Terms of service and license agreement

Terms of Service and License Agreement (the TOS)

The following Terms of Service and License Agreement (collectively the TOS) is a legal agreement between you; or the other entity on whose behalf you are entering into this agreement (you) and Shortcuts Software Australia Pty Ltd (ACN 082 814 800) (Shortcuts).  This TOS sets forth the rights and obligations with respect to any Visual Content accessed, downloaded or licensed by you in relation to the Pixsalon.com website, the Pixsalon software, and Pixsalon apps (collectively the Site).

By clicking on the “I accept” button (or other button or mechanism designed to acknowledge agreement to the TOS), or by downloading Visual Content from the Site, you agree to be and are bound by the TOS and any modified or additional terms that Shortcuts may publish from time to time. If you do not agree to all of the terms and conditions contained in the TOS, do not access, use or download Visual Content from this Site.

Definitions

Footage                any moving images, animations, films, videos or other audio/visual representations, video elements, visual effects elements, templates, graphics packs, and motion design projects excluding still images, recorded in any format.

Image(s)               all types of visual content, including without limitation still photography and may include audio elements, whether generated optically, electronically, digitally or by any other means, and shall include all metadata, keywords, descriptions and captions associated therewith.

Visual Content     Images, Footage, music, video and Written Captions (in whole or in part).

Social Media        includes all means of communicating or posting information or content of any sort on the Internet, including to your own or someone else’s web log or blog, journal or diary, personal web site, social networking or affinity web site, web bulletin board or a chat room, whether or not associated or affiliated with the company.

Written Captions  means short paragraphs of words or text that can be used on Social Media.

Free Content        means one or more Visual Content downloads (if attributed as free on the Site), or other downloadable resources such as educational documents or white papers that are made available to you for use by Shortcuts free of charge, and in accordance with the terms of this TOS.

What You Can Do With Visual Content

1. Shortcuts grants you a non-exclusive, non-transferable, worldwide right to use, modify (except as the TOS prohibits) and reproduce the Visual Content that you download pursuant to a Subscription or On-Demand Purchase subject to the following conditions:
   1. You can use Images:
      1. As a digital reproduction, including on websites, in online advertising, in Social Media, in mobile advertising, mobile applications (Apps), software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media (including on video-sharing services such as YouTube, Dailymotion, Vimeo, etc., subject to the budget limitations set forth below);
      2. printed in physical form as part of product packaging and labelling, letterhead and business cards, point of sale advertising, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books provided no Image is reproduced more than 100,000 times in the aggregate unless Shortcuts has expressly consented; and
      3. incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised, without regard to audience size, unless Shortcuts has expressly consented, provided the budget for any such production does not exceed USD $10,000.
   2. You can use Footage, video or music on Social Media, Apps or your website (provided the audience for such production does not exceed 10,000;

• You can use, copy or edit Written Caption(s) and include them on Social Media or as otherwise permitted by Shortcuts in writing.

1. You can contact Shortcuts if wish to distribute Visual Content in excess of the above limitations and we will discuss a professional license.

2. Non-transferable means that except as specifically provided in this TOS, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, Visual Content or the right to use Visual Content.
3. If you become aware that any Social Media uses any Visual Content in a manner that exceeds your license, you agree to remove all derivative works incorporating Visual Content from such Social Media site, and to promptly notify Shortcuts of each such Social Media use. You agree to take use best commercial endeavours to prevent third parties (including but not limited to your subsidiaries, affiliates, licensors, employees, agents, third party information providers) from copying, duplicating, modifying or using any Visual Content otherwise than in accordance with these TOS.

What You Cannot do with Visual Content

1. As a material condition of the license of Visual Content you will not and you will not allow any of your employees, sub-contractors, agents or other third parties use Visual Content:
   1. other than as expressly provided by the Subscription Plan or On-Demand Purchase.
   2. to portray any person in a way that a reasonable person would find offensive, including but not limited to depicting a person:
      1. in connection with pornography, adult videos, adult entertainment venues, escort services, dating services, or the like;
      2. in connection with the advertisement or promotion of tobacco products;
      3. in a political context, such as the promotion, advertisement or endorsement of any party, candidate, or elected official, or in connection with any political policy or viewpoint;
      4. as suffering from, or medicating for, a physical or mental ailment; or
      5. engaging in immoral or criminal activities.

