Terms of Service
Last update: 03-23-2023
Welcome to Npixel!
Please note that section 9 contains a binding arbitration clause and class action waiver that may affect your rights for resolving any dispute with us.
1.1 Additional Terms
Some of the Services are subject to and governed by additional terms, conditions, rules, or guidelines on permissible use (the “Additional Terms”). We will make these Additional Terms available to you through the applicable service, in which case your acceptance of such Additional Terms is required before you may use the applicable service. If any of the covenants of this agreement conflict with any terms and conditions of the Additional Terms, the Additional Terms shall supersede this agreement with respect to the subject matter addressed in the Additional Terms.
1.2 Ability to Accept Terms of Service
You affirm that you have reached the age of the majority where you live, or possess legal parental or guardian consent to enter into a binding contract if you are under the legal age of majority. We strongly recommend that any parent or legal guardian of children read this policy before your children use our service for any purpose. Except where their parent or guardian has provided lawful consent (to the extent this option is available in your jurisdiction), children must not use our service for any purpose. If you permit your minor child or legal ward (collectively, your “Child”) to access and use any Services, including creating an account, playing any game, or using the MetaPixel platform and our websites, you agree: (a) to these Terms of Service on behalf of yourself and your Child, and (b) to take responsible for all actions taken by your child and damages caused by, arising out of, or in connection with his or her uses of the Services, regardless of whether you specifically authorized any such action.
You represent and warrant that you are legally permitted to use the Services in your jurisdiction, including owning blockchain assets and engaging with them in any way. You further represent and warrant that you are in charge of ensuring compliance with local laws of your jurisdiction and agree that Npixel is not responsible for your compliance or non-compliance with such laws.
1.4 Limited License
Npixel owns, has licensed, or otherwise has rights to use all of the content that appears in the MetaPixel platform, in the games, and on our websites (collectively, the “Platform(s)” or “MetaPixel Platform”), including software and artworks that appears within the games. You agree that you have no right to or title in any content that appears in the Platform or any other attributes associated with an Account, except for crypto currencies and crypto collectibles you own, such as Aptos tokens (APT) or Non-Fungible Tokens (NFTs).
Subject to your agreement and continuing compliance with the Terms of Service, including the Policy, you may access and use the Service for your personal, non-commercial, entertainment use only. The Services are licensed, not sold, to you on a limited, revocable, non-sublicensable, non-transferable, and non-exclusive basis. You may not modify, copy (except for a single backup copy and transient copying required to operate the Services), distribute, transmit, display, perform, reproduce, publish, create derivative works from or adapt, sell, rent, lease, sublicense, or otherwise transfer or make available the Services or any portion thereof. License covers the updates, expansions, and additional components provided by NPIXEL.
Your license is automatically rescinded and terminated if you breach any provision of the Terms of Service or the Policy. In any event, we may, at any time, revoke the limited license granted to you in our sole discretion. We may also restrict your access to and use of the Services entirely or in part, as well as to delete your account and any associated data, without incurring any liability to you. You may not be entitled to reimbursement for damages incurred by any loss of cryptocurrency or virtual goods in your account caused by prohibition of access to your account by the reason of the cancellation of the limited license or changes to our Services, or by any other reasons.
You shall not share your account information, login credentials, or private keys, nor let anyone else access the account or do anything else that might jeopardize the security of your account. You are solely responsible for maintaining the confidentiality of your login credentials, including all types of purchases, whether or not authorized by you. You are fully responsible for anything that happens with and through the account. NPIXEL reserves the right to remove or reclaim any usernames (such as user ID, character name, guild name, or any other display name used in the game) at any time and for any reason, including but not limited to claims by a third party that a user who uses the username violates or infringes upon the third party's rights.
Notwithstanding anything to the contrary in the policy, you acknowledge and agree that you shall have no ownership or other property interest in your account, and you further acknowledge and agree that all rights in and to the account are and shall forever be owned by and inure to the benefit of Npixel.
