Terms and Conditions

Please read these terms and conditions (these “Terms and Conditions”) carefully before accessing or using the Website, Services or Products (collectively, the “Empire Pixel Services”). Empire Pixel and any of its Affiliates (“Empire Pixel”, “we”, “us” and “our”) provides you with access to, and use of, each of the Empire Pixel Services subject to and conditional on your acceptance of these Terms and Conditions (the term “use” when used here in respect of each of the Empire Pixel Services will mean access or use, and “using” will have a corresponding meaning). By using an Empire Pixel Service, you agree to be bound by these Terms and Conditions and our Privacy Policy, which may be accessed online (the “Privacy Policy”) without limitation or qualification. If you do not agree to be bound by these Terms and Conditions and our Privacy Policy, or are not capable of agreeing to these Terms and Conditions and our Privacy Policy, then you must not use any of the Empire Pixel Services. These Terms and Conditions form a legal agreement between: (a) Empire Pixel and you individually if you are agreeing to these Terms and Conditions in your own capacity; and (b) Empire Pixel and the entity on whose benefit you act if you are authorized to use the Empire Pixel Service on behalf of such entity.

By indicating your acceptance by clicking on the appropriate button below, or by using any of the Empire Pixel services or the content, you warrant that: (a) you have reached the age of majority in your jurisdiction of residence; (b) you possess the legal authority to create a binding legal obligation on your own behalf or on behalf of the entity that is receiving the benefit of the Empire Pixel service , as applicable; and (c) you, or the entity on whose behalf you are acting, as applicable, agree to be bound by these conditions of use. If, at any time you or the entity on whose behalf you are acting, as applicable, do not accept and agree to be bound by these terms and conditions and our privacy policy, then your sole recourse and the sole recourse of the entity on whose behalf you are acting, is to stop using the Empire Pixel services immediately. If you have any questions or concerns about these terms and conditions., please contact Empire Pixel

1. Eligibility

The Empire Pixel Services are available only to individuals who are at least 18 years of age and have otherwise achieved the age of majority in the applicable jurisdiction so as to be able to legally agree to these Terms and Conditions. You represent and warrant to Empire Pixel that all registration and other information you submit or provide to Empire Pixel, including via the Website or any Service or any other means, is accurate and truthful, and that you have the rights to provide such information to us. You agree that Empire Pixel may, in its sole discretion, refuse to offer any Empire Pixel Service to any person or entity at any time for any reason whatsoever. This provision is void where prohibited by law and the right to use the Empire Pixel Services is revoked in such jurisdictions.

2. Privacy

At Empire Pixel, we are committed to protecting your privacy. For more information about how we collect, use and protect your personal information, please review our Privacy Policy.

3. Territory

The Empire Pixel Services are intended for use globally and have no restriction for use in any Territory (the “Territory”). Empire Pixel may change the Territories at any time by updating these Terms and Conditions and posting the updated version of these Terms and Conditions on the internet site, which posting will be deemed to be notice of such change.

4. License

The Empire Pixel Service that has been provided or made available to you directly or indirectly by Empire Pixel is licensed and not sold to you. Unless otherwise stated in this Section 4 and subject to your compliance at all times with all applicable laws and these Terms and Conditions, we hereby grant you a limited, personal, revocable, non-exclusive, non-transferable and non-sub licensable license (the “License”) to use the Empire Pixel Service solely for and in accordance with the purposes applicable to such Empire Pixel Service that are set out in the Documentation applicable to such Empire PixelService or as otherwise instructed or directed by us.

In the case of the Website, the License granted to you is limited solely to purposes of becoming informed about Empire Pixel and the services we offer, and to submit inquiries to us. Unless otherwise agreed in writing, the Website may be used only through our generally available interfaces.

In the case of any mobile application or web service provided by Empire Pixel, the License granted to you is limited solely to the purposes of using the mobile application or web service to request and receive any information or data provided by Empire Pixel.  

