1. The parties, acceptance, and channels

1.1 These Terms of Service (the “Agreement”) are between Pixop ApS, CVR / VAT No. DK39188430, Sverigesgade 5, 3, 5000 Odense C, Denmark (“Pixop”), and the entity that subscribes to, registers for, obtains credentials to, or otherwise accesses or uses the Service (“Customer” or “you”). The Service is intended for business use only and is not offered to consumers. Legal notices to Pixop: legal@pixop.com.

1.2 Acceptance. You accept this Agreement, and enter into it, by any of the following, whichever occurs first: (a) subscribing to the Service through a Marketplace; (b) registering for the Service or obtaining API credentials (including via app.pixop.com or docs.pixop.com); (c) accessing or triggering the Service through a Partner Platform; or (d) otherwise accessing or using the Service. If you are accepting on behalf of an organisation, you represent that you are authorised to bind that organisation, and “you” means that organisation.

1.3 Marketplace terms. Where the Service is offered through a Marketplace that permits a seller’s own terms, this Agreement is Pixop’s terms for that offering and replaces that Marketplace’s standard or default contract to the extent permitted by the Marketplace.

1.4 Negotiated terms prevail. Where you and Pixop have executed a separate Master Service Agreement or Order Form covering the Service, that agreement governs and prevails over this Agreement to the extent of any conflict.

1.5 Access through a Partner Platform. The Service may be accessed or triggered through a third-party platform that integrates with Pixop, such as a media asset management (MAM) system, a content delivery network, or a cloud platform (a “Partner Platform”). Where you access or use the Service through a Partner Platform, this Agreement governs your use of the Service and the Output, and Pixop relies on the Partner Platform to make this Agreement available to you and to obtain your acceptance where required. This Agreement governs the end customer’s use of the Service; any integration, reseller, or referral relationship between Pixop and a Partner Platform provider is governed by a separate agreement and not by this Agreement. The Partner Platform is not responsible for the Service, and Pixop is not responsible for the Partner Platform; each is governed by its own terms.

1.6 Website. This Agreement also governs your access to and use of the Pixop website at pixop.com and its related pages (the “Website”). Where you use only the Website and do not subscribe to or use the Service, only the provisions of this Agreement capable of applying to general website use govern that use (such as acceptable use, intellectual property, confidentiality, disclaimers, limitation of liability, and the general provisions); the provisions specific to subscriptions, Customer Content, Output, metering, billing, and Service access do not apply to you.

2. Definitions

Service - the Pixop Platform, Pixop’s cloud-based video processing and enhancement service, made available through its REST API, the Pixop web application (app.pixop.com), and supported integrations, together with related Documentation.

Pixop Platform - the software, machine-learning models, filters, and processing pipelines that make up the Service, operated within Pixop’s cloud environment.

API - Pixop’s resource-oriented REST API made available through the Service.

Marketplace - an online marketplace through which the Service is offered, subscribed to, and billed, such as AWS Marketplace or another cloud provider’s marketplace.

Partner Platform - a third-party platform that integrates with the Service (such as a MAM system, a content delivery network, or a cloud platform) through which the Customer may access or trigger the Service.

Customer Content - the video, audio, images, data, and other content the Customer submits to the Service for processing.

Output - the enhanced or processed content the Service returns to the Customer from the Customer Content.

Usage - the Customer’s metered consumption of billable functionality of the Service, measured in Pixop credits or another billing unit identified on the applicable channel. Billable functionality may include video processing, storage, data transfer, downloads, and other functionality identified in the applicable pricing documentation.

Documentation - Pixop’s current official technical documentation for the Service that Pixop expressly designates as such (for example, the API reference at docs.pixop.com), excluding marketing pages, blog posts, and changelogs.

Capitalised terms not defined here have their ordinary meaning in the context of a SaaS agreement.

3. License grant and scope

3.1 Subject to this Agreement and to your payment of applicable fees, Pixop grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the term of your subscription or account, for your own business purposes.

3.2 Scope of use. You may use the Service for your own business purposes, including to process content that you own or that you process on behalf of your customers, licensors, or business partners, provided you remain responsible for that use and for compliance with this Agreement. You may not resell, sublicense, or provide standalone access to the Service to third parties without Pixop’s prior written consent.

3.3 Distribution of Output is unrestricted. You may distribute, broadcast, or otherwise exploit the Output without further charge or license from Pixop, as downstream distribution is not additional Pixop processing.