You need a third-party wallet that enables blockchain transactions in order to use some portion of the Services. You may create a third-party wallet after you create and sign into your account. If you create the wallet, your account will be associated with your linked blockchain address and display the cryptocurrency and NFTs related to the Services for that blockchain address. Also, you may access an interface that enables you to execute instructions directly on the blockchain network, check your balances of blockchain assets, and initiate transactions using blockchain assets that are compatible with the wallet.
Please note that Npixel does not act as a wallet provider, exchange, broker, financial institution, money services business, or creditor. We do not have custody over or control over the NFTs or blockchains you are engaging with, and we do not execute or effectuate purchases, transfers, or sales of NFTs without your consent. You agree that you are using the wallet under the terms and conditions of the applicable provider of the wallet, and you must accept those terms before creating the wallet.
You are solely liable for maintaining the security of your wallet, and you should never share your wallet credentials or seed phrase with anyone. Moreover, you are solely responsible for anything that happens with and through your account and any associated wallet. Npixel is not liable for any actions or inactions you take related to your account or as a result of your account's or wallet's compromise. If you have any issue related to your wallet, please contact your wallet provider. If you discover or otherwise suspect any security issues related to the Service or your Account, you agree to contact our customer service team.
You bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs ( the “NFT Assets” ) that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on [Marketplace] will always remain visible and/or available to be bought, sold, or transferred. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing their purchase terms.
3. Game Services
3.1 Game Services
Npixel may present and provide game services to you through the MetaPixel Platform. To play the game you must first create your own account. Within the game, account holders may purchase virtual game-specific items (the “Virtual Items”) with virtual currency in the game (the “Virtual Currency”) or a real money (fiat). You may convert the Virtual Items to the NFT Assets that can be used in cross-platform, which are wholly owned, possessed, and controlled by the account holder. Account holders may also purchase the NFT Assets from another user via a third party marketplace accessible within the Services and other Aptos NFT marketplaces.
Npixel may provide you with updates as they are made generally available by Npixel in its sole discretion. You acknowledge and agree that Npixel may provide updates to you remotely and automatically, including, without limitation, by accessing the device on which you use the Services. Any updates provided or made available by Npixel are part of the Services and will be subject to Terms of Service.
3.3 Purchase Terms
Some of our games may be described as a “free to play” within the description page of application marketplaces.
You may download and play such games free of charge, but they may charge real money for additional game content.
To the extent permitted by applicable law, you agree and acknowledge that Npixel is not required to provide a refund for any reason, and that you will not receive money or other compensation for unused Virtual Items when an account is closed, whether such closure was voluntary or involuntary. You agree that you will never assert or bring any claim or suit against Npixel, its licensors or third party providers, or any employees of any of the above, which is related to or based on:
- (a) a claim for the "value" of virtual currency if Npixel deletes them (or suspends, deactivates, or terminates your account);
- (b) a claim for the "value" of virtual currency that you may lose if Npixel does anything that it is entitled to do pursuant to any provision of policy, or
- (c) a claim for any malfunctions and/or bugs in our Service;
Your purchase of Virtual Currency or Virtual Item is final and is not refundable, exchangeable, and transferable, except in Npixel's sole discretion, except as expressly required by applicable law. You agree to pay all fees, charges, and applicable taxes incurred by you. Npixel may revise the pricing for the goods and services it licenses to you through the Service at any time. Npixel shall have no liability to you or any third party in the event that Npixel exercises such rights.
You understand that Virtual Items and Virtual Currencies are provided solely for your entertainment use, and that you have a limited license to use them under the Npixel Policy, not the ownership interest in them. Any cryptocurrency or virtual currency balance shown in your account are not financial or investment instruments of any kind and do not constitute a real-world balance or reflect any stored value at all, but instead constitutes a measurement of the extent of your license. Npixel is not liable for any value attributable to, or fluctuations in, or loss in, the value of, the cryptocurrency or virtual currency.
Npixel prohibits and does not recognize any purported transfers of the Virtual Items or Virtual Currency effectuated outside of the Service, or the purported sale, gift, or trade in the “real world” of anything that appears or originates in the Service, unless expressly authorized by Npixel. Any such transfer or attempted transfer is prohibited and void, and may subject your account to termination.
