Pixaera Inc.

These Terms are Legally Binding

Welcome to Pixaera. These Pilot Terms of Use form a legally binding contract between you (“you,” “your” “User”) and Pixaera (“we,” “us”, “our” or “Pixaera”). As part of these Terms, you agree to comply with the most recent version of our Privacy Policy, which is incorporated by reference into these Terms.

Pixaera provides safety training and health training via its virtual reality and software platform (the “Service”). Pixaera is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of Pixaera constitutes your agreement to all such Terms. Please read these terms carefully and keep a copy of them for your reference. For information about our data practices, please see our Privacy Policy, including our Cookie Policy. We can collect and use your information in accordance with those policies.

Any new tools, products, Service, or features added to the Service shall be subject to this Terms of Use. We reserve the right to update and change the Terms of Use by posting updates and changes on the Pixaera Platform at any time. You agree that it is your responsibility to check the Terms from time to time for any updates or changes that may impact you, your purchase, or the Service. If you access or use the Service or continue accessing or using the Service after being notified of a change to the Terms or the Privacy Policy, you confirm that you have read, understand and agree to be bound by the new Terms and Privacy Policy.

Please feel free to contact us at help@pixaera.com for any questions, inquiries or issues.

These Terms were last updated on April 14, 2023.

PILOT TERMS OF USE

1. TRIAL PERIOD AND ACCEPTANCE

1.1. Subject to these Terms of Use, Pixaera shall provide User with certain hardware and software products (the "Products") through the proprietary Pixaera Platform (the "Platform" and together with the Products, the "Service"), for the period of time indicated in the Service Order (the "Trial Period") and for access and use solely within the Territory.

1.2. By using the Services, you agree to be bound by these Terms of Use. If you do not agree to the Terms of Use, then do not use the Platform or Services provided by Pixaera.


2. WARRANTIES

2.1. User Warranties. By accessing or using the Service, User represents, warrants, and covenants that User has the full power and authority to bind such entity to the terms of this Agreement. References to "User" herein shall refer to User, and/or the entity on whose behalf User are using the Service, and all individual users of the Service on behalf of such entity. User acknowledge that the foregoing license to the software does not include any right to (i) redistribute, sell, lease, license, or modify any portion of the Service, or (ii) distribute, deploy, or otherwise utilize the Products or Service on a public, production, commercial, or other similar purpose

2.2. In addition, you warrant and represent, and can demonstrate to our full satisfaction upon request, that:

1. You are either at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and is fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.
2. All information and User Content posted or transmitted through the Service is the sole responsibility of the User from which such content originated. Pixaera will not be liable for any errors or omissions in any User Content.

2.3. We do not endorse or have control over any User Content, nor can we guarantee the authenticity of any information that Users may provide about themselves, including their identity.

2.4. You acknowledge that all Content accessed using the Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom.

3. THIRD PARTY SERVICES

3.1. We may provide links to third-party web sites or offer to you certain third party-services (collectively, “Third-Party Services”). Such Third-Party Services are provided “AS IS” without indemnification, support, or warranty of any kind, and this Agreement does not apply to your use of any such offered Third-Party Services.

3.2. You are responsible for evaluating whether you want to access or use such Third-Party Services, and, in certain circumstances where required or applicable, may opt-out from such Third-Party Services available outside of the Platform, or may choose to not utilize such Third-Party Services at any time. We reserve the right to suspend Third-Party Services at any time. You should review any applicable terms and/or privacy policies of a Third-Party Services before using it or sharing any information with it, because you may give the operator permission to use your information outside of what you have agreed to herein. We are not responsible for, nor endorse any features, content, advertising, products or other materials on or available from such Third-Party Services.

3.3. Pixaera does not recommend and does not endorse the content on any third-party websites. Pixaera is not responsible for the content of linked third-party sites, third-party sites provided as search results, or third-party advertisements, and does not make any representations regarding their content or accuracy. Your use of third-party websites is at your own risk and subject to the terms of use for such sites.

