TERMS AND CONDITIONS OF USE – PIXEL GURU

DEFINITIONS

1. Words or expressions beginning with a capital letter in this agreement have the meaning specifically ascribed to them in the heading or in the relevant article (in bold and between quotation marks) or the meaning that is ascribed to them hereafter:

   1. « Governmental authority » means any regulatory authority or governmental department or agency, commission, office, court, ministry, service, administrative entity, Crown corporation or any other entity having the power to establish laws, rules or regulations, having jurisdiction or purporting to have jurisdiction on behalf of any nation, province or state or of any other subdivision thereof or of any city, municipality or district or of any other subdivision thereof;

   2. « User account » means the account that is created by Pixel to identify you as a user of the Platforms and through which you are authorized to use the Platforms and obtain the Services;

   3. « User content » means any content, data or information passing through your User account to either of the Platforms, including any Photo;

   4. « Fees » means collectively the Subscription fees, the Retouching fees and the Photo fees, plus all applicable taxes (as those terms are defined in article 6);

   5. « Dispute » means any formal notice, complaint, claim, judicial, administrative or regulatory proceeding (civil, penal or criminal), including any arbitration proceeding, dispute resolution proceeding, investigation or request for information by a Governmental authority;

   6. « Licence » has the meaning set out in paragraph 4.1;

   7. « Exclusive licence » has the meaning set out in paragraph 4.2;

   8. « Applicable law » means any regulation, law, ordinance, judgment, policy, directive, standard, decree, rule or other requirement of any Governmental authority;

   9. « Photo » means any photograph, illustration, image or other pictorial or graphic work of a vehicle or of another Product passing through your User account on either of the Platforms, whether it is uploaded to either of the Platforms or added from your User account;

   10. « Product » means the principal item represented by a Photo in the industry targeted by the Platforms, as the case may be, for example, an automobile or another vehicle;

   11. « Net proceeds » means Pixel's Sublicence revenues for a Photo, less the expenses incurred to carry out the sale, including applicable taxes and other charges and the proportion of Pixel's fixed costs attributable to the sale and any other fee directly related to the sale;

   12. « Services » means all the services rendered by Pixel from time to time identified in article 2); and

   13. « Sublicence » means any sublicence granted by Pixel of your Exclusive licence or any sublicence granted to you by Pixel of an exclusive licence granted by a third party (as contemplated by paragraphs 4.2 and 5.1.1.).

2. Any reference to « terms », « terms of use » and « the agreement » refers to this agreement on the terms and conditions of use, which includes our privacy policy, as well as all the amendments and all the additional terms that apply to the Platforms or to the Services.

3. Any reference to « policy » or « privacy policy » refers to the privacy policy attached hereto as Schedule A, as amended from time to time in accordance with its terms and including all the amendments and all the additions relating thereto.

SERVICES

Pixel provides the Services set out below, to which you may have access, subject to the terms hereof, from your User account.

1. The Platforms contain a virtual platform for the transfer of Photos:

   1. from your User account to the Platforms (upload); and

   2. from the Platforms to your User account (download).

2. A public section of the Platforms offers users, among other things, the possibility of searching for Photos on the Platforms and of obtaining a copy thereof under Sublicence, subject to the terms set out below.

3. A private section of the Platforms allows you to take Photos using an optimizing tool and then to transmit them through your User account so that they may be retouched by Pixel and returned to you, subject to the terms set out below. Upon receipt of the retouched Photos, you may then personalize them by adding, for example, a frame, your business information, points of interest, a professional banner, etc.

4. The Photos retouched in accordance with paragraph 2.3 will then be added to the public section of the Platforms and offered to other users for the purposes contemplated by paragraph 2.2, subject to the remuneration and the terms provided for herein.

5. Pixel will also provide technical support, namely an interactive guide facilitating the taking of photos and training on request in relation with the other Services.

6. We may at any time modify, update or discontinue any one or all of the Services, for any reason and without notice to you. We are not required to make or keep available to you the Platforms or any particular part thereof or any Service whatsoever.

Uploading photos to the platforms

1. When you take a Photo through the Platforms or transfer a Photo to your User account (upload):

   1. you must enter the appropriate keywords and a description of the content of the Photo that is truthful, complete and accurate (year, model, colour, etc.);

   2. you are solely responsible for the content of the Photo and we are under no obligation whatsoever to examine it or to validate the description, but we are authorized to accept, refuse, delete, move or modify any content or Photo;

   3. the Photo must relate solely to the Product described and may not contain any advertising, logo or external reference, nor include a human or part of a human; and

   4. you must hold all the rights in the Photo, including all copyright, the right to privacy, publicity rights, moral rights and other intellectual property rights.

