providing such data services to Company.  You will be given the option to automatically enable the provision of some Location-based Services through the Apps, and to enable or disable such Location-based Services at any time through the App’s Settings menu.  If you choose to disable any Location-based Services on your device and/or opt out of any Location-based Services through the App’s Settings menu, you will not be able to utilize certain features of the Apps.  By enabling Location-based Services on your device, you agree and acknowledge that (i) device data we collect from you is directly relevant to your use of the Apps, (ii) Company may provide Location-based Services related to and based on your then-current location or location of your tagged items, and (iii) Company may use any such information collected in connection with the provision of Location-based Services in connection with its provision of the Apps.  PLEASE NOTE THAT LOCATION DATA MAY NOT ALWAYS BE ACCURATE, AND COMPANY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO LOCATION-BASED SERVICES.
  7. NOTICE REGARDING APPLE. If you are using the Apps on an iOS-based device, you agree to and acknowledge that this Agreement is between you and Company only, not with Apple, Inc. (“Apple”), and Apple is not responsible for the Apps and the content thereof.  Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Company Service.  In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund any applicable purchase price for the Apps to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Apps.  Apple is not responsible for addressing any claims by you or any third party relating to the Apps or your possession and/or use of the Apps, including, but not limited to: (i) product liability claims; (ii) any claim that the Apps fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.  Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the Apps and/or your possession and use of the App infringe that third party’s intellectual property rights.  You agree to comply with any applicable third party terms, when using the Apps.  Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary of this Agreement.  You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

6. Billing and Payment. 

  1. No Refunds. All fees relating to the Company Service, including any fees charged for access to the Company Service are final and nonrefundable.
  2. Account Use.  To use or register for a paid feature on the Company Service, you are required to keep payment information current, complete and accurate (such as a change in address, credit/debit card number or expiration date) and notify Company if the selected payment method is canceled (e.g., for loss or theft). You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your employees, agents, independent contractors, or others who access your account).
  3. Taxes. You are responsible for paying any governmental taxes imposed on your use of the Company Service, including, but not limited to, sales, use or value-added taxes. To the extent Company is obligated to collect such taxes, the applicable tax will be added to your billing account.
  4. Disputed Charges. YOU AGREE TO SUBMIT ANY DISPUTES REGARDING ANY CHARGE TO YOUR ACCOUNT IN WRITING TO COMPANY WITHIN THIRTY (30) DAYS OF SUCH CHARGE, OTHERWISE SUCH DISPUTE WILL BE WAIVED AND SUCH CHARGE WILL BE FINAL AND NOT SUBJECT TO CHALLENGE.

7. Modification of the Terms. 

From time to time, Company may change, modify, add, or remove portions of the Terms, and reserves the right to do so in its sole discretion.  If we modify these Terms, we will notify you, and you will be required to accept such modified Terms as a condition to continuing using the Company Service.

8. Prohibited Uses.

  1. Access to the Company Service from territories where its contents are illegal is prohibited.  The Company Service is designed for customers in the United States.  Those who choose to access the Company Service from other locations do at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, email, or privacy. You also agree and understand that your data may be transferred to other jurisdictions for processing.
  2. You may not use the Company Service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Company Service.  You may not attempt to gain unauthorized access to the Company Service, or any part of it, other accounts, computer systems or networks connected to the Company Service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Company Service or any activities conducted on the Company Service.  You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Company Service.  You may not modify the Company Service in any manner or form, nor use modified versions of the Company Service.
  3. The Company Service may contain robot exclusion files.  You agree that you will not use any robot, spider, scraper, or other automated means to access the Company Service for any purpose without our express written permission, or bypass our robot exclusion files or other measures we may use to prevent or restrict access to the Company Service.

9. Feedback. 

You may provide Company with information and feedback regarding the features and performance of the Company Service, and information regarding any and all failures, errors, or other malfunctions in the Service along with any associated error messages (the “Feedback”).  You hereby grant Company a perpetual, irrevocable, worldwide, royalty-free, fully paid, unrestricted right and license to use any and all such Feedback, information, and materials for any purpose.

10. Ownership; Proprietary Rights. 

The Company Service is owned and operated by Company, Inc.  The visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, Company name and logos and all other elements of the Apps and other aspects of the Company Service provided by Company (“Materials”) are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws.  Except for your User Submissions, all Materials, including all intellectual property rights therein, belong to Company or its affiliates and/or third party licensors.  All trademarks, service marks, and trade names are proprietary to Company or its affiliates, except that trademarks, service marks and trade names relating to Third Party Materials (as defined below) are property of their respective owners.  Except as expressly authorized by Company, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.

