Last updated March 06, 2026

Terms of use

Last updated March 06, 2026

Welcome to PixelBin!

The websites www.pixelbin.io or any other associated website(s) (“Website(s)”) including related mobile site, if any (collectively called “Platform”) are owned and operated by Shopsense Retail Technologies Limited ( “we”, “us”, “our” or “Company”), a company incorporated under the Companies Act, 1956.

The terms and conditions as set out hereinbelow (“Terms”) constitute a legally binding agreement between the Company and any natural or legal person, including any individual, entity, or organization, and their respective representatives, employees, agents, contractors, administrators, legal heirs, successors or permitted assigns, who directly or indirectly accesses, browses, registers on, interacts with, integrates with or otherwise uses the Platform in any manner, including through an Account, APIs, tools, integrations, or any current or future products, services, features, functionalities, offers, or Service(s) made available on or through the Platform (referred as “you”, “your”, “User”), as amended from time to time.

The Platform provides a unified solution to generate, manage, transform, optimize digital assets including AI- generated content, through a comprehensive suite of tools and services. The Platform aims to reduce the complexity, cost, and time required to create and deliver high-quality audio and audio-visual contents. Extensive APIs available on the Platform enable seamless integration with User’s existing system and AI system and AI technology enhances the image and video transformation for the best visual experience on the web (“Service(s)”).

By using or accessing the Platform, you agree to be bound by these Terms, together with all applicable policies published on the Platform from time to time (collectively called as “Platform Policies”).

These Terms, along with Platform Policies, applicable schedules, addenda, annexures, statements of work (SOWs), standard operating procedures (SOPs), service level agreement (SLA’s), order forms, or other written agreements executed or agreed between you and the Company from time to time, governs your access and use of the Platform and collectively constitute a legally binding agreement between you and the Company (the “Agreement”).

If you do not agree with any of these Terms or Platform Policies, you must not access or use the Platform. If you have any questions regarding the Terms, you may contact us at support@pixelbin.io. These Terms govern your access and use of the Platform and apply to all transactions, services, and/or dealings between you and the Company in connection with the Platform.

This document is an electronic record in terms of the Information Technology Act, 2000 and rules made thereunder, as amended from time to time. It is generated by a computer system and does not require any physical or digital signatures and is published in compliance with Rule 3(1) of the Information Technology (Intermediary Guidelines) Rules, 2011.

Company and you are hereinafter individually referred to as “Party” and collectively as “Parties”.

1. GENERAL

1.1

By accepting this Agreement, you represent and warrant that you are 18 (Eighteen) years of age or above and have the legal capacity to enter and comply with this Agreement. If you are accessing or using the Platform under the age of 18 (Eighteen) years, you may do so only under the supervision of a parent or legal guardian who has reviewed and agreed to these Terms on your behalf. Company reserves the right to suspend or deactivate any Account used by a person under 18 (Eighteen) years without appropriate supervision. Further, if you are using the Service(s) on behalf of a company or organisation, you represent and warrant that you have authority to act and bind such entity, and that such entity agrees to be bound by these Terms.

1.2

Subject to the terms of this Agreement, you are granted a limited, non-exclusive, revocable right to access and use the Platform solely for availing the Service(s).

2. MODIFICATION

2.1

Every time you wish to use the Platform, please check these Terms to ensure you understand the same. Further, please note that we reserve the right to either change the format and/or the content of the Platform or temporarily suspend the operation(s) of Platform for support or maintenance work. We may be required to make changes that materially affect your use of Service(s) or your rights under these Terms at any time and with immediate effect for legal, regulatory, fraud and abuse prevention, or security reasons. For any other material breach, a written notice describing the breach with a cure period of fifteen (15) days shall be provided prior to any suspension or termination.

2.2

We may update these Terms from time to time. Where any change materially and adversely affects the User’s right or use of paid Service(s), we will provide reasonable prior notice through the Platform or via email. Any such changes shall apply prospectively and shall not materially impact User’s then current subscription terms unless required to comply with applicable law, regulatory requirements, security considerations, or to prevent fraud or abuse. Continued use of the Service(s) after the effective date of the updated Terms shall constitute acceptance of the revised Terms.

3. ACCOUNT REGISTRATION AND USE

3.1

You agree that your access to and use of the Platform, including registration and creation of an Account (defined hereinafter) is solely for the purpose of availing the Service(s). You shall not use the Platform other than as permitted under these Terms or for purposes which are not permitted under the applicable law.

3.2

Registration on the Platform is a one-time process and is currently provided free of charge. To create an Account and access the Service(s), you may be required to provide certain information, including your name, contact details, a valid email address and any other information as may be requested. Upon successful submission, login credentials will be created or provided to you (“Account”).

3.3

An Account may be created through one of the following ways:

Direct Sign-up: By registering on the Platform using the information requested, following which an Account with unique login credentials will be created; or

Third Party Login: By using the login credentials of a third-party account maintained (illustratively, Google), in which case you shall be subject to the applicable third-party terms and conditions. Company shall not be responsible for any unauthorized access, fraud, or misuse arising from such third-party login.