2. Any Photo taken through the Platforms or transferred to your User account will be subject to a Licence and to an Exclusive licence in favour of Pixel. We are not required to accept the Photo for the public portion of the Platforms nor to make it available to other users. You acknowledge that the Exclusive licence constitutes no representation on our part to the effect that the Photo will be made available to other users and will be subject to Sublicences.

3. You represent and warrant, with respect to any Photo that you take through the Platforms or transfer to your User account (upload), the following:

   1. You hold all the rights allowing you to submit the Photo on the Platforms, to modify it and to grant the Licence, the Exclusive licence and to allow Pixel to grant any Sublicence;

   2. Pixel will be under no obligation whatsoever to obtain licences or other authorizations from third parties nor to pay royalties to third parties for the use and display of the Photo or to render any other Service; ;

   3. the said Photo does not infringe the rights of third parties, including intellectual property rights and those relating to privacy; and

   4. the said Photo and the intended use thereof by you and Pixel complies with this agreement and with any Applicable law.

Licences

1. When you send User content to the Platforms, you retain the copyright and the intellectual property rights relating thereto, but you grant Pixel a licence (the « Licence ») that is perpetual, irrevocable, worldwide, royalty-free, non-exclusive, transferable and capable of giving rise to the granting of a sublicence in order to:

   1. use and modify the User content, including any Photo;

   2. reproduce, make accessible to the public, publicly display, broadcast, translate and redistribute the User content, including any Photo, in any form or any format or medium already known or later developed, without mentioning its source; and

   3. grant sublicences of the Licence to third parties.

      You agree that access to the Platforms and the granting of the Services constitute sufficient consideration for the Licence that you grant us.

2. When one of your Photos passes through the Platforms, you further automatically grant Pixel an exclusive licence (the « Exclusive licence ») that is perpetual, irrevocable, worldwide, royalty-free and transferable by Pixel, authorizing it to sell, assign or otherwise grant a Sublicence to use each Photo to any person, without identifying you in the usual manner as the author and source of the Photo, subject to the following:

   1. for any Photo assigned or sold by Pixel or for which Pixel has granted a Sublicence to a third party for consideration, you will be entitled, as a royalty (the « Royalties »), to 40% of the Net Proceeds of that consideration; and

   2. the Royalties will be paid to you solely in the form of a usage credit applicable on the Platforms, which you may set off against the Retouching fees and the Photo fees (defined below), except as expressly authorized below.

      You agree that access to the Platforms, the granting of the Services and the payment of the Royalties, as applicable, constitute sufficient consideration for the Exclusive licence that you grant us.

3. You acknowledge that the exclusive nature of the Exclusive licence means that you are not authorized to sell, assign or otherwise grant a licence or sublicence to use a Photo to anyone except Pixel. You are however authorized to reproduce, modify and use your Photos.

4. You waive all rights or remedies you might have against Pixel, our subsidiaries, our affiliated companies and our sublicensees with respect to any infringement of the intellectual property rights or moral rights that you might hold in respect of any User content, by Pixel or any other user of the Platforms. You waive all moral rights that you might hold in any User content.

5. By sending User content, you declare and warrant that you hold, or possess under licence, all the rights relating to the said User content, including intellectual property rights and personality rights, and you warrant that our use of any User content that you send will in no way infringe the intellectual property rights, the privacy rights, the publicity rights or any other right of a third party.

Downloading photos from the platforms

1. When you download a third party's Photo from the Platforms (download):

   1. Pixel grants you a non-exclusive, perpetual, worldwide Sublicence, incapable of giving rise to the granting of a sublicence or to a transfer, authorizing you to save a copy of the Photo and to display it (as is and with any notice appearing thereon) in connection with the sale or lease of your Products in the course of your business activities, subject to payment of the applicable Fees;

   2. you may not modify the Photo, create derivative works, assign it (in whole or in part) to anyone, remove any notice appearing thereon or otherwise infringe the intellectual property rights of the third-party owner or of Pixel;

   3. you must include, without modification, all copyright notices, notices to users or other indicators or notices displayed thereon at the time of the download; and

   4. you may not use a Photo for purposes other than the sale or lease of the Product that is the subject of the Photo.

2. You may not publish a Photo that is the subject of a Sublicence on a social media site, namely a website or an application whose principal purpose consists in facilitating social interactions among its users and in authorizing the latter to share content in that context.

3. We do not usually hold the authorizations required to broadcast or display the trademarks, logos or other forms of intellectual property of other parties that may be represented in the Photos. Obtaining all such authorizations is your responsibility.