Please be reminded that deletion of your account does not have any effect on your ownership of blockchain assets and blockchain assets will remain in your blockchain address. The policy regarding refund, transfer, or any other issues related to NFTs may be outlined in other parts of these Terms or a separate policy.
We may send local or push notifications to your device and applications to make you aware of game updates, promotional events, new game information, and other relevant messages regarding the game service. You can manage push notifications from the “options” or “settings” page within the relevant game. You may also be able to manage them from your device or web or launcher's settings page for the relevant game.
We will not send any promotional e-mail or SMS notification to your e-mail account or device unless we obtain affirmative express consent from you in compliance with any applicable laws or regulations.
4. Code of Conduct
You agree that, while using the NPIXEL Service, you will not, under any circumstances (note that the following guidelines are not exhaustive, and may not address all manner of offensive behavior. As such, we reserve the right to evaluate each incident on a case by case basis):
- send, post, transmit, or make available any material or information or links to website containing such material or information that may be abusive, threatening obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive, or that may promote other illegal or harmful activities;
- stalk, harass, threaten, or defraud other users or any members of our support personnel;
- use, develop, or distribute any robot, spider, unauthorized script, unauthorized scraper or offline reader, or any other cheat, mod, hack or the like, or any unauthorized third-party software designed to modify or interfere with or provide automated access to or use of the Service;
- interfere with or disable any security-related features of the Service, or any part thereof;
- damage, disable, overburden, or impair the Service, including, without limitation, by (a) sending, posting, transmitting or distributing anything that contains a virus, spyware, or other illegal or harmful material intended to damage or interfere with the Service or (b) attempting to disrupt servers that relate to the Service;
- make improper use of our support services, including, without limitation, by submitting false abuse reports;
- misrepresent the source, identity, or content of information sent, posted, transmitted, or made available via the Service;
- create a false identity or impersonate another person or entity, including, without limitation, identities falsely indicating that you are NPIXEL's official or representative, message board or community board moderator, another user or host, or that you are a celebrity or public figure, or falsely state or misrepresent your affiliation with a person or entity, or deceive or mislead the addressee about the origin of such messages or communicates any information;
- decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any code, underlying ideas, or algorithms of any part of the Service;
- modify any part of the Service without NPIXEL's prior written consent;
- send, post, transmit, or make available any content or information that may infringe any person or entity's intellectual property rights or other property or personal rights, including rights of privacy and publicity;
- buy, sell, trade, or advertise to sell any virtual currency or items or game account for commercial purposes;
- send, post, transmit, or make available any unsolicited or inappropriate content or other unsolicited or unauthorized commercial or promotional content, information, or communications without NPIXEL's prior written consent;
- develop, distribute, or publicly inform other users of “auto” software programs, “macro” software programs, or other “cheat utility” software programs or applications in violation of the applicable license agreements;
- exploit, distribute, or publicly inform other users of any game error, miscue, or bug which gives an unintended advantage;
- reproduce, distribute, promote, or commercial use of information obtained from the Services;
- collect or attempt to collect any personal information about any users or to disclose such information;
- share your login credentials or private keys or other information that let anyone else access your account;
- access another user's account without permission;
- make unauthorized use of someone else's payment information;
- assist, permit, or encourage any party in engaging in any of the activities described in the above listing; and
- use the Service for money laundering, for terrorist activities, or in any manner that may violate any applicable laws or regulations that apply to you or Npixel, or is prohibited by the Policy.
5. Intellectual Property Rights
Npixel reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the MetaPixel Platform. You may not copy, imitate or use, in whole or in part, any content in the Platform, without our prior written permission.
NPIXEL owns, has licensed, or otherwise has the right to use all of the content and materials that are a part of the Service, including, without limitation, designs, text, graphics, pictures, video, information, applications, software, music, sound, other files, user accounts, virtual items, and virtual currencies, and their selection and arrangement, which are all protected by law from unauthorized use. The entire content of the Service is copyrighted under the United States copyright laws and relevant laws of other jurisdictions, and may not be copied, imitated or used, in whole or in part, without our prior written permission.