4. Restrictions

The Customer shall not, and shall not permit any third party to:

4.1 reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, or architecture of the Service or the Pixop Platform, except to the extent this restriction is prohibited by applicable law;

4.2 systematically use the Service, the Pixop Platform, or the Output to extract, replicate, train, fine-tune, or develop a model or technology intended to reproduce or compete with the material functionality of the Pixop Platform;

4.3 copy, modify, or create derivative works of the Service or its underlying software, other than the Output you are licensed to create;

4.4 circumvent, disable, or interfere with the metering, usage limits, security, or access controls of the Service; or

4.5 access or use the Service to build a competing product or service.

5. Acceptable use and Customer responsibilities

5.1 You are responsible for your account and for all activity under it, and for maintaining the security of your API keys and other access credentials. You must promptly notify Pixop of any unauthorised use.

5.2 You shall not use the Service to store, process, or transmit content that: (a) infringes or misappropriates any third party’s intellectual property or other rights; (b) is unlawful, or violates any applicable law or regulation; or (c) contains malware or other harmful code.

5.3 Rights in Customer Content. You represent and warrant that you hold all rights, consents, and licenses necessary to submit the Customer Content to the Service and to have it processed into the Output, and that Pixop’s processing of the Customer Content as permitted here will not infringe any third party’s rights or violate any law.

5.4 You shall not intentionally use the Service to process special categories of personal data (as defined under applicable data protection law) as a distinct dataset, or other highly sensitive information, unless expressly agreed with Pixop in writing. This restriction does not apply to personal data that appears only incidentally within general audiovisual Customer Content.

5.5 Prohibited uses. In addition to the restrictions in Section 4, you shall not use the Service or the Output: (a) for any unlawful purpose or to solicit or participate in any unlawful act; (b) to violate any international, national, state, or local law, regulation, or rule; (c) to infringe or misappropriate Pixop’s or any third party’s intellectual property rights; (d) to harass, abuse, defame, or discriminate against any person on the basis of gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (e) to submit false or misleading information; (f) to upload or transmit viruses or any other malicious code; (g) to spam, phish, pharm, spider, crawl, or scrape; (h) to store, process, or transmit child sexual abuse material, non-consensual intimate imagery, or other content that is unlawful; or (i) to interfere with or circumvent the security or metering features of the Service. Pixop may suspend or terminate your use for any breach of this Section.

5.6 Compliance with laws. You remain solely responsible for compliance with all laws applicable to your use of the Output.

5.7 Monitoring and telemetry. Pixop may collect and use service telemetry and monitor use of the Service for purposes including security, billing, troubleshooting and support, service operation and improvement, capacity planning, fraud prevention, and legal compliance.

6. Customer Content, Output, and intellectual property

6.1 Your content. As between you and Pixop, you own and retain all rights in the Customer Content and in the Output. Pixop claims no ownership of either.

6.2 License to process. You grant Pixop a limited, non-exclusive, worldwide license to host, process, and transmit the Customer Content solely as necessary to provide the Service and produce the Output, and for no other purpose. Pixop will not use the Customer Content or the Output to train, fine-tune, validate or improve its models except with your separate written consent.

6.3 Pixop’s intellectual property. Pixop retains all right, title, and interest in and to the Service, the Pixop Platform, and all related software, models, and documentation, including all improvements, modifications, and derivative technology relating to the Service, and all intellectual property rights therein. No rights are granted to you other than the license expressly set out in this Agreement.

6.4 Feedback. Pixop may freely use any feedback you provide about the Service, provided Pixop does not identify you as the source or disclose your confidential information.

7. Fees, metering, and taxes

7.1 Metering and billing. The Service is offered on a pay-as-you-go and/or subscription basis as described on the applicable channel. Pixop meters your Usage and bills it through the applicable channel: where you subscribe through a Marketplace, your Usage is metered and reported to that Marketplace, which bills you under your agreement with it; where you contract with Pixop directly, Pixop bills you through its payment provider (for example, Stripe). Metered charges are generally non-refundable, except as required by law or as provided in the refund policy published on the applicable channel.

7.2 Pricing. Rates are as published on the applicable channel (the relevant Marketplace listing or the Pixop pricing page), which is the authoritative source of the applicable prices and billing units.

7.3 Taxes. Prices exclude taxes. You are responsible for all applicable taxes other than taxes on Pixop’s income, handled in accordance with your billing relationship for the applicable channel.

8. Beta and preview features

8.1 Pixop may make beta, preview, or experimental features of the Service available to you. Such features are provided “as is”, may be modified, suspended, or withdrawn at any time, and are excluded from any warranties, service commitments, and indemnities under this Agreement.