3.4

We reserve the right, to accept or to reject any Account registration request, or to suspend or deactivate an existing Account, where required due to (a) legal or regulatory requirements, (b) security threats, fraud or abuse prevention, or (c) non-payment of undisputed fees. For any other reason, a written notice describing the breach with a cure period of fifteen (15) days shall be provided prior to any suspension or deactivation of an existing Account.

3.5

You acknowledge that the email address provided at the time of Account registration or as updated by you from time to time, shall be used as a primary mode of communication (‘Primary Email Address’). You are responsible for ensuring that the Primary Email Address is valid, monitored, and capable of sending and receiving emails. Communications sent from your Primary Email Address shall be deemed authorized.

3.6

You are solely responsible for maintaining the confidentiality of your Account credentials, including any staff or sub-accounts (“Staff Account”) and for restricting access to your devices to prevent unauthorised use. You shall be fully responsible for all activities carried out through your Account and Staff Account.

3.7

You agree to: (a) promptly inform us of any unauthorized use of the Account and/or Staff Account or any other security breach; and (b) ensure that you log out of your Account and/or Staff Account at the end of each session.

3.8

If you register or use the Platform on behalf of a company or organization or employer, such entity shall be deemed to be the User. You represent and warrant that you have the authority to bind such entity to these Terms.

3.9

Technical support in respect of the Service(s) is available only to registered Users. Queries relating to these Terms may be addressed to support@pixelbin.io

4. FEES, SUBSCRIPTION & PAYMENTS

4.1

We may, at our discretion, offer limited, free of cost access to certain Service(s) with restricted features for a trial period (“Trial”). Continued or full access to the Service(s), requires subscription plan and payment of the corresponding fees (“Fees”).

4.2

Subscription plans, pricing and features may be made available on https://www.pixelbin.io/pricing, and/or as may be agreed separately in an order form, SOW or similar executed document, between the Parties, from time to time.

4.3

Where applicable, we may charge transactions-based fees or usage based charges in connection with the Service(s). Such charges may be billed separately or included within the Fees. Any changes to such charges shall be published on the Platform or as may be agreed in writing.

4.4

Fees for add-on services or overage usage beyond plan limits shall be charged separately in accordance with the applicable order form or pricing terms or any other documents executed between the Parties.

4.5

Unless otherwise agreed, all invoices are payable within 15 (fifteen) days from the invoice date. We reserve the right to suspend access to the Service(s) for non-payment, which may be restored upon receipt of all outstanding dues, including applicable interest or collection costs (if any).

4.6

Payments may be made through payment methods made available by us from time to time. Fees shall be deemed paid only upon successful receipt and confirmation by us.

4.7

The Service(s) and Fees paid are non-cancellable and non-refundable, except where expressly required under applicable law or agreed in writing between the Parties.

4.8

User may upgrade subscription plans where such an option is available. Any increase in Fees due to an upgrade shall be reflected in the subsequent billing cycle. We reserve the right to introduce, modify, discontinue, or reprice any Service(s).

4.9

All Fees are exclusive of applicable taxes, levies, fees or governmental charges. User shall be responsible for payment of all applicable taxes arising from their use of the Service(s), except for taxes based on Company’s income.

4.10

All Fees shall be paid without any deduction or set-off. Any legally required withholding shall be borne by the User and paid directly to the relevant authority.

4.11

We shall not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly due to:

Lack of authorization for any transaction;

Payment failures, transaction declines or payment gateway issues; or

iii

Bank imposed limits.

4.12

Any foreign exchange (Forex), bank charges, currency conversion charges, or any other financial charges incurred in relation to payment of Fees shall be borne solely by the User.

4.13

You represent and warrant that the payment instrument (viz debit card, credit card etc) used by you is lawfully owned by you or that you are duly authorized to use it. Further, you warrant not to use the details of any credit card/debit card/net-banking account or other payment instrument unless it is lawfully owned by you or you are duly authorised to use it

4.14

Fees shall be paid in Indian Rupees (INR) or United States Dollars (USD) or such other currency as may be expressly agreed between the Parties in writing.

5. TAX COMPLIANCES

5.1

Export Transactions/Sales: In the event the Service(s) are exported, such Service(s) shall be classified as “Zero-Rated” Service(s), in accordance with section 16(1) of the IGST Act 2017. Accordingly, where the Service(s) are supplied to a jurisdiction outside India, no GST shall be payable on such export of Service(s).

5.2

Domestic Transactions/Sales: Where the Service(s) are provided within the territories of India, GST shall be levied at the applicable rate in accordance with the provisions under the GST Act.

6. TERM

6.1

The term of this Agreement shall commence on the earlier of (i) the date of completion of Account registration on the Platform, or (ii) the effective date of order form or any other executed document between both Parties, and shall continue in effect unless terminated.

7. TERMINATION

7.1

Either party may terminate this Agreement for convenience by providing thirty (30) day’s prior written notice to the other Party. Where a subscription for a fixed-term subscription plan is availed, such termination shall take effect only upon expiry of the then-current-subscription term. All Fees payable for the applicable subscription term shall remain non-cancellable and non-refundable, and early termination for convenience shall not relieve any obligation to pay such Fees, nor entitle to any refund, credit or proration.

