Terms & Conditions

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EMPIRE PIXEL TERMS AND CONDITIONS


Last Updated: 12/10/2022


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’s Service, you agree to be bound by these Terms and Conditions and our Privacy Policy, which may be accessed online at https://empirepixel.com/privacy/ 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 AT https://empirepixel.com/contact-us/


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, which may be accessed online at https://empirepixel.com/privacy/ 


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-sublicensable 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 Pixel Service 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 information or data provided by Empire Pixel.


In the case of the Empire Pixel Affiliate Program, the License granted to you is limited solely for purposes of becoming an Affiliate of Empire Pixel Service and benefitting from the opportunities and other information made available to you as an Affiliate  in the Empire Pixel Affiliate Program.


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.


I. 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) use a Empire Pixel Service or any Content, in whole or in part, to create a product or service that competes with the business or any Empire Pixel Service; (v) remove or destroy any copyright notices or other proprietary markings contained in the Empire Pixel Service or Content; (vi) 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 (vii) 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, 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. Software Updates


The Software may include functionality to automatically check for changes, updates or upgrades to the Software. You hereby agree that Empire Pixel may make such changes, updates or upgrades available to you from time to time. Such changes, updates or upgrades will be subject to the terms of these Terms and Conditions, unless the Software is expressly provided to you pursuant to different or additional written terms and conditions, in which case, those different or additional terms and conditions (which may include the payment of additional fees), will apply.


If you (i) have been a participant, enrollee, subscriber (or similar) in a service or program substantially similar to the Affiliate Program operated by Empire Pixel; and (ii) have consented to continuing your participation in such service or program as part of the Affiliate Program provided by Empire Pixel, you also understand and consent that certain offers and other notifications originating from your participation in such other service may, at the election of Empire Pixel and the relevant Affiliate, be made available to you as part the Affiliate Program.


7. 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.


8. 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 Thailand economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities.


9. Third Party Content and Services


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.


10. 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.


11. 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. 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. 

Any discounted or free trial periods are time limited and may be terminated by Empire Pixel at any time and in its sole discretion, unless otherwise agreed to by Empire Pixel in writing. Empire Pixel may provide a discounted or free trial period to you and at the end of the trial period you will notify Empire Pixel in writing if you do not want to continue receiving the Product or Service. If we do not receive such written notice from you, you will be billed and will pay for the full Fees associated with such Product or Service commencing on the day that the discounted or free trial period ended or terminated, as applicable.


12. 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, 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,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 12. 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.


13. 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 13. 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.


14. 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 TERMS AND CONDITIONS.


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 AN 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.


15. 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.


16. 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.


17. Changes


Empire Pixel reserves the right at any time and from time to time to change these Terms and Conditions and to notify you of such change by posting the updated version of these Terms and Conditions on the Website. You are responsible for regularly reviewing these Terms and Conditions, including by checking the date of “Last Update” at the beginning of these Terms and Conditions. Continued use of any Empire Pixel Service or the Content after any such changes will constitute your consent to be bound by such changes, with continued provision of the use of the Empire Pixel Service or Content, in whole or in part, constituting consideration from Empire Pixel to you for so being bound. Your only right with respect to any dissatisfaction with these Terms and Conditions, any policy or practice of ours in operating, or providing  Empire Pixel Services or the Content, is to stop using Empire Pixel Services and the Content.



18. General Provisions


(a) Assignment.


Empire Pixel may assign this Agreement, in whole or in part, without notice to you or your prior consent. You may not assign this Agreement, in whole or in part, without the prior written consent of Empire Pixel, and any such assignment by you without Empire Pixel’s prior written consent will be of no effect. Empire Pixel may perform all obligations to be performed under this Agreement directly or may have some or all obligations performed by its contractors, subcontractors or affiliates.


(b) Notices.


Except as otherwise provided in these Terms and Conditions all notices or other communications hereunder from you to us will be deemed to have been duly given when made in writing and delivered in person, by courier or deposited in the mail, postage prepaid, registered mail, return receipt requested, and addressed to Empire Pixel at 173/75 Moo 5, Cherngtalay, Thalang, Phuket 3110.


(c) Force Majeure


Notwithstanding any other provision in these Terms and Conditions, we will not be in default or breach of these Terms and Conditions for failure to fulfill our obligations when due to or contributed by causes beyond our reasonable control, including: an act of God such including a fire, flood, earthquake, epidemic, volcanic eruption, adverse weather conditions, storm, hurricane or other natural disaster, a strike, lock-out, labour dispute; war, invasion, act of foreign enemy hostilities (whether war has been declared or not), civil war rebellion revolution insurrection or military or usurped power, terrorism, act of sabotage, civil disturbance, blockade, riot, civil commotion, malicious damage, interruption or failure of electricity, power supply, interruption or failure of the internet or other telecommunication facility, network or means of telecommunication, computer virus, or bug, third party computer infiltration, attack by a hacker, governmental restriction, or any other act or circumstance that materially increases or affects the risk or danger to the health or safety of members of the public.


