Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the services provided by AVATAR PIXEL INCORPORATED (“us”, “we”, or “our”).

The terms and conditions stated on this page apply to all Avatar Pixel Clients unless agreed in writing to the contrary. No other contract terms and conditions shall apply unless specifically agreed upon in writing between Avatar Pixel and the Client.

In the event of any ambiguity between these terms and conditions and any terms agreed upon in writing between Avatar Pixel and the Client then the terms and conditions hereunder will apply.

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

• Company (referred to as either “Avatar Pixel”, “the Company”, “We”, “Us” or “Our” in this Agreement) refers to AVATAR PIXEL INCORPORATED.
• Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.
• Service refers to the services offered by our company.
• Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.
• Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.
• Website refers to Avatar Pixel, accessible from https://www.avatarpixel.com
• You/Client means the individual accessing or using our Services, or the company, or other legal entity on behalf of which such individual is accessing or using the Services, as applicable.

Table of Contents

1. Estimates
2. Invoicing and Payment Terms
3. Project Terms
4. Ongoing Maintenance and Support
5. Termination of Services
6. Third Party Services
7. Website Development And Design Terms And Conditions
8. SEO Terms and Conditions
9. Email Marketing Terms and Conditions
10. General Service Disclaimers
11. Copyright
12. Breach
13. Limitation of Liability
14. “AS IS” and “AS AVAILABLE” Disclaimer
15. Disputes Resolution
16. Class Action/Jury Trial Waiver
17. Changes to These Terms and Conditions
18. Improving Our Services

1. Estimates

1.1 Avatar Pixel may provide Clients with initial estimates (quotes or quotations) for projects on request. The final project value may vary from the initial quotation if additions are requested to the original scope of work.

1.2 Avatar Pixel will provide quotations in writing by email to Clients, which will include a hyperlink to these Terms and Conditions. Acceptance by a Client of a Avatar Pixel quotation is subject to acceptance of these terms and conditions unless specifically agreed upon in writing between the Client and Avatar Pixel to the contrary.

2. Invoicing and Payment Terms

2.1 Avatar Pixel standard payment terms are due upon from the date of invoice or project completion.

2.2 New once-off projects require a 50% upfront payment for the commencement of a project, 30% once the development is complete and a final payment before the project is made live.

2.3 Monthly packages will require an initial upfront cost to cover a variety of vital components needed to begin the website creation process such as SSL Certificates, Plugin Licenses, Stock Photography, etc. This upfront cost must be paid before the commencement of website creation.

2.4 Monthly Packages will be invoiced by the 1st of the month and needs to be paid within seven business days thereafter. Late payment will result in interest being charged to the account and a suspension of retainer services.

2.5 In the event that website development cost has been broken up into a payment plan, Avatar Pixel will remain the owners of the website until the design and development work has been paid in full as per the initial quotation.

2.5 Avatar Pixel reserves the right to increase its pricing in line with the official annual inflation rate each year, which is obtained from United States’s latest available Consumer Price Index (CPI) Reports.

3. Project Terms

3.1 Unless expressly agreed in writing to the contrary Avatar Pixel will not accept liability to the Client for unforeseen delays in completing a project.

3.2 In the event that there is a delay in the completion of a project, Avatar Pixel will communicate such delays to the Client in writing via email.

3.3 All website or online marketing tactic setup content needs to be provided by the client within 2 weeks of a deposit being paid to commence a project.

3.4 All Graphic design content needs to be provided within 1 week of a deposit being paid to commence a project.

3.5 The client is required to provide Avatar Pixel with all the content required for a project within the period detailed above. Should the client delay issuing Avatar Pixel with the content required for the project, Avatar Pixel reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, Avatar Pixel will request any outstanding payments to be settled before the continuation of the project.

4. Ongoing Maintenance and Support

4.1 Fixes for newly built websites need to be identified within a 7-day period from going live. If fixes are identified after this period and the client is not on a Maintenance agreement then a quotation will be issued to commence such fixes.