7.2

Subject to any other available remedies, Parties may, suspend, restrict or terminate access to the Platform or the Service(s), in whole or in part, upon occurrence of any of the following events:

material breach of the Agreement, subject to the expiration of cure period of 15 (fifteen) days;

misuse of Account and/or Staff Account;

iii

Failure to pay Fees;

suspected or confirmed fraudulent, unlawful, or criminal activity in connection with the Service(s);

action(s) that may reasonably expose the Company or other users to legal or regulatory liability;

bankruptcy, insolvency, inability to pay debts, initiation of winding up proceedings; or

vii

where required by law, regulatory authority, law enforcement request, security risk, fraud prevention, or circumstances beyond Company's reasonable control.

7.3

You acknowledge and agree that, in case you opt in for any plug-in(s) or extension(s) offered by third parties through the Platform, your use of such services shall be subject to the applicable terms and conditions of those third parties. Further, if the Company’s arrangement with any such third party is terminated, the corresponding third-party services may be automatically discontinued.

7.4

Upon suspension or termination of this Agreement for any reason:

your access to the Account and Service(s) shall be revoked or restricted;

content, links, or configurations associated with your Account will be disabled or removed;

iii

all outstanding Fees shall become immediately due and payable, and a final invoice shall be issued, and stand payable within seven (7) business days; and

all order forms, SOWs, or related service documents shall stand terminated as of the effective termination date.

7.5

All obligations and liabilities accrued prior to termination shall survive, including payment, confidentiality, indemnity, limitation of liability, and dispute resolution. No failure or delay in enforcing any right shall constitute a waiver, and termination shall not limit the Party's right to pursue legal remedies.

8. USER OBLIGATIONS

8.1

You shall provide true, current, and complete information at the time of registration and whenever requested, while using the Platform, including any information or documentation required for verification or compliance purposes. You are responsible for promptly updating such information to ensure its contained accuracy.

8.2

Your use of the Service(s) may require compatible devices, software, internet access or and data connections, which we otherwise do not supply. You are solely responsible for obtaining and maintaining such requirements and for all associated charges, fees and taxes.

8.3

You acknowledge by using the Platform, content generated through our services may be AI-generated (synthetically created) content and that you agree to:

8.3.1

disclose that any AI-generated content is “AI-Generated” or “Synthetically Generated” before sharing or publishing it, where required by applicable law.

8.3.2

not remove, alter, or hide any watermark, label, or metadata added by the Platform identifying the content as AI-generated.

8.3.3

not use AI-generated images to mislead others, impersonate real individuals without authorization, or falsely present synthetic content as real.

8.3.4

be solely responsible for reviewing AI-generated content before publishing or sharing them and for ensuring compliance with applicable laws.

8.4

You are prohibited from using the Platform to generate any AI-generated content that:

8.4.1

Depicts real persons in a misleading or harmful manner absent consent.

8.4.2

Is designed to deceive or manipulate viewers (e.g., deepfake or impersonation content).

8.4.3

Promotes illegal activities or violates public order.

8.4.4

Involves non-consensual intimate imagery or content that may facilitate discrimination, violence, or defamation

8.5

The Platform may monitor use patterns to identify potentially unlawful or harmful SGI and take appropriate measures to prevent its dissemination.

8.6

You acknowledge that use of the Platform may involve transmission of data including personal or account related information including, Materials, over networks not owned or controlled by us and may involve unencrypted transmissions or technical modifications to network or device requirements. While we implement reasonable security practices, we shall not be liable for disclosures resulting from transmission errors or unauthorized third party actions beyond our reasonable control.“Materials” includes your trademarks, copyrighted content, any product information, pricing, images, videos, text, code and any other data provided by you or on your behalf.

8.7

You shall not misrepresent your identity, impersonate any person or entity, or access the Platform using credentials that are not lawfully yours. You remain solely responsible for the authenticity, legality, and accuracy of all information provided by you on your behalf.

8.8

You are solely responsible for your use of the Platform, including any content, data, materials, products, services, or information made available by you through the Platform, and for all interactions or transactions conducted with third parties. Any agreement, transaction, or engagement entered into by you through the Platform shall be strictly between you and the relevant third party. The Company does not control, endorse, or assume responsibility for such engagements.

8.9

You shall use the Platform in compliance with all applicable laws, regulations, and industry standards.

8.10

You shall not:

•

Use the Platform for any illegal, unauthorised, unlawful, fraudulent purpose or in violation of applicable laws;

•

Engage in activities that may harm, disrupt, or impair the Platform or its business reputation, or goodwill;

•

Manipulate pricing, engage in unfair trade practices, or misrepresent offerings;

•

Upload malware, bypass security measures, probe vulnerabilities, or otherwise interfere with the Platform operations; or

•

Reproduce, duplicate, copy, sell, resell or commercially exploit any portion of the Service(s), use of the Service(s), or access to the Service(s) unless consented or permitted.