4. We do not warrant the content of the Photos nor the truthfulness or accuracy of the information associated with them. Upon acquiring a Photo under a Sublicence, you acknowledge having reviewed the Photo and you declare yourself entirely satisfied with it.

FINANCIAL TERMS

1. In order to benefit from the Services, you agree to pay Pixel a fixed monthly fee of $200 (plus any applicable tax, the « Subscription fees »).

2. For each Photo that you take or transmit through your User account to be retouched or enhanced, you agree to pay Pixel a fixed fee of $2 (plus any applicable tax, the « Retouching fees »).

3. For each group of Photos of the same Product (up to 15 Photos) that you acquire under a Sublicence, you agree to pay Pixel an amount of $5 (including any applicable tax, the « Photo fees »).

4. The Fees will be automatically charged to the authorized credit card or PayPal account whose details you will have provided to us when creating your User account, which details must be in effect at all times. You represent that you are the holder of the account or of the card and have the authority to use that account or that card during the term of this agreement. You authorize us to charge the Fees directly to that account or that credit card, subject to the provisions of paragraph 6.5.

5. You may pay the Photo fees and the Retouching fees using the Royalties accumulated in your User account. The Subscription fees may not be paid out of the Royalties.

6. All amounts indicated in these standard terms represent amounts in Canadian dollars. All payments made on our Platforms will be processed in your local currency and converted into Canadian dollars, according to the rate and the other conversion terms indicated at the time of the said payment.

7. A monthly statement of account showing a summary of your Fees will be made available in your User account. Any unpaid amount will bear interest until payment in full at the rate of 15% per year, calculated daily and compounded monthly.

8. Payment in full of the applicable sales, value-added, use or any other similar taxes or duties imposed by any Governmental authority in connection with this agreement is your responsibility.

COMMERCIAL USE ONLY

1. Access to the Platforms is provided for commercial use purposes only. You may not use it as a consumer and benefit from the applicable consumer protection laws.

2. If you use the Platforms on behalf of a legal entity, the terms apply to the latter and you represent and warrant that you are authorized to accept the terms on its behalf and to bind the said entity to comply with them.

ACCESS TO THE PLATFORMS AND BROWSING

1. You agree to use only the interfaces that we provide to access the Platforms. You are prohibited from accessing the Platforms by any automated means, including scripts, robots, bots, etc.

2. You may not, nor attempt to, collect or index content or data from the Platforms using scripts or other automated means.

3. You may not reproduce the content of the Platforms, nor present our content in HTML frames or by similar means. You agree not to attempt to hack, interrupt or disrupt the Platforms, the networks or servers associated with them, and the other user accounts, nor to obtain unauthorized access.

4. Pixel reserves the right to modify any aspect of the Platforms, including to refuse or withdraw any content, regardless of its source, at any time and without notice or obligation to you.

5. You may not allow another person to access your User account, nor upload or publish (directly or indirectly) any User content that is defamatory, slanderous, libellous, obscene, indecent or otherwise prohibited by any Applicable law.

6. You may not use the Platforms or upload or publish thereon content that contains or constitutes viruses, worms, Trojan horses or other code presenting malicious, disruptive or destructive characteristics.

7. You may not attempt to access without authorization the account of another person nor disrupt or use the Platforms in a fraudulent manner nor otherwise in a manifestly unauthorized manner.

8. You are prohibited from using, reproducing, modifying, adapting, translating, downloading or transmitting the software forming part of the Platforms, in whole or in part, from selling, leasing, licensing or transferring the said software or otherwise allowing access to it, from decompiling, disassembling, decrypting, extracting or reverse engineering the Platforms or their components or from assisting anyone in doing so.

SUBMITTING CONTENT FOR THE WEBSITE

1. We may allow you, at our sole discretion, to submit comments, ratings, reviews, listings, messages intended for other users or other content for the purpose of display on the Platforms (in each case included in the definition of « User content »). When you submit User content, you must comply with these rules, subject to any Applicable law:

   1. be honest and relevant and state the facts accurately. You must sincerely hold all the opinions that you express;

   2. do not post listings that are misleading or untruthful. The descriptions of the items advertised for sale must be accurate and truthful;

   3. do not post anything that infringes an applicable law or a contractual or legal obligation that you might have towards another person, and do not encourage anyone to commit illegal acts or to violate these terms of use;

   4. do not post content that is defamatory, incorrect, false, misleading, malicious, threatening, abusive, harmful, obscene, offensive, slanderous, racist or otherwise inadmissible. You are prohibited from harassing, threatening or importuning other users, or from impersonating someone else;

   5. do not attempt to obtain the personal information of others; do not post confidential or personal information, including the contact details, of another person;

   6. do not collaborate with other persons to impose a product or a point of view on the Platforms, do not post spam or commercial messages for a person or a business;

   7. do not use scripts to automatically post content on the Platforms. Do not post harmful or malicious content, malware or computer viruses, nor links to either of these elements; and

      malicious or computer viruses, nor links to either of these elements; and

   8. do not post anything that infringes the intellectual property rights of others.