4.2 Avatar Pixel cannot future-proof its services or products. Once a client has signed off on a project the responsibility to maintain and update plugins and Themes used on the website becomes the client’s responsibility unless a maintenance agreement has been signed with Avatar Pixel which covers such incidents.

4.3 Maintenance does not mean “eyes on the website” all the time and issues on the website still need to be reported to Avatar Pixel’s account manager or web developer directly by email support@avatarpixel.com

4.4 Development faults with plugins or themes used on a website built by Avatar Pixel are not covered by a maintenance agreement and will be quoted separately as in most cases the original software developer will need to be involved.

4.5 Similarly, hosting and website faults remain the responsibility of the hosting provider and do not fall under any maintenance agreement.

5. Termination of Services

5.1 Cancellation of any products or services may be made at any time by providing Avatar Pixel with a cancellation request one(1) calendar month in advance, in writing.

5.2 In the event of cancellation of the agreement prior to the completion of the cancellation period, Avatar Pixel reserves the right to pursue any of the following: (1) remove equipment, software, services or resources owned by the Company, (2) bring legal action against the Client for contractual breach or (3) remove any created websites, graphics, content, links, advertising, and accounts.

5.3 If requesting the cancellation of a monthly package then the amount paid up to date of requested cancellation will be subtracted from the initial value of the said monthly package, this amount will be payable by the Client before termination can be completed.

6. Third Party Services

6.1 Avatar Pixel will offer to Clients third-party services such as those offered by Google to enhance the performance of their websites. Avatar Pixel may include in quotations the setup and maintenance of such third-party services. Avatar Pixel will not be liable to the Client for any interruption, non-performance, or cancellation of the provision by third parties of any such services.

7. Website Development And Design Terms And Conditions

7.1 All website content needs to be provided by the client within 2 weeks of payment of a deposit to commence a project. Should the client delay issuing Avatar Pixel the content required for the project, Avatar Pixel reserves the right to renegotiate the cost of the project as well as the expected completion date. In such instances, Avatar Pixel will request any outstanding payments to be settled before the continuation of the project.

7.2 CMS websites require updates to plugins and themes. If the client has not opted for monthly maintenance, such updates and the cost thereof, remain the responsibility of the client. However, plugins and themes may be quoted for separately if required.

7.3 Additional pages, images, and revisions on projects above the scope of work agreed upon will attract additional charges.

7.4 All ECommerce websites will come with Flat Rate shipping. It is the client’s responsibility to negotiate shipping costs with his/her preferred supplier and to provide Avatar Pixel with specified flat rates. Alternative Shipping Plugin purchases and configuration fall out of the scope of work unless specifically quoted for.

7.5 All ECommerce websites will have PayPal(External Checkout) and Stripe Payment as the default payment options. It remains the responsibility of the client to sign up with PayPal and Stripe and to provide us with their login details or Passcodes and Pin to link the gateway.

7.6 As mentioned above, PayPal (External Checkout) and Stripe Payment as the default payment options set up for ECommerce websites, however, if a different payment gateway is installed and used to process, transmit, capture, or store Credit Card Data, the Client’s full responsibility to address or fix any PCI compliance or security issues this may arise.

7.7 The client agrees that all content provided by the client including articles, website wording, graphics, and videos are owned by the client and free of any copyright infringement.

7.8 Landing pages, unless otherwise stated are created using a specific Landing page platform. If you want a copy of this page we can provide it, but it will only be reactivated using a version of the same platform, as the code is customised for use on this platform.

7.9 Viruses & Outdated Websites, Avatar Pixel makes every effort to take security precautions on our Clients’ websites, this includes the relevant security plugins which keep its servers secure, wherever possible. However, we cannot guarantee the prevention of hacks, viruses, or unexpected data deletion and cannot and will not be held liable for any such damages as a result.

7.10 Avatar Pixel cannot be responsible for any websites that have stopped working or have become faulty over time due to the website becoming “outdated”. Outdated websites can be affected due to many aspects, such as new browser software, outdated web code, etc. Avatar Pixel cannot be expected to keep your website updated in every aspect without being compensated to do so. In this situation, the Client may opt to have their website redeveloped or select one of our subscription-based website packages where Avatar Pixel is responsible for updating these aspects on your website.