8.11

You represent and warrant that:

•

Your acceptance and performance of these Terms does not conflict with any other agreement or obligation binding on you;

•

You have consent and authorization (if any) required to avail the Service(s); and

•

No legal proceedings exist that would prevent you from complying with these Terms.

8.12

You represent and warrant that you are not subject to any sanctions or restricted party lists and that your use of the Platform complies with applicable trade, export control, and sanctions laws.

8.13

You shall not transfer, assign or delegate your Account or obligations under these Terms without prior written consent of the Company.

8.14

You shall not copy, modify, reverse engineer, decompile, disassemble, create derivative works from, or otherwise attempt to extract the source code, underlying structure, or proprietary elements of the Platform, except as expressly permitted in writing by the Company.

8.15

You shall not access, monitor, or extract any data or Information on the Platform using any robot, spider, scraper, or other automated means, unless otherwise permitted.

9. REPRESENTATION & WARRANTIES

9.1

You represent and warrant that: (a) your use of Platform and/or Service(s) will not violate any applicable law or regulation; (b) information submitted are true, accurate and lawful; (c) use of the Content, Company’s Proprietary Rights shall not breach the applicable laws, this Agreement and must not cause injury to any person or entity.

9.2

You will use the Platform for lawful purposes only and will not undertake any activity that is harmful to Platform or otherwise not envisaged through the Platform.

9.3

By using the Platform, you represent and warrant that:

9.3.1

All prompts and inputs provided to generate AI content comply with applicable laws, including Indian law, and do not violate any rights of third parties.

9.3.2

You will not use the Platform to generate AI images that mislead, impersonate real persons, misrepresent events, facilitate fraud, or otherwise produce unlawful or harmful content.

9.4

You shall not, directly or indirectly engage in any activity that compromises the integrity, security or proper functioning of the Platform and that you shall not:

9.4.1

Delete, alter or modify any Content on the Platform, such as any information regarding the Service(s), their performance, sales or pricing;

9.4.2

Use any engine, software, tool, agent or other mechanism (such as spiders, robots, avatars, worms, time bombs etc.) to navigate, search, scrape, or extract data from the Platform;

9.4.3

Make or publish false, misleading, defamatory or malicious statements against the Service(s), Platform or us;

9.4.4

Post of upload, copy, submit, upload, distribute, or otherwise transmit or make available any software or other computer files that contain a virus or other harmful component, or otherwise disrupt or damage Platform and/or Service(s) or any connected network, or otherwise interfere with any person or entity’s use or enjoyment of the Platform and/or the Service(s);

9.4.5

Introduce or deploy any trojans, viruses, any other malicious software, any bots or scrape on the Platform for any information;

9.4.6

Probe, scan, or test the vulnerability of any system, security or authentication measures implemented by us or otherwise tamper or attempt to tamper with our technological design and architecture;

9.4.7

Hack into or attempt to hack or introduce malicious software of any kind onto the Platform;

9.4.8

Gain unauthorized access to, or interfere with, or damage, or disrupt the server on which the details connected to the Service(s) are stored, or any other server, computer, or database connected to the Service(s); or

9.4.9

Engage in any form of antisocial, disruptive, or destructive acts, including “flaming,” “spamming,” “flooding,” “trolling,”, “phishing” and “griefing” as those terms are commonly understood and used on the internet.

9.5

You are prohibited from hosting, displaying, uploading, modifying, publishing, transmitting, updating or sharing on or through the Platform, any information that:

9.5.1

belongs to another person and to which you do not have any right;

9.5.2

is harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, invasive of another’s privacy, hateful, relating to or encouraging money laundering or gambling, or otherwise harmful in any manner whatsoever;

9.5.3

harms minors in any way;

9.5.4

infringes any patent, trademark, copyright or other proprietary rights;

9.5.5

violates any law for the time being in force;

9.5.6

deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing in nature;

9.5.7

impersonates or defames another person; or

9.5.8

contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource.

9.5.9

threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting other nation;

9.5.10

is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person;

10. COMMUNICATION AND UNSUBSCRIPTION

10.1

By accessing or using the Platform and upon creating an Account, you consent to receive communications from us and our authorised representatives via email, SMS, calls or other electronic or digital means. Such communications may include service-related updates, product information, announcements, and promotional or campaign-related messages. You acknowledge that such communications may be sent even if your contact details are registered under the Do Not Disturb (DND) or National Customer Preference Register (NCPR), in accordance with applicable telecom regulations.

10.2

The effectiveness, clarity, and timeliness of communications are influenced by multiple factors. The Company assumes no responsibility for non-delivery, delayed delivery, or any distortion of communication in any manner whatsoever.

10.3

You can opt-out from receiving promotional communications at any time by following the unsubscribe instructions included in such communications or by contacting us at support@pixelbin.io.

11. DISCLAIMER OF WARRANTIES, INACCURACIES OR ERRORS

11.1

The images and visuals generated through this Platform are created using artificial intelligence and constitute synthetically generated information (SGI). Such content may resemble real persons, places, or events but is artificially created and may not reflect actual facts or reality.