2. Pixel may withdraw, modify or delete any User content that appears to violate these terms of use or the intellectual property rights of other persons, or for any other reason, on its own initiative or to comply with a court order or a legal request.

3. You acknowledge that the Applications might not contain the same features as the Site and vice versa. You download and use either of the Platforms at your discretion and at your own risk and you are solely responsible for the damage caused to your devices or the resulting data losses and for the costs relating to the use or transmission of wireless data.

Moderation of user content

1. When creating your User account you agree to provide us with current and accurate information, and to update that information where applicable. You also agree to notify us of any change to your email address and to provide us with your new address. Apart from the Royalties, you may not accept any form of remuneration (monetary, in kind or otherwise) for the acts you perform on the Platforms. For example, you are prohibited from selling your User account and from posting or promoting content for another person in exchange for a reward of any nature whatsoever.

2. You are entirely responsible for any User content that you submit, and you understand that the content you see on the Platforms may not have been verified by a moderator. Pixel does not endorse any User content and assumes no responsibility as to the accuracy and the reliability of any User content, including in particular the Product associated with any Photo. It is up to you to decide whether the content you see on the Platforms is accurate or reliable.

3. The listings, opinions, advice, statements, services, offers and all the other information or content provided by third parties, including service providers or other users, are those of their respective authors and distributors and not those of Pixel. You agree that we may not be held liable towards you or anyone for the actions of the users of the Platforms, or for the fact that you used or relied on content provided by a user, on listings, on third-party advertising or on any other third-party content, including any Product description associated with a Photo under Sublicence.

User accounts

1. When creating your User account you agree to provide us with current and accurate information where necessary, and to update that information where applicable. You also agree to notify us of any change to your email address and to provide us with your new address. Apart from the Royalties, you may not accept any form of remuneration (monetary, in kind or otherwise) for the acts you perform on the Platforms. For example, you are prohibited from selling your User account and from posting or promoting content for another person in exchange for a reward of any nature whatsoever.

2. You are responsible for your use of the Platforms and for any content sent to the Platforms using your User account, including any content posted by third parties who have obtained access to your account. Create a password that is difficult to guess in order to protect your User account. You agree that any User content or any action that infringes an applicable law (including, but without limitation, any intellectual property right) may result in a lawsuit against you.

3. If we consider that you have breached these terms of use, we may modify, deactivate, limit or delete your User account, or block your access to the Platforms indefinitely. If we delete, deactivate or limit your User account for violation of these terms of use, you may not create another User account without our permission.

Amendments to these terms of use

1. We may amend these terms of use at any time by posting a revised version of the terms of use on the Platforms under the tab: « standard terms and conditions ».

2. Any amendment will take effect at the time it is posted on the Platforms, subject to the following. Once posted, the revised version of the terms of use will immediately replace any previous version of the terms of use. Your continued use of the Platforms will be deemed to indicate your acceptance of the amended terms of use. Notwithstanding the foregoing, any amendment to the Fees or to the Royalties will take effect at the time you have been notified thereof in writing through your User account.

Limitation of liability and disclaimer of warranty

1. We make reasonable efforts to ensure that the Platforms are accessible, functional and free of errors and malicious programs; that your privacy is respected and that your Personal Information (as defined in Schedule A) and other data on the Platforms are protected from any involuntary disclosure or deletion. However, you agree that you use the Platforms at your own risk. We offer no warranty whatsoever. We provide the Platforms as is, according to their availability and subject to interruptions, delays or unavailability beyond our control, including, without limitation, delays or waiting times attributable to your physical location or to the network of your data service provider. You agree that we may not be held liable, for any reason whatsoever, for your use of the Platforms, for your inability to use the Platforms or either of their characteristics or functionalities, or for the fact that you rely on the availability of the Platforms.

2. You agree that we also may not be held liable for the User content or for any other content provided by third parties, including our service providers and any advertiser. It is up to you to determine whether content accessible on the Platforms is accurate or reliable. Pixel does not endorse any information posted or accessible on the Platforms, including the listings and the content posted by the software, the contractors, the users or the employees of Pixel. To the extent permitted by Applicable laws, you release us from all liability with respect to the accuracy, the reliability, the unfitness for a particular purpose or the non-compliance with any Applicable law as regards any item of content posted on the Platforms or hyperlink accessible from the Platforms.