• in a pornographic, defamatory, or deceptive context, or in a manner that could be considered libellous, obscene, or illegal;

1. in a manner that infringes upon any third party’s trademark or other intellectual property, or would give rise to a claim of deceptive advertising or unfair competition;
2. as a trademark, service mark, logo, or other indication of origin, or as part thereof;
3. to falsely represent, expressly or by way of reasonable implication, that the Visual Content was created by you or a person other than the copyright holder(s) of that Visual Content; or

• in a multi-media production distributed via broadcast, cable network, OTT video service (e.g. Netflix, Hulu, Amazon), or in related promotional materials.

2. You also will not resell, redistribute, provide access to, share or transfer any Visual Content except as specifically provided herein. For example and not by way of limitation, the foregoing prohibits displaying Visual Content as, or as part of, a “gallery” of content through which third parties may search and select from such content.
3. You will not derive “stills” from Footage (including where such stills are reduced to print for the purpose of a publication cover, jacket, or other packaging related to the underlying use) except solely in connection with the in-context marketing, promotion, and advertising of your derivative works incorporating Footage.

Please Give us The Credit

1. If you use Images and Footage in connection with news reporting, commentary, publishing, or any other context, you will include an adjacent credit to Shortcuts.
2. If and where commercially reasonable,when you use Images on merchandise or Images or Footage in an audio-visual production (in a reel, collage or video montage) you will also include a credit to Shortcuts in substantially the following form:

“Image(s) or Footage (as applicable), used under license from Shortcuts™“

3. Credit attributions are not required in connection with any other use of Footage or Images unless you’re also crediting another stock content provided, then we expect that you also credit Shortcuts.
4. In all cases the credit and attribution will be of such size, colour and prominence so as to be clearly and easily readable by the unaided eye.

Free Content

Shortcuts grants you a limited, non-exclusive, free of charge, non-transferable, worldwide right to use, the Free Content for the purpose of adding to Social Media. You cannot re-use or reproduce the Free Content for any other purpose unless Shortcuts agrees in writing. 

Subscription Plans & On-Demand Purchases

There are three different ways to access Visual Content that allow for different amounts of downloads.  Each method is billed as follows:

Shortcuts uses a third party secured payment gateway and does not store any credit card details.

You acknowledge and agree:

1. all fees are paid via a nominated credit card and subscriptions will be billed at the nominated interval;
2. any unused subscription downloads are not redeemable after the relevant subscription period;
3. all fees are exclusive of value added tax (GST) and this will be added as part of the transaction;
4. all amounts on the Site are USD and are subject to change at Shortcuts discretion; and
5. the fees are subject to change at any time by posting them on the Site or otherwise upon notice to you.

Order Confirmation and Payment Details.

1. By registering your details on the Site, you are agreeing to subscribe to a Monthly Subscription Service, a Yearly Subscription Service, or an On Demand Purchase. The Subscription Plan commences at the time you register, regardless of whether there is a no cost period or not.
2. Except when required by law, Shortcuts shall be under no obligation to issue refunds under any circumstances even if the Subscription Services are terminated before its expiration. You authorise Shortcuts to charge you all Subscription Fees for the duration of the term agreed to at the time of purchase. In the event that Shortcuts determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment method originally used by you to make your purchase.
3. Following the expiration of your Subscription Plan, the same plan will automatically renew on the same terms as your original plan purchase. You can disable automatic renewal at any time prior to renewal using your account settings. You expressly grant Shortcuts the right to charge you for each automatic renewal unless you have disabled automatic renewal prior to the next renewal date.
4. The number of Visual Content downloads available to you is determined by the product you purchase. For the purposes of this TOS, a day is defined as the twenty-four (24) hour period beginning at the time your product is purchased. A month is defined as a calendar month beginning on and including the date that you purchase your product and ending on that date which is the earlier of (i) the same date as your purchase in the following month or (ii) the last day of the following month. By way of example, if you purchase a monthly subscription on March 5, it will renew on April 5. If you purchase a monthly subscription on August 31, your subscription will renew on September 30.
5. If Shortcuts is required to collect indirect and/or transactional taxes (such as sales tax, value-added tax, goods and services tax, et al) under the laws of your state or country of residence, you shall be liable for payment of any such indirect tax. Where Shortcuts or you are required to collect or remit direct or indirect taxes, you may be required to self-assess said tax under the applicable laws of your country of residence.