All trademarks, trade names, trade dresses, logos, and service marks displayed on the Services, Platforms, or other external platforms are registered or unregistered trademarks of Npixel. The “look and feel” of the Service also constitutes the service mark, trademark or trade dress of Npixel. All other third-party trademarks, registered trademarks, and product names mentioned on the Service are the property of their respective owners. Those properties may not be copied, imitated or used, in whole or in part, without the permission of the applicable intellectual property rights holder.
5.2 User Content
You are and will remain solely responsible for all communications, images, videos, sounds, content or part of the content of databases, databases, content and any other materials or information that you upload or transmit through the Services, including without limitation any text, voice transmissions or recordings, or gameplay clips/screenshots (the “User Content”). By transmitting, submitting, or posting any User Content while using the Service, you affirm, represent, and warrant that such transmissions or submissions or postings are (a) accurate and not confidential; (b) not in violation of any applicable laws, contractual restrictions, or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the User Content; and (c) free of viruses, adware, spyware, worms, or other malicious code. NPIXEL assumes no responsibility for illegal content or the conduct of any user submitting any User Content, or dispute between the users arising out of or related to the User Content, or for the failure of monitoring any User Content that may be inappropriate under the Policy.
You hereby grant NPIXEL a royalty-free, perpetual, irrevocable, fully transferable and sublicensable, non-exclusive, worldwide right and license to use your User Content in any and all media in any manner and for any purpose (including without limitation commercial, advertising, and promotional purposes) to the greatest extent permitted by applicable law, including without limitation the rights to reproduce, copy, modify, perform, display, publish, distribute, broadcast, transmit, or otherwise communicate to the public, or create derivative works from or adapt, use or otherwise exploit by any means whether now known or unknown and without any further notice or compensation to you of any kind. To the extent permitted by applicable law, you waive any moral rights of paternity, publication, reputation, or attribution with respect to NPIXEL's and other players' use and enjoyment of User Content in connection with the Services. The license grant to NPIXEL, and the above waiver of any applicable moral rights, survives any termination or expiration of the Terms of Service. You acknowledge and agree that NPIXEL may reject, refuse to post, delete, or edit any User Content for any reason at its sole discretion.
We appreciate all comments, feedback, and suggestions for improvements to the Service (the “Feedback”). You understand and agree that any submission of the Feedback does not and will not grant you any right, title, or interest in the Service or in any such Feedback. You agree that Npixel may use and disclose the Feedback in any manner and for any purpose without further informing you, paying you, or requiring you to retain any ownership rights or other claims. You hereby assign to Npixel any and all rights, titles, and interests (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
5.3 Notice of Copyright Infringement
NPIXEL respects the intellectual property of others, and we ask our users to do the same. NPIXEL may, in appropriate circumstances and at our discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright or trademark infringement, or your intellectual property rights have been otherwise violated, please provide NPIXEL team with the following information:
- (a) an electronic or physical signature of the rightsholder or the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- (b) a description of the copyrighted work or other intellectual property that you claim has been infringed;
- (c) a description of where the material that you claim is infringing is located on the site;
- (d) your address, telephone number, and email address;
- (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
NPIXEL's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
Npixel Co., Ltd.
Attn : Legal Affair Agent
14F, Center Field West Tower, 231, Teheran-ro, Gangnam-gu, Seoul, 06142 Republic of Korea
E-mail : email@example.com
You must be the rightsholder or someone authorized to act on behalf of the rightsholder, before we can process your infringement claim regarding content on the Service. Please be aware that we will send your notice of intellectual property infringement, along with your contact information, to the party whose content will be removed so they understand why it is no longer be accessible on the Platform and can contact you to resolve any dispute.
6. Third Party Service and Advertising
6.1 Third Party Services and Links
The Services may be made available to you through third-party services. The Services also may link to or include third-party services or content (including without limitation User Content posted in forums). We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such third-party services, content, or devices. These third parties may require you to install additional software, register for additional accounts, agree to additional terms and conditions, or take other actions before using the Services. Use of any third-party services, content, or devices is at your own risk and is subject to the third party's terms and conditions. Under no circumstances will NPIXEL be responsible or liable in connection with your reliance on or use of third-party services, content, or devices.