You agree that we may revoke the License at any time with or without any reason, and the License will be automatically with immediate effect upon any breach by you of any term or condition of these Terms and Conditions.

5. Restrictions and Obligations Applicable to Your Use of the Empire Pixel Services

You agree that you are responsible for all of your activities and the activities of those on whose behalf you have agreed to these Terms and Conditions, while using any Empire Pixel Service.

1. Restrictions and Obligations Applicable to Your Use of the Empire Pixel Services

You will not, and will not permit any third party to: (i) modify, copy, reproduce, publish, share, post, transmit, display or distribute any Empire Pixel Service or Content, in whole or in part, or any data or information that is derived from any Empire Pixel Service or Content, in whole or in part; (ii) sell, rent, lease, license, sublicense, transfer or attempt to sell, rent, lease, license, sublicense or transfer, any Empire Pixel Service or Content, in whole or in part, or any data or information derived from any Empire Pixel Service, in whole in part, to any person or entity, or otherwise exploit any Empire Pixel Service or Content for any commercial purposes without the express prior written consent of Empire Pixel; (iii) impersonate any person or entity, including any employee or representative of Empire Pixel or any third party; (iv) remove or destroy any copyright notices or other proprietary markings contained in the Empire Pixel Service or Content; (v) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that we endorse you, your internet site, your business or any statement you make, or present false information about us or any Empire Pixel Service; or (vi) use any Empire Pixel Service to copy, harvest otherwise collect or store Content, in whole or in part.

You will ensure that the Empire Pixel Services are at all times secure from unauthorized access, and you will, at all times, use the Empire Pixel Services in compliance with all applicable laws, industry standards and guidelines.

II . Restrictions and Obligations Applicable to Your Use of the Services, Website and Software

In addition to the restrictions and obligations applicable to your use of the Empire Pixel Services described in Section 5(1) above, you will not, and will not permit any third party to: (i) take any action or upload, post, submit, transmit or otherwise distribute or facilitate the distribution of (or any links to), to or via the Services, Website or mobile app, any data, information or content that: (A) infringes any Intellectual Property Rights or other right of any other person or entity; (B) violates any law or contractual duty; (C) you know is false, misleading, untruthful or inaccurate; (D) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or otherwise inappropriate, in each case as determined by Empire Pixel in its sole discretion; (E) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (spamming); (F) involves commercial activities and/or sales without Empire Pixel’s prior written consent; or (G) is or contains computer viruses, worms, malicious code or any software intended or designed to damage, alter, limit or interfere with the proper functioning of, a computer, mobile device, telecommunications equipment or other hardware or data, or obtain unauthorized access to any system, data, password or other information of Empire Pixel or any third party; (ii) disrupt, disable, overly burden, impair or otherwise interfere with the operation of the Services, Website or the Software or the servers or networks connected to the Services, Website or the Software, or violate the regulations, policies or procedures of such servers and networks; (iii) interfere or attempt to interfere with the functioning of any Services, Website or Software; (iv) bypass any measures in or part of the Service, Website or Software, or otherwise intended by Empire Pixel to prevent or restrict use of the Services, Website or Software or accounts, computer systems or networks that connect to the Services, Website or Software; (v) operate any form of auto-responder or spam bot on or via the Services, Website or Software; (vi) permit anyone from another Roof Top or elsewhere to use your login credentials for the Services or use the Services using your login credentials; (vii) modify, translate, adapt, merge or make derivative works of any part of the Services, Website or Software; (viii) disassemble, decompile or reverse engineer the Software, in whole or in part; (ix) frame or utilize framing techniques to enclose any Content on the Website; (x) create a hyperlink to the Website without our prior written consent; (xi) use the Website by any automated means, including scripts, bots and spiders; or (xii) collect, index or attempt to collect or index any Content or aspect of the Website, including by way of any “screen scraping”, “database scraping” or any other activity intended to collect, store, re-organize, summarize or manipulate any Content (whether via an automatic program or a manual process).