9. Data protection

9.1 Each party will comply with applicable data protection law, including the GDPR, in relation to any personal data processed in connection with the Service.

9.2 Data Processing Agreement. Where Pixop processes Personal Data contained in Customer Content on your behalf, Pixop acts as Processor and you act as Controller, or as Processor on behalf of a third-party Controller, as applicable. The Pixop Data Processing Agreement available at https://www.pixop.com/data-processing-agreement, and Pixop’s current Sub-processor List available at https://www.pixop.com/sub-processors, are incorporated into this Agreement by reference, each as in effect from time to time. The DPA is updated in accordance with its own change provision, which carries the same thirty (30) days’ notice, the same absence of retroactive effect and the same termination right on a materially adverse update as §17.7; changes to the Sub-processor List are governed only by the notice and objection mechanism in the DPA. If the DPA conflicts with this Agreement concerning the Processing of Personal Data, the DPA prevails.

9.3 Processing locations. Customer Content and other Personal Data that Pixop processes on your behalf are processed in the locations described in the DPA and the current Sub-processor List. Account, billing, payment, security, audit, fraud-prevention, telemetry, administrative and compliance data that Pixop processes for its own business purposes is processed by Pixop as Controller under the Pixop Privacy Policy. Where Personal Data is transferred outside the EEA, Pixop applies a valid transfer mechanism under applicable Data Protection Law in the capacity relevant to that processing.

10. Security Personal Data may persist in Pixop’s routine backups after deletion from active systems. Such backups are retained on a rolling basis and are overwritten or deleted in the ordinary backup cycle, in any event

10.1 Pixop maintains commercially reasonable administrative, technical, and organisational safeguards designed to protect the confidentiality, integrity, and availability of the Service and the Customer Content.

10.2 Pixop may modify its security measures from time to time, provided the overall level of protection is not materially reduced.

10.3 Customer reporting of security incidents. If Customer becomes aware of, or reasonably suspects, a security incident relating to the Service - including unauthorised access to Customer’s account, Customer Content or Output, compromised credentials, unintended disclosure of Customer Content or Output, or access to data belonging to another customer - Customer shall notify Pixop without undue delay at security@pixop.com.

The report should include, where available:

a. Customer’s name, company, and contact details;

b. the affected Pixop account, user, or part of the Service;

c. the date and time the suspected incident was identified;

d. a description of the suspected incident and its potential impact; and

e. relevant timestamps, request identifiers, IP addresses, logs, or screenshots.

Customer must not include passwords, active API keys, authentication tokens, or unnecessary personal data in the report. Where Customer does include a credential, Pixop may treat that credential as compromised and revoke or rotate it.

10.4 Pixop’s response. Pixop will acknowledge receipt of a report under §10.3, assess and investigate the suspected incident, and may request additional information reasonably required for the investigation. Pixop will take reasonable steps to contain, mitigate, and remediate any confirmed security incident relating to the Service.

Pixop will notify Customer without undue delay after confirming a security incident affecting the Service that is relevant to Customer, including any incident that affects, or is reasonably likely to affect, Customer’s account, Customer Content, or Output.

10.5 Good-faith reporting. A report made in good faith under §10.3 is not a breach of Section 4, provided that Customer does not exploit or extend the matter reported, does not access data beyond what was necessary to identify it, and does not disclose it publicly before Pixop has had a reasonable opportunity to remediate.

10.6 Relationship to the DPA. Where a security incident involves Personal Data, the Personal Data Breach obligations in the DPA identified in §9.2 govern as between the parties. This Section 10 is in addition to those obligations and does not vary them.

11. Confidentialitythirty (30) days after Pixop posts it at https://www.pixop.com/data-processing-agreement or notifies the Customer under the Agreement, whichever is earlier

Each party will protect the other’s non-public information disclosed in connection with the Service using reasonable care, and will use it only to perform under, or exercise its rights under, this Agreement. This obligation does not apply to information that is or becomes public through no fault of the receiving party, is independently developed, or is lawfully received from a third party without restriction. Each party may disclose the other’s confidential information to its personnel, affiliates, and professional advisers on a need-to-know basis and under equivalent confidentiality obligations, and where required by law, regulation, or court order, provided that (where lawful) it gives prompt notice so the other party may seek protective measures. The confidentiality obligations in this Section survive for five (5) years after disclosure, and indefinitely for any information that constitutes a trade secret.

12. Warranties and disclaimer to Processing already carried out.

12.1 Pixop warrants that it will provide the Service with reasonable skill and care and in accordance with the Documentation.