11.2

The Platform does not guarantee the accuracy, authenticity, uniqueness, or legal status of any AI-generated content. Users are solely responsible for reviewing, labelling (where required), and ensuring lawful use of such content prior to publication or distribution.

11.3

The Platform disclaims any liability arising from misuse, misrepresentation, or unlawful dissemination of AI-generated content by users.

11.4

The Company endeavors to ensure that all information and recommendations made available on the Platform, including content relating to the Service(s), features, offerings or otherwise (hereinafter “Information”) is updated at all time of publication.

11.5

You acknowledge that any use of the Platform or reliance on the Information is at your own discretion and risk. You are solely responsible for determining the suitability of the Service(s) or Information for your specific use cases. Nothing on the Platform constitutes professional, financial, legal or investment advice.

11.6

The Platform may include links to or integrations with third-party websites, services, or providers. Company does not control and is not responsible for such third-party content, services, or transactions. Any interaction with third parties is at your own will and expense.

11.7

Any visuals, screenshots, demos, or illustrations displayed on the Platform are indicative only. Actual features, outputs, or Service(s) may vary.

11.8

The Company shall use commercially reasonable efforts to ensure the availability, security, and performance of the Service(s), and, where practicable, shall provide advance notice of any scheduled maintenance.

11.9

The Platform and Service(s) are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, the Company disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, accuracy, reliability, non-infringement, or availability.

11.10

The Company shall not be liable for any loss, damage, or injury for;

•

Actions or omissions of Users or third parties;

•

Unauthorized access, misuse of credentials, or payment instruments;

•

Offensive, unlawful, or inappropriate content posted by Users; or

•

Disclosure of information voluntarily shared on the Platform.

11.11

To the extent permitted by applicable law, the Company will not be liable for any indirect, incidental, or consequential damages arising from your use of the Platform. While we work hard to keep the Platform secure, reliable, and error-free, we cannot guarantee uninterrupted or flawless operation. You understand that use of the Platform involves some level of risk.Nothing in these terms limits or excludes liability for fraud, willful misconduct, gross negligence, or any liability that cannot legally be excluded.

12. AVAILABILITY, ACCESSIBILITY & PLATFORM INTEGRITY

12.1

We operate and manage this Platform from India. While the Platform may be accessible from other countries, we do not make any representations that its content or services are suitable or compliant with laws outside India. If you choose to access the Platform from outside India, you do so at your own initiative and are responsible for complying with any applicable local laws.

12.2

Nothing in these Terms constitutes, a solicitation or promotion in any jurisdiction where such activity is unlawful. References to products, programs, or Service(s) on the Platform do not imply that such offerings are available or intended to be made available in all jurisdictions.

12.3

Information that we publish on the world wide web may contain references or cross references to our products, programs and Service(s) that are not announced or available in your country. Such references do not imply that we intend to announce such products, programs, or Service(s) in your country.

12.4

You represent and warrant that you own or have all necessary the copyrights of the media assets that you process or uploaded through the Platform and that such use does not infringe applicable law. You shall be solely responsible for any misuse, negligence, or fraudulent activity relating to such content.

13. THIRD PARTY INTERACTION AND LINKS

13.1

In using the Platform or Service(s), you may interact or transact with end-customers, advertisers, sponsors, third-party service providers, or access third-party websites or services. Unless expressly stated otherwise, any such interactions, transactions, promotions, purchases, deliveries, payments, or related terms are solely between you and the applicable third party. Company does not endorse, control, or assume any responsibility or liability for such third-party interactions, content, or services, and any contractual relationship formed in connection therewith exists exclusively between you and the relevant third party.

14. COPYRIGHTS

14.1

Contents available on the Platform viz text, graphics, images, audio, video, trademarks, and other material (“Content”), is owned by the Company or its licensor and is protected by applicable intellectual property laws.

14.2

Subject to the terms of this Agreement, you are granted a limited, revocable, non-exclusive, non-transferable license to access, view, and use the Content solely for your business purposes in connection with the Service(s). The license granted to you is limited to use of the Platform and Service(s) strictly in accordance with these Terms and does not include any rights beyond those expressly provided herein.

14.3

You may download or print limited extracts of the Content for internal reference only, provided that all copyright and proprietary notices are retained and the Content is not modified.

14.4

Unless expressly permitted under these Terms, you shall not copy, reproduce, download, store, distribute, publish, display, perform, modify, adapt, create derivative works from, broadcast, transmit, or otherwise use any Content or materials available on the Platform, in whole or in part.

14.5

You may not use the Content or Service(s) for commercial resale, public distribution, or any unauthorized commercial purpose; incorporate the Content into any other work, publication, website, or database (whether in hard copy or electronic form); or link to the Platform without our prior written consent.

14.6

You are further prohibited from removing or altering any copyright, trademark, or other intellectual property notices; using the Platform or Service(s) in violation of applicable laws or in a derogatory manner; downloading or copying user login credentials; or using data mining, robots, scraping, or similar data extraction tools to access or extract Content.