3. You hold and will hold no ownership right in respect of the Platforms or of your User account. You have no right of uninterrupted access to the Platforms, nor any right of storage or deletion of any content or any data that you send to the Platforms. We may add, delete, limit, modify or deactivate the characteristics, items of content or functionalities of the Platforms at any time. We may close, limit, suspend or delete the Platforms, your User account or your access to the Platforms, temporarily or permanently, at any time and for any reason whatsoever (including a violation of these terms of use), at our sole discretion and without prior notice.

4. Even though we do our best to provide uninterrupted access to the Platforms, the Platforms may, at any time, become permanently or temporarily inaccessible for any reason whatsoever, among others for maintenance service or because of circumstances beyond our control, such as network or server failures, or an incorrect configuration of the software, the network or the computer that you use to access the Platforms. You release us from all liability as regards any interruption or deletion of data.

5. To the extent permitted by Applicable laws, you waive, and Pixel excludes, all warranties (express or implied) and all liability, of whatever kind. You agree that we will under no circumstances be, directly or indirectly, liable for damages of any kind arising from this agreement, from the Platforms or from your use of the Platforms, including general, special, consequential, exemplary or punitive damages, even if we had been expressly advised of the possibility of such damages. To the extent that Applicable law does not permit the exclusion of warranties or liability, Pixel's liability will be limited to the greater of the two following amounts: a) the total amount of the Fees that you will have paid us during the month giving rise to that liability; and b) $100 Canadian.

6. We are bound towards you only by the obligations stipulated in your favour herein. We do not undertake to enter into nor to perform or ensure the performance of any user terms with any other user of the Platforms and you may not rely on the fact that such terms are enforceable against any person.

Indemnification

1. You hereby agree to indemnify, defend and hold harmless Pixel and its partners, members, shareholders, officers, directors, employees, consultants, service providers and agents (collectively, the « Pixel Agents ») from any Dispute, any claim, any liability, any damage and any cost, including any third-party Dispute or claim and reasonable legal fees and disbursements, resulting from:

   1. your use of the Platforms, actual or alleged;

   2. your violation of these terms of use, actual or alleged;

   3. your violation of any Applicable law, actual or alleged; or

   4. your violation of the intellectual property rights or of any other right of Pixel, of the Pixel Agents or of another person or entity.

2. We reserve the right to assume the exclusive defence and control of any Dispute, claim or indemnification request, but you will thereby in no way be released from your indemnification obligation.

Pixel's intellectual property

1. All the rights relating to the design, the source code and the appearance of the Platforms, as well as to any material and content accessible on the Platforms belong to Pixel or are the subject of a licence in favour of Pixel. This material is protected by the Applicable laws against any unauthorized copying or reproduction. Any use, reproduction, broadcasting, sale or distribution of this proprietary material without a licence is expressly prohibited.

2. The trademarks that appear on the Platforms belong to Pixel or to its affiliated companies, or are used under licence by the latter, or belong to third parties. You are prohibited from using or displaying those trademarks, except as may be required in order to use the Platforms in accordance with these terms of use. The display of any trademark on the Platforms does not mean that a licence has been granted for the purposes of any other use.

TERMINATION OF THIS AGREEMENT

1. The occurrence of each of the following situations constitutes an event of default (an « Event of default ») under this agreement:

   1. the failure to pay the Fees when due;

   2. the failure to comply with any other undertaking or to perform any other obligation provided for in this agreement that is not remedied within the 5 business days following a notice from Pixel to that effect;

   3. the repeated failure to comply with any undertaking or to perform any obligation provided for in this agreement, whether the situation is the subject of a notice or not; or

   4. you become bankrupt or insolvent or you avail yourself of the provisions of any Applicable law on bankrupt or insolvent debtors or you file a notice of intention to make a proposal; a substantial part of your assets is taken or seized under a writ of execution, an assignment, a pledge, a hypothec, security or any other security interest; a receiver, a trustee or another person is appointed in respect of all or part of your property; if you are a legal person, measures are taken or proceedings are instituted with a view to dissolving or liquidating you or putting an end to your corporate existence.

2. Upon the occurrence of an Event of default, Pixel may, at its discretion, modify, deactivate, limit or delete your User account, or block your access to the Platforms temporarily or indefinitely. If Pixel deletes or deactivates your User account, you may not create another user account without Pixel's authorization.