When using our Services, your device may connect to or utilize third-party networks, and you may incur fees based on your use of those networks. You are solely responsible for any and all costs and fees in connection with accessing and using the Services, including without limitation internet service provider fees, telecommunications fees, text messaging fees, excess broadband fees, and the costs of any and all devices and equipment used in connection with the Services.
NPIXEL may feature advertisements from third parties or provide links on the Service to third party websites, applications, or vendors who may invite you to participate in a promotional offer in return for receiving an optional component of the Service and benefits (such as the Virtual Items or Virtual Currency). Although we might not alert you that you have left our Service, when you click on a link to, or access and use, these third party websites or applications, you are subject to the terms and conditions (including privacy policies) of that website or location. Any charges or obligations you incur in your dealings with these third parties are your sole responsibility. NPIXEL makes no representation or warranty regarding any content, goods, and/or services provided by any third party, and will not be liable for any claim relating to any third party content, goods, and/or services. The linked sites are not under the control of NPIXEL and may collect data or solicit personal information from you. NPIXEL is not responsible for their content, business practices, or privacy policies, or for the collection, use, or disclosure of any information those sites may collect. You use all links in these third-party websites and applications and their materials at your own risk.
7. Termination of Service
7.1 Termination or Suspension by Npixel
Npixel may limit, suspend, or terminate your use of the Service and account if we have a reasonable belief that you fail to comply with any portion of the Policy. NPIXEL reserves the right to stop providing or supporting any part of the Service or a particular game at any time either permanently or temporarily, at which point your license to use the Service or a part thereof will be automatically terminated or suspended. In such an event, NPIXEL is not required to provide refunds, benefits, or other compensation to users in connection with such discontinued elements of the Service.
7.2 Termination by Users
- Users may apply for termination to delete your account and to stop using the Services. To apply for termination, you should first sign into the Metapixel Platform.
- Upon termination, user information will not be deleted from our system for up to sixty (60) days.
- During the period above, the stored information will be used to facilitate re-registration, to prevent misuse, and to provide customer support.
- To have your information deleted immediately, please contact our customer support team. Upon your request, your information will be deleted immediately.
- However, we may not delete some information immediately, if required by relevant laws and regulations.
7.3 Re-registration by Users
- Before the user information record is deleted, the user who previously terminated their use of the Services may re-register using the same account details, and existing user data can be used as is upon re-registration.
7.4 Wallet Policy for Termination and Re-registration
- After the existing user data has been completely deleted, you will lose your right to access the data stored in your account and you will not be able to connect the previous wallet to your account.
- If you have created the wallet and if you have any blockchain assets remaining in the wallet, we strongly recommend that you dispose or transfer the blockchain assets to another wallet before you apply for termination.
- After the existing user data has been completely deleted, we will not be able to provide any assistance concerning wallet, including blockchain assets remaining in the wallet. Please review and consider carefully before applying for termination.
Npixel may ask you to submit additional information to verify your identity, before we process your request for termination.
To find out the policy on refunds, benefits, or other compensation to users in connection with a termination or discontinued elements of the Service, please see Section 3.3.
8. Disclaimers and Indemnifications
8.1 Disclaimer of Warranties
You expressly acknowledge and agree that use of the service is at your sole risk and is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of non-infringement, merchantability or fitness for a particular purpose.
Without limiting the generality of foregoing, neither Npixel nor any of their directors, employees, agents, third-party content providers, cooperators, distributors, licensees, or licensors (collectively, the “Npixel Parties”) assume liability or responsibility for any (a) errors, mistakes, or inaccuracies of content, (b) personal injury or property damage of any nature whatsoever resulting from your access to and use of the Npixel service, (c) unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (d) interruption or cessation of transmission to or from the service, (e) bugs, viruses, trojan horses, or the like, which may be transmitted to or through the service by any third party, and/or (f) errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the service.