4. CONDITIONS OF USE

4.1. All Users agree that they shall only use the Service and/or Platform for legal purposes and shall NOT:

1. engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Pixaera in its sole discretion.
2. use the Service and/or Platform in any manner inconsistent with this Agreement;
3. act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the Service or Platform or any operating system;
4. infringe our intellectual property rights or those of any third party in relation to your use of the Service and/or the App;
5. transmit any material that is confidential or proprietary;
6. use the Service and/or Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
7. collect social security or insurance number, financial account number, drivers’ license number, health information, or other sensitive information required to be secured under applicable local, state, provincial, national, or other law, rule, or regulation, or for which disclosure is required in case of a data breach without first obtaining our prior written consent; and
8. collect or harvest any information or data from the Service or attempt to decipher any transmissions to or from the servers running any Service;
9. access the Service and/or Platform in order to build a similar or competitive product or Service or copy any ideas, features, functions, or graphics of the Service;
10. use the Service and/or Platform in any manner that may harm minors or that interacts with or targets people under the age of thirteen;
11. mpersonate any person or entity, including, but not limited to, an employee of ours, or falsely state or otherwise misrepresent your affiliation with a person, organization or entity;
12. use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;
13. access, search, or create accounts for the Service by any means other than our publicly supported interfaces (for example, "scraping" or creating accounts in bulk);
14. send unsolicited communications, promotions or advertisements, or spam;
15. send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
16. sublicense, resell, time share or similarly exploit the Service and/or App;
17. authorize, permit, enable, induce or encourage any third party to do any of the above.

5. ACCESS AND USE

5.1. We reserve the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Service.

6. INTELLECTUAL PROPERTY

6.1. You acknowledge that Pixaera retains ownership of all Intellectual Property of Pixaera incorporated in the Service and/or Platform (including all improvements, enhancements, updates and corrections) and any Intellectual Property generated by Pixaera in the process of providing the Service and/or Platform.

6.2. You may use software, proprietary systems and Intellectual Property owned by Pixaera, or for which Pixaera has appropriate authority to use, and you agree that such Intellectual Property is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. You warrant that you shall not knowingly infringe on any third-party rights through the use of the Service.

6.3. You agree and accept that any Intellectual Property generated by you in connection with the Service and/or Platform is owned absolutely by Pixaera and vests in Pixaera immediately, including:

1. Pixaera name, trademarks, logo and design; and
2. any text, images, graphics, source code, usage data, ideas, enhancements, feature requests, suggestions or other information provided by the User or any other party with respect to the Service.

6.4. You further warrant that by using the Service you will not:

1. use any Intellectual Property of Pixaera without express permission;
2. copy any part of the Service for the User’s own commercial purposes; or
3. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in any documentation associated with it.

6.5. To the extent that any derivative works cannot be assigned to Pixaera, you hereby grant Pixaera a perpetual and irrevocable (irrespective of the expiration or termination of this Agreement), non-exclusive, transferable, worldwide, and royalty-free license to reproduce, distribute, perform, and display any derivative works of the Service developed by or for the User, and to use, make, have made, sell, offer to sell, import, export, and otherwise exploit any product based on any such derivative works.

6.6. All materials posted on this website are protected by the copyright laws in the United States and in foreign countries. Pixaera authorizes you to view or copies of the material on the Platform solely for your personal, noncommercial use. Any special rules for the use of certain software accessible on the Platform are incorporated into these Terms by reference. All rights not expressly granted herein are reserved to Pixaera and its licensors.

6.7. If you violate any of these Terms, your permission to use the materials automatically terminates and you must immediately destroy any copies you have made of any portion of the materials.

7. PERSONAL DATA

7.1. Pixaera may process personal data in connection with your use of the Service. Personal data includes any information relating to an identified or identifiable natural person ("Data Subject"). Pixaera is committed to protecting the privacy of Data Subjects and complying with the GDPR.

7.2. Pixaera will process personal data in accordance with Pixaera's Privacy Policy, which is incorporated into this Agreement by reference. The Privacy Policy explains what personal data Pixaera collects, how Pixaera uses and protects that data, and your rights as a Data Subject.

7.3. By using the Service, you consent to Pixaera's processing of your personal data in accordance with its Privacy Policy.

8. AGGREGATE DATA

8.1. User acknowledges and agrees that Pixaera may use aggregated and anonymous data based on User's use of the Service to produce reports, analyses, data, databases and other similar materials; provided that none of the foregoing specifically identify User. Any such materials produced using such aggregate data are the sole and exclusive property of Pixaera.