(d) Entire Agreement


Unless otherwise agreed to in writing by Empire Pixel: (i) these Terms and Conditions constitute the entire agreement between you and Empire Pixel pertaining to the subject matter hereof; (ii) there are no provisions, understandings, communications, representations, warranties, undertakings, collateral agreements or agreements between you and Empire Pixel relating to any Empire Pixel Service or the Content other than as set out in these Terms and Conditions; and (iii) these Terms and Conditions supersede all prior or contemporaneous communications, proposals, undertakings, collateral agreements and agreements, whether electronic, oral or written between you and Empire Pixel with respect to the subject matter hereof, and you acknowledge that you have not relied on any of the foregoing in agreeing to these Terms and Conditions.


(e) No Waiver


Empire Pixel’s failure to insist upon or enforce strict performance of any provision of these Terms and Conditions will not be construed as a waiver of any provisions or right. Any waiver of the terms or conditions herein by Empire Pixel must be in writing and signed by an authorized officer of Empire Pixel expressly referencing the applicable provisions of Terms and Conditions. Waiver of any provision hereof in one instance will not preclude enforcement thereof on future occasions.


(f) Severability


If any provision of these Terms and Conditions is determined to be invalid or unenforceable by any court of competent jurisdiction, then: (i) such provision will be, solely to the extent of such invalidity or unenforceability, as applicable, deemed omitted, and the remaining provisions will continue in full force and effect; and (ii) such determination will not affect the legality, validity or enforceability of the remaining provisions of these Terms and Conditions or the legality, validity or enforceability of such provision in any other jurisdiction.


(g) Third Party Beneficiaries.


Empire Pixel’s affiliates and their respective employees, contractors, directors, suppliers and representatives are third party beneficiaries for the purpose of the limitation of liability provisions and your indemnity obligations contained herein. Except as otherwise specifically stated in this Section 18(g), the provisions herein are for the benefit of you and Empire Pixel, and not for any other person or entity.


(h) Survival.


The following provisions in these Terms and Conditions will survive any termination of these Terms and Conditions or revocation of your License: Section 7 (Proprietary Rights); Section 8 (Communications and Feedback); Section 9 (Third Party Content and Services); Section 10 (Telecommunications Services); Section 11 (Fees); Section 12 (Confidentiality); Section 14 (Disclaimers); Section 15 (Limitation of Liability); Section 16 (Defense and Indemnity); Section 17 (Changes); this Section 18; and all representations and warranties provided by you as described in these Terms and Conditions.


(i) Amendments.


The suppliers, agents, employees, contractors, licensors, distributors, and users of Empire Pixel are not authorized to amend or make any modifications to these Terms and Conditions, or to make any additional representations, commitments, or warranties binding on Empire Pixel, and all such amendments, modifications, representations, commitments and warranties will be of no force or effect. Amendments to or modifications of these Terms and Conditions will be made solely in accordance with Section 17.


(j) Governing Law, Jurisdiction and Venue, and Class Action Waiver.


These Terms and Conditions will be governed by and construed under the laws of the Kingdom of Thailand applicable therein, excluding any body of law governing conflicts of law. Empire Pixel has the right to institute legal or equitable proceedings, including proceedings seeking injunctive relief, in a court of law for claims or disputes regarding: (i) amounts owed by you to Empire Pixel in connection with your use of any Empire Pixel Service or any portion thereof; or (ii) your violation or threatened violation of these Terms and Conditions or any part thereof. You irrevocably waive any objection on the grounds of venue, forum non-conveniens or any similar grounds and irrevocably consent to service of process by mail or in any other manner permitted by applicable law and irrevocably consent and attorn to the jurisdiction of the State or Federal courts located in the country of Thailand, for any claims arising from or related to these Terms and Conditions or any Empire Pixel Service or the Content. You agree that, in the event that there is a dispute under these Terms and Conditions and such dispute is to be resolved in a court of law, such dispute will not be resolved by jury trial, and you hereby: (i) waive all rights to a trial by jury in any matter related to or arising from these Terms and Conditions; and (ii) agree that such dispute will be conducted only on an individual basis and not in a class, representative, consolidated or mass action. If any part of this Section 18(j) is found to be unenforceable, the remainder of this Section 18(j) will still be given full force and effect.


(k) Language.

It is the express wish of the parties that these Terms and Conditions and all related documents be compiled in English.