NFTs exist only by virtue of the ownership record maintained in the associated blockchain (e.g., Aptos Network). Any sales or transfers take place on the related blockchain (e.g., Aptos Network). Npixel cannot effect or otherwise control the transfer of title or rights in any NFTs or underlying or associated content or items. Thus, the Npixel Parties are not liable for (g) any losses or damages incurred as a result of vulnerability or any kind of failure, abnormal behavior of software (e.g., a wallet, smart contract), blockchains, or any other features of the NFTs; and (h) any losses or damages resulting from late or incomplete reports or a failure to report by developers or representatives of any issues with the blockchain supporting the NFTs, including forks, technical node issues or any other issues leading to losses or damages.
8.2 Assumption of Risk
You agree and acknowledge that:
- (a) The value of an NFTs is subjective. The price of NFTs is subject to volatility, and the price of cryptocurrency can potentially have a considerably negative impact on NFT prices. You fully understand this subjectivity and volatility as well as the possibility of financial loss.
- (b) The legislative framework governing non-fungible tokens, cryptocurrency, blockchain technology, and other crypto-based items is uncertain, and new laws or policies could have a materially negative impact on how the Service develops as well as the practicality of NFTs.
- (c) You are solely responsible for assessing whether taxes, if any, are applicable to your transactions and for making sure that the right sums of tax are withheld, collected, reported, and remitted to the proper tax authorities. Npixel is not responsible for determining, withholding, collecting, reporting, or remitting them.
- (d) There are risks associated with purchasing items through peer-to-peer transactions, such as the possibility of purchasing counterfeit items, mislabeled items, or items on smart contracts with bugs or flaws. You represent and warrant that you conducted adequate research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs.
- (e) There are risks associated with using Internet and blockchain based products, for instance those related to hardware, software, and Internet connections, the risk of malicious software introduction, and the risk of illegal access to your third-party wallet or Account by third parties. You agree that Npixel will not be held liable for any communication failures, disruptions, errors, distortions or delays you may encounter when using the Service or any blockchain network.
- (f) You take on all risks associated with utilizing the Wallet, and the Conversion Contract, including but not limited to the risk of losing any money in the event that the Conversion Contract fails. Your blockchain assets may be lost, stolen, or otherwise rendered unusable due to bugs or flaws in smart contracts implementing the game, the Wallet, the Conversion Contract, other wallets and the blockchain network.
- (g) The Service is dependent on third-party platforms and vendors. You may not access, or have a limited access to, or use our Services in any of the following event: (i) we are unable to maintain a positive relationship with such platform providers and vendors; (ii) the terms and conditions or pricing of such platform providers and vendors change; (iii) we violate or cannot comply with the terms and conditions of such platforms and vendors; or (iv) if any of such platforms and vendors loses market share or falls out of favor or is unavailable for a prolonged period of time.
- (h) If you have a dispute with one or more users, you release us from any and all claims, demands, and damages of every kind and nature, resulting from, arising out of, or in any way connected with such disputes. By consenting to this release provision, you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release provision to include those claims which you may know about or suspect to exist in your favor at the time this release provision is agreed to.
8.3 Limitation of Liability
You agree and acknowledge that:
- (a) to the fullest extent permitted by any applicable law, the disclaimers of liability contained herein apply to any and all damages or injury whatsoever caused by or related to use of, or inability to use, the service under any cause or action whatsoever of any jurisdiction, including, without limitation, actions for breach of warranty, breach of contract, or tort (including negligence) and that the Npixel parties shall not be liable for any indirect, incidental, special, exemplary, or consequential damages, including for loss of profits, goodwill, or data, in any way whatsoever arising out of the use of, or inability to use, the service. you further acknowledge and agree that the Npixel parties, its directors, officers, agents, contractors, partners, and employees are not liable, and you agree not to seek to hold the Npixel parties liable, for the conduct of third parties, including other users of the service and operators of external sites, and that the risk of the service and external sites and of injury from the foregoing rests entirely with you. to the extent permissible under applicable laws, under no circumstances will the Npixel parties be liable to you for more than the amount you have paid Npixel in the one hundred and eighty (180) days immediately preceding the date on which you first assert any such claim.