At all times, you will use the Services, Website and Software in compliance with all applicable laws, instructions from Empire Pixel and these Terms and Conditions You are responsible for the security of your login credentials to use the Services. We may suspend or terminate your login credentials at any time for any reason in our sole discretion with or without notice to you.

III. Restrictions Applicable to Your Use of Products

In addition to the restrictions and obligations applicable to your use of the Empire Pixel Services, including the Website and Software described in Sections 5(1) and 5(2) above, you will not, and will not permit any third party to: (i) modify or adapt any Products, in whole or in part, or incorporate Products, in whole or in part, into anything to be used by another person or entity; (ii) ascertain or derive or determine, or attempt to ascertain, derive or determine, algorithms or methodologies related to the creation or development of any Product, in whole or in part; or (iii) export, import or transfer the Software from, or use the Software in, any country except the country in which the Software was provided or made available to you.

6. Proprietary Rights

You hereby acknowledge and agree that Empire Pixel expressly reserves and owns all rights, including Intellectual Property Rights, and title to, and interest in, the Empire Pixel Services, Content and all other materials provided or made accessible by Empire Pixel hereunder not expressly granted to you. All rights, including Intellectual Property Rights, and title to and interest in, the Empire Pixel Services, Content and all other materials provided or made accessible by Empire Pixel hereunder, and all updates, adaptations, translations, customizations, enhancements or derivative works thereof, will remain with Empire Pixel. You acquire absolutely no rights or licenses to any Empire Pixel Service or Content other than the limited right to use the Empire Pixel Service that has been provided or made available to you directly or indirectly by Empire Pixel, in accordance with these Terms and Conditions. The Empire Pixel Service is licensed and not sold to you. Logos, trademarks and product and company names mentioned on the Website may be the logos and trademarks of their respective owners.

7. Communications and Feedback

Empire Pixel does not guarantee the confidentiality of any communications made by you to Empire Pixel or any other information transmitted by you to Empire Pixel, including communications made by email or information transmitted through or in your use of any Empire Pixel Service. We may retain a copy of any such communications for the purpose of and to the extent necessary for us to comply with applicable legal, regulatory and reasonably internal backup or archival purposes and requirements.

By submitting ideas, suggestions, documents, proposals, material, content, graphics, illustrations, photographs, audio, sounds, music, video, messages, communications, artwork, data, information and/or images (collectively, “Feedback”) to Empire Pixel, including via the Website or a Service, you acknowledge and agree that: (a) your Feedback does not contain confidential or proprietary information; (b) Empire Pixel is not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) you grant Empire Pixel and its affiliates a perpetual, irrevocable, worldwide, royalty-free, fully-paid up, unlimited, sublicensable and non-exclusive licence and right to receive, use, disclose, reproduce, adapt, merge or aggregate with other information or data, modify, translate, publish, publicly perform, make available, publicly display, store, handle, reproduce, display, sell, transfer, transmit and otherwise use such Feedback for any purpose, in any manner, in any media and format; (d) Empire Pixel may have something similar to the Feedback already under consideration or in development; (e) you irrevocably waive your moral rights in and to such Feedback and assign to Empire Pixel all rights in and to your Feedback in perpetuity; (f) you are not entitled to any compensation or reimbursement of any kind from Empire Pixel under any circumstances; and (g) you represent and warrant to Empire Pixel, and can demonstrate to Empire Pixel’s full satisfaction upon request that you have the rights to grant Empire Pixel the licence described in Section 8(c) above. You specifically and expressly consent to Empire Pixel providing you with various communications, newsletters, correspondence, alerts, bulletins and other documentation by email, text message or other forms of electronic communication and You hereby confirm that all such communication is accepted and in compliance with: “An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act” S.C. 2010, c. 23 (“CASL”).