12.2 Disclaimer. Except as expressly stated in this Agreement, the Service is provided “as is” and “as available”, and Pixop disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Pixop does not warrant that the Service will be uninterrupted or error-free, that the Output will meet your requirements, or that any particular level of enhancement quality will be achieved for a given input. You are solely responsible for evaluating and verifying the Output before relying on, publishing, or distributing it, and Pixop is not liable for any decision made or action taken in reliance on the Output. Your use of the Service and the Output is at your own risk.

13. Suspension

13.1 Pixop may suspend your access to the Service, in whole or in part, immediately and without liability where reasonably necessary to protect the Service or other customers or to comply with applicable law, including where Pixop reasonably determines that: (a) your use poses a material security or operational risk to the Service or to other customers; (b) your use breaches Section 4 (Restrictions) or Section 5 (Acceptable use) or is unlawful or fraudulent; or (c) amounts owed directly to Pixop are overdue, or the applicable Marketplace suspends or terminates your subscription or indicates that you no longer have a valid entitlement.

13.2 Pixop will limit any suspension to what is reasonably needed to address the issue and will restore the Service promptly once the issue is resolved. Suspension does not relieve you of your payment obligations for Usage incurred.

14. Term and termination

14.1 This Agreement runs from your acceptance until your subscription or account ends or is terminated.

14.2 Either party may terminate for cause if the other commits a material breach that remains uncured 30 days after written notice. You may stop using and cancel the Service at any time through the applicable channel, subject to that channel’s cancellation terms. Pixop may terminate immediately on a material breach affecting the security of the Service, the Pixop Platform, or the integrity of the licensing model.

14.3 Effect of termination. On termination or expiry: (a) your right to access and use the Service ends and access may be disabled immediately; (b) you are responsible for retrieving your Customer Content and Output before termination; (c) Pixop will permanently delete remaining Customer Content and Output from its active systems no later than thirty (30) days after termination, unless applicable law requires longer retention, and Pixop may delete such content earlier, including shortly after cancellation or termination. Copies may persist in Pixop’s routine backups until overwritten or deleted in the ordinary backup cycle, as described in the DPA; and (d) Pixop may retain account, billing, security, audit, and compliance records for as long as reasonably necessary or required by applicable law.

14.4 Re-subscription. If Pixop terminates or suspends your access for a breach of this Agreement, you may not re-subscribe to or resume use of the Service without Pixop’s prior written consent, and Pixop may take reasonable steps to prevent further unauthorised use.

14.5 Survival. Sections 4, 6.1, 6.3, 6.4, 11, 12.2, 15, 16, and 17, and any other provision that by its nature should survive, survive termination or expiry of this Agreement. The licence to access and use the Service (Sections 3 and 6.2) ends on termination, and Pixop’s security obligations under §§10.1 and 10.2 continue only for as long as Pixop retains Customer Content or Output. Sections 10.3 to 10.6 survive termination or expiry, so that a security incident identified or confirmed after termination is still reported, investigated and notified.

15. Limitation of liability

15.1 To the fullest extent permitted by applicable law, in no event will Pixop or its affiliates, directors, officers, employees, agents, suppliers, or licensors be liable to you or to any third party for any indirect, incidental, special, punitive, cover, or consequential damages, including loss of profits, revenue, sales, goodwill, use of content, business interruption, or loss of data, however caused and under any theory of liability, even if advised of the possibility of such damages.

15.2 To the maximum extent permitted by applicable law, the aggregate liability of Pixop and its affiliates, directors, officers, employees, agents, suppliers, and licensors arising out of or relating to the Service and this Agreement will not exceed the total fees paid by you for the Service in the twelve (12) months preceding the first event or occurrence giving rise to the liability. This limitation applies even if the remedy fails of its essential purpose. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence and liability for fraud or fraudulent misrepresentation.

15.3 Pixop is not liable for any loss of or damage to Customer Content or Output. You are responsible for maintaining your own copies of Customer Content and for retrieving the Output. Except as expressly provided in Section 14.3 or the applicable Documentation, Pixop has no obligation to store or retain Customer Content or Output.

16. Indemnity

16.1 You will defend Pixop against third-party claims arising from your Customer Content or your use of the Service in breach of this Agreement, and will pay resulting costs and damages finally awarded or agreed in settlement.

16.2 Pixop does not provide an indemnity under these self-serve Terms. Where an intellectual-property or other indemnity from Pixop is required, it is available under a negotiated Master Service Agreement.