3. In the event of the permanent deactivation or deletion of your User account, or of the permanent closure of the Platforms, this agreement will be terminated, subject to the following terms which will continue to apply and will survive the termination:

   1. The Licence and Exclusive licence will survive the termination;

   2. your right to the Royalties will be extinguished as of the termination;

   3. The Fees will cease to apply as of the termination and you will receive a final statement of account indicating all the amounts owed to Pixel, which must be paid within 30 days;

   4. any Royalty owed by Pixel and unpaid will be set off against any amount that you owe to Pixel and the balance, if any, will be remitted to you by cheque at the address associated with your User account.

Dealings with third parties

1. Any correspondence or any business relationship with third parties, in particular a merchant, a seller, a service provider or an advertiser found on the Platforms, or through the Platforms, is solely your responsibility and that of the third party concerned. Pixel is not responsible for the damage that your dealings or your transactions with a third party might cause you, including the payment or delivery of products, and the terms, conditions, warranties or representations associated with such transactions. You and the third party, and not Pixel, are responsible for compliance with all the laws applicable to such transactions. You deal and negotiate with those third parties at your own risk.

2. The Platforms may contain links to third-party websites or services provided by entities other than Pixel. Those links are made available to you for your convenience only and Pixel assumes no responsibility as regards the accuracy, the reliability or the relevance of the websites and services of those third parties. Any mention of a third party or of its products or services on the Platforms is for informational purposes only and should not be interpreted as an express or implied recommendation of the advice, the opinions, the information, the products or the services of the third party concerned. Third-party websites and services may be subject to terms and conditions imposed by the operator of the said websites, the owner or licensee of the said products or the provider of the said services. Pixel assumes no responsibility and you release it from all obligation or liability as regards your use or the reliability of any third-party website, product or service.

Confidentiality

The Internet is not a secure means of communication. The confidentiality, the integrity and the authenticity of any communication over the Internet cannot be assured. Pixel is not responsible for the damage that you might incur if you transmit confidential information over the Internet or if Pixel transmits such information to you at your request.

General provisions

1. Compliance. Nothing in these terms of use shall be interpreted as preventing Pixel from taking the measures required to comply with any Applicable law.

2. Waiver. Our failure to enforce any of these terms of use shall not be considered a waiver of any of our rights.

3. Official language. You accept that the official version of this agreement for you is the French version, accessible on each of the Platforms, and it is your responsibility to ensure that you fully understand its terms. [This version in English constitutes a translation provided solely for your convenience, and the French version will govern your relations with Pixel in the event of a contradiction between the two versions.]

4. Assignment. You are prohibited from transferring or assigning your rights and your obligations under this agreement to anyone without our consent. Pixel may freely assign its rights and its obligations under this agreement if it takes part in a merger, an acquisition, a restructuring, a sale of assets or for any other reason.

5. Notices.

   1. You accept that Pixel communicate with you regarding the Platforms and your User account through your User account or at the email address that you provided to us. Any notice to be delivered or transmitted to you will be deemed to have been received when transmitted in that manner.

   2. If you have questions or concerns regarding the privacy policy or your personal information, please contact our privacy officer, at info@pixelguru.com. We invite you to share with us your suggestions on the ways in which we could improve our privacy policy and our personal information protection practices. We may not be able to act on all suggestions; however, the protection of your privacy matters to us and we appreciate your comments.

   3. For any other notice, we invite you to contact Pixel at the following coordinates:

      69, rue de Matagami, Blainville, J7B 1T6
      +1 (833) 974-9487
      info@pixelguru.com

      A response will be sent to you within [48 hours] following receipt of your correspondence.

6. Severability. If any of the provisions of these terms of use were declared invalid, illegal or unenforceable by a court of competent jurisdiction, that provision will be deemed to be severed, and the remaining terms will remain valid and in force.

7. Relationship. The relationship that exists between us under this agreement is that of independent suppliers. We are neither joint venturers nor partners and we do not maintain a relationship of mandatary to mandator or of employer to employee. Neither of us has the power to bind or to represent the other in any manner whatsoever.

8. Jurisdiction. This agreement and all matters relating to the use of the Platforms will be governed by and interpreted in accordance with the laws of the Province of Quebec and the applicable Canadian laws, without regard to conflicts of laws. You acknowledge that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement. Any dispute will be heard in a court in Montreal, Quebec, Canada. To the extent permitted by the Applicable laws, you may settle the disputes submitted only on an individual basis and do not have the possibility of bringing a claim as a plaintiff or as a participant in a class proceeding in the context of a class or collective action.