8. Third Party Content and Services

An Empire Pixel Service may permit you to link to or otherwise use the websites or services of third parties (collectively, the “Third Party Websites”). Third Party Websites are not controlled by us. The ability to use Third Party Websites is provided to you for convenience only, and does not imply that we endorse such Third Party Websites. You acknowledge and agree that we are not responsible or liable for such Third Party Websites or any content therein, including, for greater certainty, the accuracy, legality, appropriateness or any other aspect of Third Party Websites. When you use Third Party Websites, you do so at your own risk and under your own discretion, and you acknowledge that the applicable third party’s terms and policies apply, including such third party’s terms and conditions. We are not responsible for your use of any Third Party Websites, and these Terms and Conditions do not grant you any right with respect to Third Party Websites. You further acknowledge and agree that Empire Pixel and its affiliates will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services provided or made available on or through Third Party Websites.

9. Telecommunications Services

Empire Pixel has no responsibility for providing you with connectivity to the Internet, wireless access, or any other telecommunications services necessary for you to receive or interact with the Website or Services.

10. Fees

You agree to pay all amounts (collectively, the “Fees”), if any, invoiced to you by Empire Pixel  for the use of a Product, Service or Software, which amounts may be invoiced on a per transaction basis or a subscription basis, and in arrears or in advance. You will pay all Fees as stated in the receipt of an invoice for such Fees or as otherwise agreed to in writing by Empire Pixel before any access to Empire Pixel Services. 

11. Confidentiality

In the course of your use of the Empire Pixel Services  or any part thereof, you may be provided with or have access to certain confidential information of Empire Pixel or its affiliates, suppliers and licensors. Such confidential information is any information about or related to our Empire Pixel Services or our business that is not publicly available when you receive it and which we treat as being confidential, whether marked as confidential or not, including market information and analyses, forecasts, trend analysis information, vehicle pricing trend analyses, vehicle sales trend analyses, and other information and analyses derived from or provided through the Website and Services (collectively, “Confidential Information”). You will take any and all steps and precautions that may be reasonably required to maintain the confidentiality of the Confidential Information, and you will not use or disclose or provide access to, or transfer or otherwise make available any Confidential Information to any third party except as expressly permitted under this Section 12. You may disclose Confidential Information only to those employees who have a genuine need to know such Confidential Information in order for you to comply with these Terms and Conditions, provided you first ensure that such employees are bound by written confidentiality agreements containing terms equivalent to those contained in this Section 11. Your confidentiality obligations will survive any termination of these Terms and Conditions or the License.

You acknowledge that your breach or threatened breach of your confidentiality obligations hereunder will cause Empire Pixel irreparable damage or injury, the exact amount of which cannot be ascertained, and that, for such reason, in addition to any other remedies available to us, we are entitled to proceed immediately to court in order to obtain interim, interlocutory, and final injunctive relief restraining you from breaching, and requiring you to comply with, your obligations under this Section 12, without the need to prove irreparable damage or injury, or post any security. You further acknowledge and agree that the Empire Pixel Services and Content were developed at considerable time and expense by Empire Pixel and is confidential to and contains trade-secrets of Empire Pixel or its licensors.

12. Termination and Suspension

If you breach any of the provisions of these Terms and Conditions, Empire Pixel may terminate these Terms and Conditions, including revoking your License to the Empire Pixel Services and/or suspending your use of one or more Empire Pixel Services. Empire Pixel will not have any liability to you arising from, in connection with or related to the termination of these Terms and Conditions or the suspension of your use of one or more Empire Pixel Services in accordance with this Section 12. Empire Pixel may also temporarily suspend the Services, in whole or in part, where required by law, in the case of security violations or threats, for service maintenance or repair, or for any other reasons deemed necessary or desirable by Empire Pixel. Upon the termination of these Terms and Conditions, you will cease all use of the Empire Pixel Services and, if possible, permanently delete all copies of any Products or Content in your possession or control.