- (b) Any claims or lawsuits that may arise in relation to these Terms or Services (including service or information provided through external platforms) shall be brought within one year, regardless of the extinctive prescription determined by the relevant laws and regulations. Claims or lawsuits not filed within one year shall not be permanently recognized when the extinctive prescription expires.
You agree to indemnify, defend and hold harmless the NPIXEL Parties from and against any and all loss, costs, expenses (including reasonable attorneys' fees and expenses), claims, damages and liabilities related to or associated with your use of our Services and any alleged violation by you of the Policy. We reserve the right to assume the exclusive defense of any claim for which we are entitled to indemnification under this section. In such event, you shall provide us with such cooperation as we reasonably request.
9. Dispute Resolution & Governing Law
Please read this section carefully because it affects your rights. Some jurisdictions do not allow mandatory arbitration, prohibitions against class actions or governing law and forums other than where the consumer is located. If you are located in one of these jurisdictions, the following may not apply to you and you may have additional rights.
9.1 Dispute Resolution
If you have any claim arising out of this Agreement against us, we strongly encourage you to contact our customer support team to seek a resolution. If both parties fail to reach a settlement within thirty (30) calendar days after the first contact occurs, either party may refer such a dispute in Seoul administered by the Korean Commercial Arbitration Board (KCAB) in accordance with the Arbitration Rules of the Korean Commercial Arbitration Board. The arbitration is to be conducted before a single arbitrator whom the parties jointly select. If the parties are unable to agree upon the arbitrator, either party may request the Korean Arbitration Association to select the arbitrator.
9.2 Jury Trial Waiver; Class Action Waiver
By agreeing to binding arbitration, you waive your right to litigate disputes through a court and to have a judge or jury decide your case. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.
9.3 Governing Law
The laws of the Republic of Korea (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to the Policy, including, without limitation, its validity, interpretation, construction, performance, and enforcement. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
10.1 Entire Agreement
The Policy is complete and exclusive understanding of you and NPIXEL relating to your use of the Service, and supersede all prior understandings of the parties hereto.
10.2 No Waiver
The failure of NPIXEL to require or enforce strict performance by you of any provision of the Policy or failure to exercise any right hereunder will not be considered a waiver or relinquishment of NPIXEL's right to assert or rely upon any such provision or right in that or any other instance. An express waiver made by NPIXEL in one occasion is effective only in that instance and only for the purpose that it is given and is not to be construed as a waiver on any future occasion or against any other person.
10.3 Force Majeure
NPIXEL will not be liable for any delay or failure to perform resulting from any cause outside the reasonable control of NPIXEL, including, without limitation, any failure to perform under the Policy due to unforeseen cause beyond NPIXEL's control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, change of law or administrative rules, fire, floods, network infrastructure failures, cyber crimes, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
If any portion of the Policy is determined to be invalid, illegal or unenforceable by any court of competent jurisdiction, the remaining provisions of the Policy remain in full force and effect.
All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Npixel or you. Termination will not limit any of Npixel's other rights or remedies at law or in equity.
This agreement may not be assigned, in whole or part, whether voluntarily, by operation of law, or otherwise, by you without the prior written consent of NPIXEL. NPIXEL may assign, license, delegate or otherwise transfer its rights or obligations hereunder to any third party without restriction. Subject to the preceding sentences, the rights and liabilities of the parties hereto are binding on, and shall inure to the benefit of, the parties and their respective successors and permitted assigns. Any attempted assignment other than in accordance with this Section shall be null and void.
These Terms of Service may change from time to time, so please check back periodically to ensure that you are aware of any changes. If we make a material change to these Terms of Service, we will notify you by posting the change within our Services or in this Terms of Service, and, if necessary, give you additional choices regarding such change prior to the change becoming effective. Your continued use of the Services will signify your acceptance of these changes.
10.8 Captions and Headings
The captions and section and paragraph headings used in the Terms are inserted for convenience only and shall not affect the meaning or interpretation of the Terms of Service.