14.7

If you believe that your intellectual property rights have been used in a way that raises concerns of infringement, please write to us at support@pixelbin.io.

14.8

The license granted under this clause shall automatically terminate upon breach of these Terms or upon termination of this Agreement. Upon termination, you must promptly cease use of the Content and destroy any copies in your possession. Provisions that by their nature should survive termination shall continue to apply.

15. USER CONTENT

15.1

Subject to your compliance with these Terms, any content, materials, or output generated by the Platform’s AI tools in response to your inputs (“Output”) shall belong to you. The Company does not claim ownership over such Output.

15.2

You acknowledge that the Output is generated based on automated processes and may not be unique. The Company may generate similar output for other users and that you are responsible for reviewing and determining the suitability, accuracy, and legality of the Output before using or relying on it.

15.3

You retain ownership of the text, prompts, data, or other materials that you submit to the Platform (“Inputs”). By submitting Inputs, you grant the Company a limited, non-exclusive, worldwide, royalty-free license to use, process, store, reproduce, and modify your Inputs solely for the purpose of operating, providing, maintaining, and improving the Platform and providing you the Service(s). We will not use your Inputs for any other purpose except as permitted under these Terms or with your consent.

15.4

We do not pre-screen Inputs. However, we reserve the right, in its reasonable discretion, to review, remove, disable access to, or restrict any prompts or Inputs, if we believe it to violate these Terms, applicable law or the rights of any third party.

15.5

If we become aware of any unlawful, inappropriate, or prohibited use of the Platform or Service(s), we may take appropriate action in accordance with applicable law. You are solely responsible for Input, for all activity conducted through your Account and usage of the Output.

16. INTELLECTUAL PROPERTY RIGHTS

16.1

Each Party retains all right, title, and interest in and to its respective intellectual property. Nothing in this Agreement transfers or assigns ownership of any intellectual property rights between the Parties.

16.2

All Intellectual Property rights in the Platform, and related software solution(s), tools, APIs, documentations, interfaces, codes, updates and other materials made available by the Company, whether developed before or after acceptance of these Terms (collectively “Company’s Proprietary Rights”) , shall exclusively vest with Company, in perpetuity.

16.3

Subject to these Terms, Company hereby grants to you a limited, non-exclusive, non-assignable, non-sub-licensable and revocable license to use Company’s Proprietary Rights solely for accessing and using the Service(s) as permitted under this Agreement.

16.4

You shall not copy, modify, reproduce, distribute, publish, disclose, reverse engineer, decompile, disassemble, or create derivative works from any part of the Company’s Proprietary Rights, unless otherwise permitted in writing by the Company.

16.5

You acknowledge that the Company is the owner of the Platform including its brand name, trademark, logos, if any, and brand identifiers. You shall not challenge, misuse, or register any marks or names that are identical or confusingly similar to Company’s intellectual property. Any known infringement of Company’s intellectual property shall be promptly reported to support@pixelbin.io.

16.6

Upon termination or expiry of this Agreement, all licences granted to you shall immediately cease, and all rights in the Company’s Proprietary Rights shall continue to vest exclusively with the Company

16.7

Any unauthorized use of the Company’s Intellectual Property may result in injunctive or equitable relief, in addition to any other remedies available to the Company under law or this Agreement.

17. CONFIDENTIALITY

17.1

During the Term, a Party (“Receiving Party”) may receive or have access to certain Confidential Information belonging and/or relating to the other Party and its affiliates (“Disclosing Party”). “Confidential Information” disclosed under this Agreement shall include information in whichever form, whether marked confidential or not, or which is disclosed by or on behalf of the Disclosing Party or derived by the Receiving Party in the course of its dealing with the Disclosing Party and its representatives and includes all information, that is reasonably understood to be confidential or proprietary, relating to all or any of the Disclosing Party existing or prospective products and / or services, know-how, script/code, algorithms, schematics, formulae, strategic data (technical, financial, commercial or otherwise), process information, methods of operation, flowcharts, or diagrams; policies and procedures regarding the design, development, research methods and results; creative and programming tools, methodologies, and techniques.

17.2

The Receiving Party shall keep Confidential Information of the Disclosing Party in confidence. The Receiving Party shall use commercial reasonable and necessary safety measures and steps to maintain the confidentiality and secrecy of Disclosing Party’s Confidential Information from public disclosure, and the Receiving Party shall, at all times, maintain appropriate measures to protect the security and integrity of the Disclosing Party’s Confidential Information. The Receiving Party shall not, without the Disclosing Party’s prior written consent, divulge any of its Confidential Information to any third-party other than the Receiving Party’s officers, employees, agents, affiliates or representatives who have a need to know for the purposes of these Terms, ensuring that they comply with same level of obligation in maintaining the Confidentiality as per these Terms.