16.3 Procedure. The party seeking indemnity will give the indemnifying party prompt written notice of the claim and reasonable cooperation (at the indemnifying party’s expense), and the indemnifying party will have control of the defence and settlement, provided that it will not, without the indemnified party’s prior written consent, enter into any settlement that admits fault by, or imposes any non-monetary or unindemnified obligation on, the indemnified party.

17. General

17.1 Relationship to marketplaces and third parties. This Agreement is between you and Pixop only. No Marketplace operator and no Partner Platform through which you access or pay for the Service is a party to this Agreement or has any liability or obligation under it, and none of them is responsible for the Service.

17.2 Support and availability. Support for the self-serve Service is provided on a reasonable-effort basis during business hours (Monday to Friday, excluding Danish public holidays). Pixop targets commercially reasonable availability of the Service but provides no service-level agreement or uptime commitment under these self-serve Terms.

17.3 Governing law and disputes. This Agreement is governed by the laws of England and Wales, excluding its conflict-of-laws principles. Before bringing any action, the parties will attempt to resolve the dispute informally in good faith for 30 days, except that either party may seek immediate injunctive relief for a breach of confidentiality or intellectual property. Any dispute not so resolved will be finally settled by arbitration under the ICC Rules by a single arbitrator, conducted virtually, seat London, in English; the prevailing party may recover its reasonable costs. Notwithstanding the foregoing, either party may bring proceedings to recover undisputed amounts due, or to seek urgent injunctive relief, in any court of competent jurisdiction.

17.4 Compliance; export and sanctions. Each party will comply with applicable law, including export-control and sanctions regimes. You will not use the Service in breach of any embargo or sanction, and you represent that, to your knowledge and having implemented reasonable controls, neither you nor your users are located in, or ordinarily resident in, a jurisdiction subject to comprehensive sanctions, or are persons with whom dealing is prohibited under applicable sanctions or export-control laws.

17.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

17.6 Assignment. You may not assign this Agreement without Pixop’s prior written consent, except to a successor of your business. Pixop may assign to an affiliate or successor.

17.7 Entire agreement; precedence; changes. This Agreement, together with the applicable channel’s listing, pricing, and Documentation it references, is the entire agreement for the self-serve Service and supersedes prior understandings on that subject. If there is a conflict between documents forming part of the Agreement, the following order of precedence applies: (a) a separately executed Master Service Agreement or Order Form; (b) the DPA, solely in relation to the Processing of Personal Data; (c) the applicable Marketplace listing or order-specific terms, solely in relation to pricing, billing units, subscription scope, duration, cancellation, and other expressly stated commercial terms; (d) these Terms; and (e) the Documentation. Pixop may update this Agreement from time to time. An updated version takes effect for existing customers thirty (30) days after Pixop posts it at pixop.com/terms-of-service or notifies Customer under §17.8, whichever is earlier, and continued access to or use of the Service after that date constitutes acceptance of the updated version. Pixop will give direct electronic notice under §17.8 of a materially adverse update at least thirty (30) days before it takes effect. Where an update is materially adverse to Customer, Customer may terminate this Agreement before the update takes effect by ceasing use of the Service and notifying Pixop, and Pixop will refund any unused prepaid credits on a pro-rata basis, or, where the Service was purchased through a Marketplace or Partner Platform, will process that refund through the channel in accordance with §7.1. No update applies retroactively to Usage already incurred, to fees already invoiced, or to the scope of a Marketplace subscription term already purchased, which continues on the terms accepted at subscription for the remainder of that term. The DPA is updated under its own change provision rather than under this paragraph, on equivalent terms; and the Sub-processor List may be updated in accordance with the notice and objection mechanism in that DPA.

17.8 Notices. Notices under this Agreement may be given electronically, including to the email address associated with your account or your Marketplace subscription. Notices to Pixop may be sent to legal@pixop.com.

17.9 Accuracy of Website information. Information on the Website may occasionally contain typographical errors, inaccuracies, or omissions relating to descriptions, pricing, promotions, or availability. Pixop may correct any such errors and change or update information at any time without prior notice, and undertakes no obligation to update information on the Website except as required by law.

17.10 Links to other resources. The Website and the Service may link to third-party resources. Pixop does not imply any endorsement of, and is not responsible for, such resources or their content, products, or services. Your use of any third-party resource is at your own risk and subject to that resource’s own terms.

17.11 Severability; no waiver. If any provision is held unenforceable, the remainder continues in effect. A failure to enforce a provision is not a waiver.

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