Disclaimers & Indemnity

1. You expressly understand and agreed that the TOS is entered into solely for the mutual benefit of the parties and that no benefits, rights, duties, or obligations are intended by this TOS to benefit third parties.
2. In the event that you breach any of the terms of this or any other agreement with Shortcuts, Shortcuts have the right to terminate your account without further notice, in addition to Shortcuts other rights at law and/or equity. Shortcuts will be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
3. Shortcuts disclaims all liability and does not indemnify or have any liability whatsoever in respect of any direct or indirect loss, damage or penalty related to any claims arising from your use of the Visual Content.
4. Shortcuts expressly disclaims all warranties of any kind, whether express or implied, to each and any service available from the Site, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law.
5. While Shortcuts makes commercially reasonable efforts to ensure the accuracy of keywords and descriptions, Shortcuts makes no warranties and/or representations regarding any: keyword, titles or descriptions; or the audio in Footage.
6. All Visual Content is provided “as is” without warranty of any kind, either express or implied, including, but not limited to the implied warranties of non-infringement, merchantability, or fitness for a particular purpose. Some Visual Content may contain elements that require additional clearance if the Visual Content is modified or used in a particular context. If you make such modification or use Visual Content in such context, you are solely responsible for obtaining any additional clearances thereby required.
7. You agree to defend, indemnify and hold harmless Shortcuts, its subsidiaries, affiliates, licensors, employees, agents, third party information providers, and independent contractors against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) arising out of or related to your conduct, your use or inability to use Site or the Visual Content, your breach or alleged breach of the TOS or of any representation or warranty in this Agreement, your unauthorised use of the Visual Content, or your violation of any rights of another.
8. To the fullest extent permissible by applicable law, in no event will Shortcuts be liable to you for any personal injury, property damage, lost profits, cost of substitute goods or services, loss of data, loss of goodwill, work stoppage, computer failure or malfunction or any other form of direct or indirect, special, incidental, consequential or punitive damages from any causes of action arising out of or related to these the TOS, the Site or Site material, whether arising in tort (including negligence), contract, strict liability or otherwise, whether or not shortcuts has been advised of the possibility of such damage otherwise, shortcuts’ liability will be limited to aud$100 in aggregate.

Additional Terms

1. You will remove the Visual Content from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Visual Content at your own expense (Content Removal):
   • upon notice from Shortcuts;
   • if you learn that any Visual Content is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Shortcuts may be liable; or
   • if Shortcuts seeks to remove any Visual Content due to perceived business risk as determined in Shortcuts absolute discretion.

Shortcuts will provide you with comparable Visual Content (which comparability will be determined by Shortcuts at its absolute discretion) free of charge, but subject to the terms and conditions of this TOS.

2. If you use any Visual Content as part of work product created for or delivered to a client or customer, you will disclose the identities of such clients or customers to Shortcuts, upon Shortcuts request.
3. Shortcuts (or third parties acting on its behalf) may collect information related to your use of the Site. Shortcuts’ collection and use of all such information will at all times conform to this Terms of Use, the Shortcuts Privacy Policy, and applicable law.
4. You may not assign this agreement, without the prior written approval of Shortcuts. Shortcuts may assign this agreement to a subsidiary, an affiliated company within the Shortcuts group or any other party without your consent.
5. Shortcuts may change the terms of this agreement without your consent at any time provided such revision to terms does not place more onerous terms upon you. If there is a change to a term that is more onerous (in Shortcuts absolute discretion) you may choose not to renew your Subscription Service.
6. If you are entering into this TOS on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you may be held to be personally liable to Shortcuts for any breaches of the terms of this TOS.
7. You hereby grant Shortcuts a worldwide, non-exclusive, limited license to use your trademarks in Shortcuts’ promotional materials, including a public customer list. Shortcuts’ use of your trademarks shall at all times conform to your then-current trademark use policies as made available to Shortcuts and shall at all times inure to your benefit. Shortcuts further agrees that it will use commercially reasonable efforts to terminate any particular use of your trademark no later than thirty (30) days from the date of receipt by Shortcuts of notice from you.
8. If any individual term of this TOS is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of this TOS, so that this TOS shall otherwise remain in full force and effect.
9. These TOS and any dispute or claim (including any non-contractual dispute or claim) that arises out of or in connection with these TOS is governed by and construed in accordance with the laws of Queensland. The parties irrevocably agree that the courts of the State of Queensland and Australia.

As mentioned above, by clicking on the “I accept” button (or other button or mechanism designed to acknowledge agreement to the TOS), or by downloading Visual Content from the Site, you agree to and are bound by the terms and conditions set forth below and in any modified or additional terms that Shortcuts may publish from time to time. If you do not agree to all of the terms and conditions contained in TOS, do not access, use or download Visual Content from this site.