11. Third Party Sites, Products and Services; Links.

The Company Service may include links or content relating to third party web sites, products or services, solely as a convenience to users (“Third Party Materials”).  Company does not endorse any such Third Party Materials or the information, material, products or services referenced in the Third Party Materials.  Furthermore, Company makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Third Party Materials.  YOUR USE OF THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES REFERENCED IN THE THIRD PARTY MATERIALS IS SOLELY AT YOUR OWN RISK.

Your correspondence or business or other dealings with advertisers or other third party service providers encountered on or through the Company Service is solely between you and such third party.  YOU AGREE THAT COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE COMPANY SERVICE.

12. Notice. 

Except as explicitly stated otherwise, legal notices will be served on Company at Pixie Technology, Inc., 172 Main Street, #172, Los Altos, CA 94022.  Legal notices will be served on you at either the email or physical address you provide to Company during the registration process.  Notice by email will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid.  Notice given by either party by mail will be deemed given three days after the date of mailing.

13. Termination.

  1. By Company.  You agree that Company, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Company or use of the Company Service and remove and discard all or any part of your account or any content uploaded by you, at any time.  Company may also in its sole discretion and at any time discontinue providing access to the Company Service, or any part thereof, with or without notice.  You agree that any termination of your access to the Company Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Company will not be liable to you or any third party for any such termination.  Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Company Service may be referred to appropriate law enforcement authorities.  These remedies are in addition to any other remedies Company may have at law or in equity.
  2. By You.  You may terminate your account, this Agreement and your right to use the Company Service at any time and for any reason or no reason, by contacting Company customer support at support@getpixie.com, and immediately discontinuing all use of the Company Service, including any and all mobile applications, embedded widgets, plugins, or other software components.
  3. Fees.  Upon any termination of your account, you will remain obligated to pay all outstanding fees and charges relating to your use of the Company Service before termination.  Termination does not give rise to any right of refund.
  4. Survival. Sections 3, 7, and 9 through 18 will survive any termination of these Terms.

14. Disclaimers; No Warranties. 

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY AND ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  COMPANY DOES NOT WARRANT THE DATA, CONTENT, ANALYTICS, FEATURES, OR INFORMATION PROVIDED THROUGH THE COMPANY SERVICE, INCLUDING WITHOUT LIMITATION USER SUBMISSIONS OR OTHER DATA PROVIDED BY OTHER USERS, TO BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS.  YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THE COMPANY SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.  YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

15. Limitation of Liability and Damages. 

UNDER NO CIRCUMSTANCES WILL COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THE COMPANY SERVICE, EVEN IF COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT WILL COMPANY’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD PARTY PARTNERS’ OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE COMPANY SERVICE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE COMPANY SERVICE DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM.

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

16. Indemnification.

You (and your Subscribing Organization, if applicable) agree to indemnify, defend, and hold Company, its affiliates, contractors, employees, agents and its affiliates, suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Company Service, your violation of these Terms or any law or regulation, or any breach of the representations, warranties, and covenants made by you in these Terms.  Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Company, and you agree to cooperate with our defense of these claims.  Company will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

17. Digital Millennium Copyright Act Compliance. 

Company respects the intellectual property rights of others and does not permit copyright infringing activities on the Company Service.  If you are a copyright owner or an agent thereof, and you believe that any content hosted on the Company Service infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Company Service are covered by a single notification, a representative list of such works at the Company Service;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;

(iv) Information reasonably sufficient to permit Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;

(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The Company Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Copyright Agent at Pixie Technology, Inc., 172 Main Street, #172, Los Altos, CA 94022, or by email at support@getpixie.com.  For clarity, only DMCA notices should go to the Company Designated Copyright Agent.  Any other feedback, comments, requests for technical support or other communications should be directed to Company customer service through support@getpixie.com.  You acknowledge that if you fail to comply with all of these requirements, your DMCA notice may not be valid.

18. Miscellaneous

These Terms shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions.  You agree that any claim or dispute you may have against Company must be resolved by a court located in the Central District of California, unless agreed in writing otherwise by the parties.  If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be reformed to the minimum extent necessary to make it valid and enforceable, or, if not capable of reformation, will be deemed severable from these Terms, and will not affect the validity and enforceability of any remaining provisions.  The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, including by operation of law or otherwise, but may be assigned by Company without restriction.  The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.  These Terms (including the Privacy Policy, and any and all Guidelines) is the entire agreement between you and Company relating to the subject matter herein.  If you and Company have entered into a separate written agreement regarding your use of the Company Service, any provision of these Terms that is inconsistent with such written agreement shall be superseded and governed by the applicable provision of such written agreement.  Failure by Company at any time to require performance of any provision of these Terms will in no manner affect our right to enforce the same at a later time.

The services hereunder are offered by Pixie Technology, Inc., located at 172 Main Street, #172, Los Altos, CA 94022; Company may be contacted by email at support@getpixie.com.  If you are a California resident, you may have this same information emailed to you by sending a letter to the foregoing address with your email address and a request for this information.