9. TERM AND TERMINATION

9.1. These Terms of Use shall apply for the Trial Period. Following the Trial Period, Pilot User shall have an option to enter into a full agreement as determined by the mutual agreement of the parties. User may cease using the Service at any point in time during the Trial Period.

9.2. Pixaera has and reserves all rights and remedies that it has by operation of law or otherwise to enjoin the unlawful or unauthorized use of the Service. On termination, all rights granted to Pilot User under this Agreement shall immediately cease and Pilot User will promptly cease all use of the Service unless it has entered into another Agreement with Pixaera relating to use of the Platform. At the end of the Trial Period, Pilot User shall return immediately cease using the Service and shall return any Products to Pixaera. In the event that Pilot User continues using the Service or fails to return the Products after fifteen (15) days, then Pixaera shall begin charging Pilot User for the use of the Platform according to its standard fees. Any section which by its nature is intended to survive termination of this Agreement shall survive.

10. FEEDBACK

10.1. You acknowledge that any and all:

1. Suggestions for correction, change, and modification to our Service, information and reports you provide to us, and other feedback (including but not limited to quotations of written or oral feedback), (collectively “Feedback”); and
2. Improvements, updates, modifications, or enhancements, whether made, created, or developed by us, or otherwise relating to Feedback (collectively, “Revisions”);
3. are and will remain our property. All Feedback and Revisions become the sole and exclusive property of Pixaera and we may use and disclose Feedback and/or Revisions in any manner and for any purpose whatsoever without further notice or compensation to you, and without your retention of any proprietary or other right or claim.

10.2. You assign to us any and all right, title, and interest (including, but not limited to, any patent, copyright, future copyright, trade secret, trademark, show-how, know-how, and any and all other intellectual property right) that you may have in and to any and all Feedback and Revisions.

10.3. You agree to waive any moral rights you may have in any and all Feedback and Revisions, and consent to any act which amounts to an infringement of any such moral right, in favour of Pixaera. At our request, you will execute any document, registration or filing required to give effect to these provisions.

11. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES

11.1. PIXAERA DOES NOT GUARANTEE THAT THE SERVICE WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT PIXAERA WILL CORRECT ALL SERVICE ERRORS. YOU ACKNOWLEDGE THAT PIXAERA DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE Service MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PIXAERA IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

11.2. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

11.3. TO THE EXTENT PERMITTED BY LAW, PIXAERA’S LIABILITY FOR BREACH OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OR CONDITION THAT CANNOT BE EXCLUDED, IS RESTRICTED AT PIXAERA’S OPTION TO THE RE-SUPPLY OF SERVICE, OR PAYMENT OF THE COST OF RE-SUPPLY OF SERVICE (IF APPLICABLE). IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF, OR INABILITY TO USE, THE PLATFORM AND/OR THE SERVICE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED IN ACCORDANCE HEREIN TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. LIABILITY & INDEMNITY

12.1. Pixaera is not liable for (1) any content posted by Users on our Platform or Service; (2) contracts, contractual obligations, or other obligations that may arise from an employment, contractor, or other relationship between Users; (3) any review of content posted on our Platform or Service; (4) any damages that result through the use of our Service; (5) any negative or critical comments that may be posted by Users, or other third party through the Service; or (6) any of the Third-Party Services you may be provided pursuant to your use of the Service.

12.2. We are not required to or under any obligation to review, screen, edit, monitor or remove any content posted on our Platform, although we reserve the right to do so, and to take any other action, in Pixaera’s discretion, with or without notice, to prevent any violation, enforce any provision, or rectify any alleged violations of this Agreement or any applicable law.

12.3. YOU AGREE THAT YOU USE THE SERVICE ENTIRELY AT YOUR OWN RISK.

12.4. YOU AGREE TO INDEMNIFY PIXAERA FOR ANY LOSS, DAMAGE, COST OR EXPENSE THAT PIXAERA MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF OR CONDUCT IN CONNECTION WITH THE SERVICE AND/OR PLATFORM, INCLUDING ANY BREACH BY YOU OF THIS AGREEMENT. We reserve the right to exclusive control over the defense of a claim covered by this clause. If we use this right then you will help us in our defense. Your obligation to indemnify under this clause also applies to our subsidiaries, affiliates, officers, directors, employees, agents and Third-Party Services providers.