13. Disclaimers

The Empire Pixel services and the content are being provided on an “As is” and “As available” basis and without warranties of any kind, either express or implied. Empire Pixel disclaims all warranties, express or implied, including implied warranties and conditions of merchantability, merchantable quality, fitness for a particular purpose, non-infringement and accuracy of the content. Empire Pixel does not warrant that the installation of the software or the use of any Empire Pixel service will be uninterrupted, error-free or free of viruses or other harmful components. Empire Pixel may correct, modify, amend, enhance, improve and make any other changes to any Empire Pixel service or the content at any time, or discontinue providing any Empire Pixel service or displaying any content at any time with or without notice.

Without limiting any of the foregoing, you hereby acknowledge and agree that: (a) Empire Pixel has no obligation to store any feedback that you provide, including via any Empire Pixel service; (b) the uniform computer information transactions act (“Ucita”) as enacted in any state and the united nations convention on contracts for the international sale of goods are hereby excluded in their entirety from application to these terms and conditions; (c) the software and services are not suitable for use in mission critical applications or in hazardous environments requiring fail-safe controls; (d) any claim arising from, in connection with or related to these terms and conditions, any Empire Pixel service or the content must be brought within 30 days following the date that the cause of action underlying such claim first arose. These terms and conditions apply to you and your successors, and also Empire Pixel and its successors and assigns; and (e) Empire Pixel is not responsible for the actions, content, information, or data of third parties, and you release Empire Pixel, its directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against any such third parties.

In no event will Empire Pixel be liable for any indirect, incidental, special, or consequential damages that result or arise from, are related to or are in connection with the use of, or the inability to use, any Empire Pixel service or any third party websites, including any products or content, even if Empire Pixel has been advised of the possibility of such damages.

You expressly hold Empire Pixel harmless from any and all claims, losses, liability, damages, injuries and expenses (including personal injury claims) arising out of or relating to your use of any offering or the content, third party websites, and any alleged or actual violation by you of these conditions of use.

Except as expressly provided in these terms and conditions and, to the maximum extent permitted by applicable law in your jurisdiction, Empire Pixel will have no other obligation, duty, or liability whatsoever in contract, tort, or otherwise to you, including any liability for negligence or strict liability. The limitations, exclusions, and disclaimers in these terms and conditions will apply: (I) irrespective of the nature of the cause of action, demand, or action by you, including breach of contract, negligence, tort, strict liability or any other legal theory and will survive a fundamental breach, breach of a fundamental term or breaches or the failure of the essential purpose of these terms and conditions or of any remedy contained herein; and (ii) to Empire Pixel and its affiliates, their successors, assigns, agents, suppliers, and their respective directors, employees and independent contractors.

You acknowledge and agree that the disclaimers, exclusions and limitations set forth in these terms and conditions constitute an essential element of these terms and conditions and that in the absence of such disclaimers, exclusions and limitations, the fees and other terms in these terms and conditions would be substantially different. In addition to the limitations and exclusions set out above, in no event will any directors, officers, employees, agents, successors or assigns of Empire Pixel, or any distributors, suppliers, independent contractors, customers, partners or organizations that work with Empire Pixel in connection with the Empire Pixel services or their respective directors, officers, employees, agents, successors or assigns, or any affiliates of Empire Pixel have any liability arising from or related to these terms and conditions, the content or any Empire Pixel service.

14. Limitation of Liability

In no event will the aggregate liability of Empire Pixel based upon, arising from, in connection with or related to these Terms and Conditions, the Content or the Empire Pixel Services exceed the Fees, if any, paid by you for that Empire Pixel Service that gave rise to the claim, in the month in which the cause of action underlying such claim first arose.

15. Defense and Indemnity

You will defend, indemnify, and hold harmless Empire Pixel, its affiliates and each of their respective directors, officers, employees, contractors, suppliers, licensors, representatives and agents from all liabilities, claims, and expenses, including reasonable legal fees, that arise from, are based upon or in connection with, or relate to your use of any one or more Empire Pixel Services or anyone using your login credentials to one or more Empire Pixel Services, or any violation or alleged violation by your or anyone using your login credentials of these Terms and Conditions.