8. SEO Terms and Conditions

8.1 Avatar Pixel accepts no responsibility nor liability to the Client for the actual rankings achieved or how such rankings may vary over time. Search engines are known to change their algorithms and in such doing rankings and traffic may fluctuate.

9. Email Marketing Terms and Conditions

9.1 When and if included in the contract, Avatar Pixel will set up the Clients’ email with Email Marketing Service Providers like MailChimp or ConstantContact and charge a fixed amount for doing this.

9.2 Payment of Monthly charges based on subscribers will remain the responsibility of the client.

9.3 Avatar Pixel will not be liable for any purchased, rented, or third-party lists of email addresses that were/are purchased/provided by the client for newsletters or emailing distribution.

9.4 Avatar Pixel will not be held liable for any penalties placed upon the client by the email service provider as a result of purchased, rented, or third-party lists of email addresses or spam content used in newsletters.

9.5 Avatar Pixel will not be held responsible for using or misusing any account set up for the Client on a Email Marketing Service Provider, or the content it distributes. Avatar Pixel limits its services to the setup of the account, but it is the Client’s full responsibility to manage the set account.

10. General Service Disclaimers

The Client acknowledges the following with respect to services:

10.1 Avatar Pixel accepts no responsibility for policies of Google, third-party search engines, directories, or other websites (“Third-Party Resources”) that the Client may submit to with respect to the classification or type of content it accepts, whether now or in the future. The Client’s website or content may be excluded or banned from any Third-Party Resource at any time and the Client agrees not to hold Avatar Pixel responsible for any liability or actions taken by Third-Party Resources under this Agreement.

10.2 The Client furthermore acknowledges that the nature of many of the resources the Avatar Pixel may employ under this Agreement are competitive, therefore Avatar Pixel does not guarantee top rankings, consistent positioning or specific performance of any strategies employed and the Client accepts that the Avatar Pixel past performance is not indicative of any future results the Client may experience.

10.3 The Client recognizes that SEO and submissions to search engines and directories can take an indefinite amount of time for acceptance or inclusion and that internet advertising may be subject to the individual advertising network’s policies and procedures.

10.4 The Client accepts that Google Adwords, search engines, directories or other resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.

10.5 The Client acknowledges that search engines may drop listings from its database for no apparent or predictable reason. The Company shall re-submit resources to the search engine based on the current policies of the search engine in question.

10.6 Avatar Pixel will endeavor to make every effort to keep the Client informed of any changes that Avatar Pixel is made aware of that impact any of the campaigns and strategies and the execution thereof under this Agreement. The Client also acknowledges that Avatar Pixel may not become aware of changes to third-party resources, industry changes, or any other changes that may or may not affect campaigns or services.

10.7 Avatar Pixel, for the duration of this agreement, may develop design strategies and codes, which, in Avatar Pixel’s opinion improve the Client’s website. Avatar Pixel and the Client will review these suggestions together and once a mutual agreement is reached activate these changes. If the Client decides to make any material changes to the website, the Client will consult with Avatar Pixel prior to implementing these changes, to make sure that they do not conflict with Avatar Pixels marketing strategy.

10.8 Third-Party Resources, particularly Facebook, change their layout and APIs and can very often affect any business page installations and applications. In the same way, Google APIs are frequently changed without prior notice, and it may result in the change, drop or discontinuation of a specific service or feature. In any case, mentioned above but not limited to, the Company will not be held liable for these changes and, should work need to be done to rectify, then a new “quote” would need to be drawn up.

10.9 Avatar Pixel and its subcontractors retain the right to display all designs as examples of their work in their respective portfolios.

11. Copyright

11.1 The source code of all website web pages remains the intellectual property of Avatar Pixel until such time as payment is made in full by the client and may not be copied and used by any other party without the consent of Avatar Pixel.