Definitions. Words or expressions beginning with a capital letter in this policy have the meaning ascribed to them in the terms of use to which this policy is attached or the meaning ascribed to them hereafter:

1. « Personally identifiable information » means the information that makes it possible to identify you if you are a natural person or to identify any natural person who represents you, including an email address or an IP address, as the case may be, but excluding any Shared information;

2. « Demographic information » has the meaning ascribed to it in paragraph 5.1;

3. « Shared information » has the meaning ascribed to it in paragraph 3); and

4. « Personal information » means the Personally identifiable information and the sets or groups of demographic data (or other information that cannot make it possible to identify you), associated with your Personally identifiable information in such a way as to make it possible to identify you quickly and easily.

Collection. In order to provide you with a personalized experience when you use our website, and to provide you with our Services, we collect certain information about you. We know that the protection of your privacy is important, and we are determined to be transparent about the information we collect, the way in which we use it and the reasons for which we use it. By using the Platforms, you consent to the collection, the use, the storage and the disclosure of your information, as described in this privacy policy.

Shared information. Certain information is, by its nature, meant to be shared (the « Shared information »), including for example the User content, the descriptions and the Photos that you send or transact through the Platforms. The Shared information also includes all the Personally identifiable information that you decide to display in the public sections of the Platforms. You consent to the Shared information being shared, communicated and made accessible or available to anyone and displayed publicly on the Platforms or other Pixel sites, as well as in publications printed or offered by Pixel in other formats. Pixel does not control that Shared information nor what third parties may do with it and, by displaying that information publicly, you waive all your rights with respect to the protection of that Shared information.

Personally identifiable information. We may collect certain Personally identifiable information in the context of the Services. We undertake to make reasonable efforts to preserve its confidentiality in accordance with the Applicable laws.

Demographic information.

1. We may collect other information, such as the details of your browsing habits on the Platforms, the data found in « cookies », the history of the links you have clicked on, the raw data on your geographic location (e.g., the city from which you access the Platforms), or any other data that we record and use to learn your interests and personalize your user experience (the « Demographic information »). We recognize that the disclosure of that Demographic information accompanied by Personally identifiable information could compromise your privacy and we undertake to make reasonable efforts to preserve its anonymity in accordance with the Applicable laws, unless we are required to disclose Demographic information accompanied by your Personally identifiable information, including for example, in order to comply with any applicable law, a court order or as necessary to provide you with a Service.

2. You consent to your Demographic information being disclosed without being accompanied by your Personally identifiable information. You authorize us to share this kind of data with third parties, insofar as it is not accompanied by Personally identifiable information.

Authorization.

1. The collection and the use of the Shared information, the Personally identifiable information and the Demographic information are essential to the operation of our business and of our commercial activities, as well as to our ability to provide you with the Services. We collect and use that information, and you authorize us to do so, for the following purpose and objectives:

   1. to establish, maintain and manage our relationship with you;

   2. to communicate with you;

   3. to personalize your user experience of our Platforms;

   4. to send you listings and content adapted to your interests;

   5. to provide you with the Services and to transact the Licence and the Exclusive licence;

   6. to evaluate and improve the Services;

   7. to analyze user habits and market trends;

   8. to carry out accounting and complete transactions; and

   9. to assert our legal rights or to defend ourselves against any Dispute or other legal action.

2. You also authorize us to collect, use and disclose your Shared information, Identification information and Demographic information for any other end or for any other purpose for which we have obtained your consent, whether express, presumed or implied, as may be reasonable in the circumstances. For example, your consent will be implied if you provide Personal information in circumstances where it is obvious that this Personal information will be used, collected or disclosed in order to provide you with a Service that you request. It will also be implied if you are informed of an additional purpose and you continue to use the Platforms.

3. We may collect, use, retain or disclose your Personal information without your consent or without your knowledge, where this is permitted or required by any Applicable law. For example, we might be required to disclose part or all of your Personal information in order to comply with a court order or a subpoena. If it is reasonably possible for us to do so, and to the extent that we are not prohibited from doing so, we will attempt to inform you of our obligation to disclose your Personal information in accordance with the court order.

4. You authorize us to collect and use your financial data (such as your PayPal account number or your credit card number) in order to bill the Fees, but we undertake to dispose securely of that information as soon as it is no longer required to retain it in order to carry out the transactions of your User account or under any Applicable law.

5. You authorize Pixel to send you online surveys and to collect your contact details and Demographic information in order to send you information about the Services. You may at any time refuse to receive those communications by selecting the opt-out option:

   Unsubscribe

Passwords. We do not record your password in our database; however, we record a « digital fingerprint » generated from your password using a cryptographic hash function. Each time you log in, we generate a digital fingerprint from the password you enter and we compare it with the one recorded in our database. If the fingerprints are identical, we know that you have entered the right password. It is impossible for us to decipher your password from the digital fingerprint that we record.