17.3

Exceptions: The aforesaid confidentiality obligations shall impose no obligation on the Receiving Party with respect to any portion of Confidential Information which:

Was at the time received or which thereafter becomes, through no act or failure on the part of the Receiving Party, generally known or available to the public;

Is at the time of receipt, known to the Receiving Party as evidenced by written documentation then rightfully in the possession of either Party;

iii

Was already acquired by the Receiving Party from a third-party who does not thereby breach an obligation of confidentiality to the Disclosing Party and who discloses it to the Receiving Party in good faith;

Is developed by the Receiving Party without use of the Disclosing Party’s Confidential Information in such development; and

Has been disclosed pursuant to the requirements of applicable law, any governmental authority, provided however, that the Disclosing Party shall have been given a reasonable opportunity to resist disclosure and/or to obtain a suitable protective order.

17.4

Neither Party shall disclose these Terms to any other person without the consent of the other Party.

17.5

The Parties acknowledge and understand that any disclosure or misappropriation of any of the Confidential Information in violation of these Terms, may cause irreparable harm to the non-disclosing Party, the amount of which may be difficult to ascertain. Without prejudice to any other rights available to the disclosing Party under these Terms or otherwise, Disclosing Party shall have the right to apply to a court of competent jurisdiction for specific performance and/or an order restraining and enjoining any such further disclosure or breach and for such other relief as such non-disclosing Party shall deem appropriate. To clarify, such right shall be in addition to the remedies otherwise available to a Party, at law or in equity.

17.6

These Terms shall not restrict the Receiving Party from complying with any legal requirement to disclose Confidential Information, provided that the Receiving Party shall to the extent that it is not prohibited from doing so by applicable law, promptly notify the Disclosing Party of such legal requirement so that the Disclosing Party may seek to quash such order and to obtain a protective order requiring that the relevant Confidential Information be held in confidence by such court or agency or, if disclosed, be used only for the purposes for which the order was issued. The Receiving Party shall cooperate fully with the Disclosing Party in any such proceeding.

17.7

The confidentiality obligations enlisted hereinabove for the Company shall survive for the term of this Agreement.

18. INDEMNIFICATION AND LIMITATION OF LIABILITY

18.1

Each Parties agree to indemnify, defend and hold harmless us, our affiliates, officers, directors, employees, consultants, licensors, agents, and representatives from and against any and all third- party claims, losses, liabilities, damages, and/or costs (including reasonable attorney fees and costs) arising from (a) access to or use of the Platform or the Service(s); (b) violation of any applicable laws or third party rights; (c) breach of this Agreement; (d) User prompts, Inputs and use of the Outputs and (e) any acts of fraud, negligence or intentional misconduct.

18.2

In no event will either Party be liable for any damages (including, without limitation, direct, indirect, incidental, special, consequential or exemplary damages, damages arising from personal injury/wrongful death, and damages resulting from lost profits, lost data or business interruption), whether based on warranty, contract, tort, or any other legal theory and whether or not we are advised of the possibility of such damages.

18.3

To the maximum extent permitted under applicable law, either Party’s aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total Fees actually paid to Company during the twelve (12) months immediately preceding the event giving rise to the claim

18.4

The limitations set forth in this clause shall apply notwithstanding the failure of any essential purpose of any limited remedy and shall apply to the fullest extent permitted under applicable law.

19. BETA SERVICES

19.1

From time to time, we may, at its discretion, invite you to access and use pre-release or beta features that are under development and not generally available (“Beta Services”). Beta Services are provided on a trial basis, are not part of the standard Service(s), and may be subject to additional terms provided prior to use. All Beta Services, and any related discussions, feedback, or materials, shall be treated as Confidential Information and governed by the confidentiality provisions of this Agreement. You shall not disclose your participation in Beta Services or make any public statements regarding such participation without our prior written consent. Beta Services are provided on an “as is” basis, without warranties of any kind. We make no representations regarding functionality, availability, or performance, and may modify, suspend, or discontinue Beta Services at any time. We shall have no liability for any harm, loss, or damage arising from or in connection with Beta Services, and we may choose not to release a final or commercial version of any Beta Service.

20. ANTI BRIBERY AND ANTI CORRUPTION POLICY

Both Parties shall conduct their dealings ethically and in compliance with all applicable anti-bribery and anti-corruption laws. Neither Party shall offer, give, solicit, or accept any improper payment, gift, or advantage in connection with this Agreement. Any violation may result in immediate termination of this Agreement, and you agree to cooperate fully with the Company in investigating any suspected unethical or unlawful conduct by you or your employees, agents, or representatives.

21. ANTI MONEY LAUNDERING (AML)

Both Parties shall at all times, ensure compliance of law and complete all KYC/AML requirements for the performance of its obligations under this Agreement. Any violations of this clause, will be viewed in a serious manner and Company reserves the right to take all appropriate actions or remedies as may be required under the circumstances. Both Parties shall provide all possible assistance to the other Party, in order to investigate any possible instances of anti-money laundering.

22. FORCE MAJEURE

22.1

Force Majeure event refers to circumstances beyond the reasonable control of the Parties that prevent or delay a Party from fulfilling its obligations under this Agreement. Such circumstances include, but are not limited to:

Acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires, and other natural disasters;

Acts of war, public enemies, terrorism, riots, civil commotion, malicious damage, sabotage, revolution, epidemics, and pandemics;

Strikes;

Acts or omissions of public authorities that prevent or delay performance, including changes in laws, regulations, or policies of government bodies or regulatory authorities beyond the control of either Party;

Any other event beyond the control of either Party.