11.2 All scripts, CSS and included files used within Client websites, remain the intellectual property of Avatar Pixel until such time as payment is made in full by the client and may not be copied and used by any other party without the written consent of Avatar Pixel.

11.3 The stored procedures, functions, and triggers programmed into SQL Databases remain the intellectual property of Avatar Pixel until such time as payment is made in full by the client and may not be copied and used by any other party without the consent of Avatar Pixel.

11.4 All Client logo images, images unique to the Client, i.e. of their premises, workforce, and their business, plus all written copy, belong to the Client and are covered under their copyright. Avatar Pixel will not reuse Client written content or images without the express permission of the Client.

11.5 Avatar Pixel will not be liable for any copyright infringements committed by the Client with regards to content provided for marketing materials. The Client hereby agrees that all content submitted to Avatar Pixel is original content and not copied off other websites as copying content from other online assets will directly impact Avatar Pixels ability to run an effective marketing strategy for the Client and it may cause the website to be blacklisted.

11.6 The Client and the Company acknowledge and agree that the Specifications and all other documents and information related to the development of a project by Avatar Pixel (the “Confidential Information”) will constitute valuable trade secrets of the Company. The Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without the Company’s prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

12. Breach

12.1 In the event that the Client does not pay an invoice within the time frame allocated in the invoice, then Avatar Pixel has the right to suspend all further works for that Client until such time as payment is made in full.

12.2 In the event that the Client becomes insolvent or goes into liquidation Avatar Pixel have the right to immediately terminate their contract with the Client and invoice for the full value of project works carried out to that date.

12.3 In the event that a Client delays the progress of a project with Avatar Pixel then Avatar Pixel will be entitled to give 14 days written notice to the Client. If the Client does not satisfactorily remedy the cause(s) of the delay, within the 14 day notice period, then Avatar Pixel will have the right to terminate the service. Avatar Pixel will invoice the Client for the full value of works carried out to date.

12.4 In the event the Client fails to make any of the payments referenced in the deadline set forth, Avatar Pixel has the right, but is not obliged, to pursue any or all of the following remedies: (1) terminate the agreement, (2) Place clients website on maintenance mode/account suspended page regardless of where the website is hosted, (3) remove equipment, software, services or resources owned by the Company or (4) bring legal action.

12.5 In the event the Client hires or employs a third party, including but not limited to an agency, a company or an independent contractor, to change or modify some or any part of an ongoing project without previous written authorization by Avatar Pixel, Avatar Pixel has the right to immediately terminate their contract with the Client and invoice for the full value of project works carried out to that date.

12.6 In the event the Client hires or employs a third party, including but not limited to an agency, a company or an independent contractor to perform SEO Improvements to the website while under a contract for Ongoing Support and Maintenance that results in but not limited to a security breach, missing or broken page, part or the whole website, or negative SEO rankings, Avatar Pixel has the right to immediately terminate their contract with the Client and invoice for the full value of the maintenance and works carried out to that date.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY AND/OR ITS OWNERS, EMPLOYEES, PARTNERS, AGENTS OR AFFILIATES AND THEIR RESPECTIVE HEIRS, SUCCESSORS AND ASSIGNS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA OR OTHER INFORMATION, GOODWILL OR OTHER INTANGIBLE LOSSES, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, LOSS OF PRIVACY ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SERVICE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE SERVICE, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS TERMS), EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

We do not assume responsibility and will not be held responsible for any conflicts or compatibility issues that may occur due to third-party software. We assume no responsibility for any data loss as a result of installing or using our products.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

14. “AS IS” and “AS AVAILABLE” Disclaimer

Your use of the Service and our Products is at your sole risk.

Our products and the Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects WITHOUT WARRANTY OF ANY KIND. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

15. Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

16. Class Action/Jury Trial Waiver

WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

17. Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

19. Improving Our Services

We welcome any feedback you may have, whether positive or negative, as we constantly work to improve our high standard of client services. If a project has not achieved its goals, we would value your input on what we can do to prevent it from happening again. All of our customers should be completely satisfied with the service they receive.

Terms History

Effective Date: December 1, 2022