Data sharing. You acknowledge that your computer, your network and your browser may be configured in such a way that certain information is transmitted to us when you use the Platforms. That information may include your IP address, information on the configuration of your computer, in particular the operating system and the browser that you use, the recurring data recorded in « cookies », the information on the pages from which you may have accessed our website using a hyperlink, as well as other information. In addition, while you visit our Platforms, our server may collect information about your visit, such as the pages you consulted, the duration of your visit, the information that you may have provided on virtual forms, as well as various information about your use of the Platforms. You authorize us to collect and use that information to monitor the performance, the functionality and the usefulness of the Platforms, as well as for commercial reasons such as ongoing evaluation, statistical analyses and the improvement of the Platforms and of the Services. Since that information (with the exception of your full IP address) and the information we may derive from it are not Personally identifiable information, you authorize us to use it, collect it and disclose it as we see fit.

Access. Your Personal information may be accessible to our employees, suppliers, advisors, service providers and any other party that requires such information to help us establish, maintain and manage our relationship with you and provide you with the Services. You acknowledge that the disclosure of Personal information to the aforementioned third parties, or the network connections used for connecting to the Platforms or to any other related server or computer network could result in the transmission of Personal information to territories outside Canada, subject to Applicable laws different from those of Canada.

Transfer. Your personal information may be disclosed or transferred in the event of a sale of Pixel's assets, in whole or in part, or of the granting of any interest whatsoever in Pixel, its share capital or its assets, including by any form of commercial acquisition, merger, joint venture or otherwise. Any person who acquires such an interest in Pixel, its share capital or its assets could be granted access to your Personal information in accordance with terms governing the collection, the use and the disclosure that correspond to the terms established in this policy.

Deletion. You may delete your User account at any time when no amount is owed or owing to Pixel.

Deactivate your account

The information in your User account will be retained for 30 days after the date on which all the amounts that are or might be owed to us from time to time have been fully paid. Thereafter, your Personal information will be deleted (unless an Applicable law requires us to retain those records). We may retain the Demographic information indefinitely. The Shared information, such as your submissions, your listings and your comments, could however remain on the Platforms after the deletion of your User account.

Security. We have adopted policies and practices on data security, and we make every possible effort to protect your Personal information against unauthorized access, use and disclosure. However, we may not be held liable for unauthorized access to your Personal information, nor for an involuntary disclosure of your Personal information.

Third parties. You acknowledge that when you use the Platforms, your computer or device could connect to third-party servers that we do not control. This may happen when content hosted on a third party's server is integrated into the content of a page of the Platforms, or if you leave the Platforms to follow a hyperlink. You acknowledge that those third parties may then collect Personal information or other information about you and that we exercise no control over the way in which those third parties collect, use and disclose that information.

Responsibility. We have appointed an officer responsible for the protection of Personal information to oversee compliance with this privacy policy. Requests for information regarding this policy or concerns relating to the collection, the disclosure, the accuracy, the use or the retention of Personal information must be sent to that officer:

69, rue de Matagami, Blainville, J7B 1T6
+1 (833) 974-9487
info@pixelguru.com

You may modify your Personally identifiable information and your Shared information at any time by accessing your User account or by contacting the officer responsible for the protection of Personal information at the coordinates indicated in this Article 14). You may also file a written complaint about non-compliance with this privacy policy with the officer responsible for the protection of personal information, who will conduct an investigation within a reasonable time, and will contact you thereafter. If the officer responsible for the protection of personal information considers the complaint to be founded, Pixel undertakes to take the appropriate measures to rectify the situation.

Amendments. We may amend this policy from time to time at our discretion by posting a revised version on our Platforms. Any amendment will take effect on the date on which it is posted. If you continue to use the Platforms after the posting of a revised version of this policy, you accept the said amendments.

Scope and applicable law.

1. The scope and the application of this policy are limited to what is expressly provided for herein and to the Applicable laws. This policy neither creates nor confers individual rights and does not impose any obligation on us, apart from the rights and obligations imposed by the applicable Laws on the protection of personal information in force in the Province of Quebec.

2. If, in a particular case, this privacy policy were in contradiction with the applicable laws on the protection of personal information, it will be interpreted in that case in such a way as to apply and comply with the said Applicable laws.

3. Any dispute relating to this policy or to our use, our collection or our disclosure of any Personal information will be governed by the Laws of Quebec (and the applicable Canadian Laws), and heard in a court in Montreal, Quebec.