22.2

Neither Party shall be liable for any delay or failure to perform its obligations pursuant to these Terms if such delay is due to a Force Majeure event.

22.3

If a delay or failure of a Party to perform its obligation is caused or anticipated due to a Force Majeure event, the performance of that Party’s obligations will be suspended.

22.4

If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may terminate the Agreement by giving fifteen (15) days’ notice to the other Party.

22.5

If the Agreement is terminated pursuant to Force Majeure, the Parties shall negotiate the winding-up of the obligations and rights of the respective Parties under this Agreement. Any monies due or pending shall be settled within 7 (seven) business days from the date of effective termination.

23. DISPUTE RESOLUTION, GOVERNING LAWS & JURISDICTION

23.1

The Parties shall use reasonable efforts to resolve any dispute, controversy, or claim arising out of or in connection with these Terms (“Dispute”) through good-faith discussions within fifteen (15) days from the date such Dispute arises. If the Dispute is not resolved within such period, it shall be referred to and finally resolved by arbitration conducted by a sole arbitrator jointly appointed by the Parties. The arbitration may be conducted through electronic or virtual means, including video conferencing or other information and communication technology. The arbitration shall be governed by the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be Mumbai, India, and the arbitration proceedings shall be conducted in the English language. The arbitral award shall be final and binding on the Parties and may include costs, including reasonable legal fees and expenses.

23.2

These Terms shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law principles. Subject to the dispute resolution provisions set out herein, the courts of Mumbai, India shall have exclusive jurisdiction over all disputes arising out of or in connection with these Terms.

24. RIGHT TO INSPECT

In the event of any audit relating to transactions under this Agreement, the Company reserves the right to request reasonable information, documentation, or a certification from an independent certified auditor to confirm compliance with these Terms. User agrees to reasonably cooperate with such requests. Both Parties shall maintain complete and accurate records relating to this Agreement during its term and for a period of eight (8) years following its expiration or termination or in accordance with applicable law.

25. WAIVER

No delay or omission to exercise any right, power, or remedy accruing to any Party upon any breach or default under these Terms, shall be deemed as waiver of any other breach or default occurring thereafter. Any waivers granted hereunder are effective only if recorded in writing signed by the Party granting such waiver. All remedies, either under these Terms or by law or otherwise afforded to any of the Parties, shall be cumulative and not alternative.

26. SEVERABILITY

If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision will be excluded from these Terms and the remainder of these Terms will be interpreted as if such provision were so excluded and will be enforceable in accordance with its terms; provided however that, in such event, these Terms will be interpreted so as to give effect, to the greatest extent consistent with and permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction.

27. NON-EXCLUSIVITY

Both the Parties agree that this Agreement is entered into on a non-exclusive basis and that both Parties shall be free to engage any third-party as its client/service provider to procure/provide similar or identical services. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between the User and the Company, by virtue of these Terms.

28. MISCELLANEOUS

28.1

These Terms supersedes all previous oral and written terms and conditions (if any) communicated to you by us, for the use of Platform, and the rights and liabilities with respect to any Service(s) to be provided by us shall be limited to the scope of these Terms.

28.2

All provisions in the Agreement that expressly or customarily survive the termination or expiration of the Agreement will continue in effect after the Agreement is terminated or expires.

28.3

Nothing contained in this Agreement shall imply or give rise to any right, power or authority for either Party to enter into any other agreement or commitment on behalf of or otherwise bind the other Party in any way.

28.4

In the event of any conflict or inconsistency between these Terms, signed Order Form/SOW, and/or Platform Policies, the order of precedence shall be as follows:

The signed Order Form/SOW (if applicable);

These Terms;

Platform Policies;

Any other documents or communications exchanged between the Parties.

28.5

If ambiguity arises, the higher-ranked document shall prevail unless explicitly stated otherwise in a mutually agreed written document.

29. CUSTOMER CARE SUPPORT

In accordance with the applicable law, any concern, feedback which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Service(s) being availed hereunder, may be directed by you to such customer support personnel at the below mentioned coordinates:

Shopsense Retail Technologies Limited
1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B,
Ajit Nagar, Kondivita, Andheri East, Mumbai 400093
Email: support@pixelbin.io

30. GRIEVANCE OFFICER

In accordance with the applicable law, any grievances which you may have with respect to the information shared by you with us hereunder and its treatment or any grievance related to Service(s) being availed hereunder, may be directed by you to such grievance officer at the below mentioned coordinate:

Name: Ms Sana Kazi
Designation: Grievance Officer
Email Address: grievance@gofynd.com

31. NODAL OFFICER

Name: Mr Abhimanyu Mallik
Designation: Nodal Officer
‍Email Address: compliance@gofynd.com
Registered Office: Shopsense Retail Technologies Limited1st Floor, Wework Vijay Diamond, Opp. SBI Branch, Cross Road B, Ajit Nagar, Kondivita, Andheri East, Mumbai 400093

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