13. RELEASE

13.1. As an inducement to Pixaera permitting you to access and use the Service, you hereby agree to release Pixaera, and its affiliates and subsidiaries, and each of its and their respective officers, directors, agents, partners, and employees from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of or in any way connected with disputes between you and third parties (including other Users) in connection with the Service. In addition, you waive any applicable law or statute, which says, in substance:

13.2. “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."

14. ATTORNEY'S FEES

14.1. In the event that either Party breaches any portion of this Agreement, the prevailing Party in an action to enforce this Agreement may recover from the other its reasonable attorneys’ fees and costs, if employment of an attorney was necessary.

15. NOTICES

15.1. The User can direct notices, enquiries, complaints and so forth to Pixaera at this address:

help@pixaera.com

15.2. A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communications be in writing.

16. DISPUTES

16.1. If you’re upset with us, let us know, and hopefully we can resolve your issue. But if we can’t, then these rules will govern any legal dispute involving our Service:

16.2. Governing Law. The Terms are governed by the laws of the State of Delaware, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.

16.3. Arbitration. You and Pixaera agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms you can find them here or by calling the AAA at 1–800–778–7879). Arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. ANY ARBITRATION UNDER THE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS--CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU UNDERSTAND THAT BY AGREEING TO THE TERMS, YOU AND PIXAERA ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.

16.4. Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules.

16.5. Forum. We’re based in Delaware, so any legal action against Pixaera related to our Service must be filed and take place in the State of Delaware. That means the seat of any arbitration shall be in Delaware. For any actions not subject to arbitration, you and Pixaera agree to submit to the personal jurisdiction of a state court located in the State of Delaware.

16.6. Government Exception. If you are a government agent or entity in the United States using the Service in your official capacity, and you are legally unable to agree to the clauses in this section, then those clauses do not apply to you. In that case, the Terms and any action related to the Terms will be governed by the laws of the United States (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of Delaware.

16.7. Modifications. If we make any changes to this “Disputes with Pixaera” section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against Pixaera prior to the date the changes became effective. Pixaera will notify you of substantive changes to the “Disputes with Pixaera” section at least 30 days prior to the date the change will become effective. If you do not agree to the modified terms, you may send Pixaera a written notification (including email) or close your account within those 30 days. By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and Pixaera in accordance with the provisions of this “Disputes with Pixaera” section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you reopen your closed account or create a new account, you agree to be bound by the current version of the Terms.

17. CHANGES TO THE TERMS

17.1. We may update these Terms from time to time. If we believe that the changes are material, we’ll definitely let you know by doing one (or more) of the following: (1) posting the changes through the Service or on the Platform or (2) sending you an email or message about the changes. That way you can decide whether you want to continue using the Service. Changes will be effective upon the posting of the changes. You are responsible for reviewing and becoming familiar with any changes. Your use of the Service following the changes constitutes your acceptance of the updated Terms.

17.2. The following provisions survive the expiration or termination of this Agreement for any reason whatsoever: Liability, User Content, Disputes, Feedback, Attorney’s Fees, Intellectual Property, Indemnity, and Jurisdiction.

18. COPYRIGHT INFRINGEMENT

18.1. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access thereto) by contacting Pixaera at the address provided below and providing the following information:

1. Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
2. Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with its URL or any other pertinent information that will allow us to locate the material.
3. Your name, address, telephone number and (if available) e-mail address.
4. A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
6. A signature or the electronic equivalent from the copyright holder or authorized representative.

18.2. Our address for Copyright issues is as follows:

help@pixaera.com

18.3. In an effort to protect the rights of copyright owners, Pixaera maintains a policy for the termination, in appropriate circumstances, of subscribers and account holders of the Platform who are repeat infringers.

19. GENERAL

19.1. Waiver. No failure or delay by either party in exercising any right under the Terms, will constitute a waiver of that right. No waiver under the User Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

19.2. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

19.3. Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.

19.4. Waiver. The relationship of the parties to this Agreement does not form a joint venture or partnership.

19.5. Further assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.

19.6. Severability. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

19.7. Entire Agreement. The Terms, including any terms incorporated by reference into the Terms, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any pages referenced in these Terms, the terms of these Terms will prevail.