Version: 1.5
Last Updated: 26 Apr, 2018

• BEFORE THE USE OF ANY PXBEE SERVICE, YOU ARE REQUIRED TO READ, UNDERSTAND AND AGREE TO THESE TERMS AND OUR PRIVACY POLICY. ONLY AFTER YOU HAVE READ AND ACCEPTED THESE TERMS MAY YOU USE THE SERVICE OR CREATE AN ACCOUNT OF PXBEE. IF YOU DO NOT AGREE TO ALL OF THE CONDITIONS SET FORTH IN THIS DOCUMENT, PLEASE REFRAIN FROM USING OUR PRODUCTS AND SERVICE.

1. Scope

• Everimaging Ltd. (hereinafter "PxBee") obtains permission from authors or copyright owners of photographic work (typically, digital images) and runs licensing service of such images under the business name of PxBee. The following terms govern the contractual relationships between PxBee and its service users (hereinafter "a User", "Users" or "you").

2. Definitions

• 2.1 PxBee Software: applications under the name of PxBee or Fotor, available at www.pxbee.com (hereinafter "Web" or "Website"), at Apple App Store, at Google Play or at any other app store (hereinafter "App" or "Apps").
• 2.2 PxBee Service (or "Service"): a platform for amateur or professional photographers to showcase, share and/or sell the license of their image(s).
• 2.3 PxBee Users (or "Users"): natural persons, legal entities or legally responsible partnerships who access PxBee Service by using PxBee Software. Both Sellers (see 2.4) and Buyers (see 2.5) are PxBee Users. A Buyer may also be a Seller and vice versa.
• 2.4 Seller(s): authors or copyright owners who permit PxBee to sell the license of their image(s). "Seller(s)" in these Terms of Service shall contain the same meaning with the "Licensor(s)" or "Image Provider(s)" as defined in the PxBee Licensing Agreements.
• 2.5 Buyer(s): natural persons, legal entities or other organizations that purchase the license of an image at PxBee. "Buyer(s)" in these Terms of Service shall contain the same meaning with the "Licensee" as defined in the PxBee Licensing Agreements.
• 2.6 Content: digital images with or without metadata (e.g. texts) uploaded by Users through PxBee Software.

3. Service Account

• 3.1 In order to enter the Service, Users need to register for a service account (hereinafter "PxBee account") and provide information which includes their email address, a user name and a password. Users can also register and log into PxBee with their third-party profile such as Facebook.
• 3.2 If Users would like to sell or buy license of images, real name and contact means shall be registered as well. We may require more detailed information and supporting documents to identify the Seller, confirm the copyright ownership and transfer the revenue share out of the License Fee (see 5.3). Users will be denied to access PxBee Service if data requested during or after the service registration process is given incompletely or falsely.
• 3.3 Users’ PxBee account is to be secured with a password. Users shall take all necessary means to ensure that the password is kept confidential. Users shall notify PxBee (support@pxbee.com) without any undue delay if there are signs of misuse of their PxBee account by any third party. Users are not authorized to grant the use of the PxBee account opened in their name to any third party.
• 3.4 PxBee will determine at its sole discretion to block Users’ PxBee account temporarily or permanently if there are reasons for PxBee to believe that Users violate these Terms, any third-party rights or any applicable law(s). In the event of permanent blocking or deletion, Users are not entitled to open up a new PxBee account or to use any other existing account.
• 3.5 Users may remove their PxBee account or Content. Nevertheless, termination of service or removal of Content shall NOT affect any previously granted licenses to Buyers.

4. Content

• 4.1 Content that Users upload to PxBee shall comply with local laws/regulations, respect third-party rights and follow commonly accepted social norms.
• 4.2 Users agree not to upload any of the following to PxBee:

• Content that is unlawful, abusive, obscene, pornographic, profane, harmful, threatening, harassing, vulgar, defamatory, libelous, invasive of another's privacy, or hateful racially or ethnically;

  Content that is not originated by you or that you are not entitled to make available according to any law, or due to contractual or fiduciary relationships. This includes inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements;

  Content that could infringe on third-party copyright or other proprietary or intellectual property rights without the explicit permission of the owner and the persons (or their parents or legal guardians, where applicable) who are shown in the content, if applicable;

  Any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecom equipment;

  Unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other similar forms of solicitation.

• 4.3 PxBee reserves the right to refuse and remove the Content that, at PxBee’s sole discretion, violates these Terms, any applicable law(s) or infringe on any third-party rights.
• 4.4 PxBee respects the intellectual property of others and we ask our users to do the same. Please be noted that any image that a User intends to upload and share in the Service shall be created or originated by himself/herself; any use of an image downloaded from at PxBee shall be in compliance with applicable copyright laws and Terms set in the PxBee Licensing Agreement. Except as having obtained a license, Users are not allowed to download copyright protected images from PxBee, either by "right-clicking" or by other technical means. Copyright infringement may expose you to severe civil liabilities and even criminal penalties.
• 4.5 Third-party rights depicted in the images shall be respected. PxBee will indicate whether an image with a portrait is accompanied with a Model Release (as defined in the PxBee Licensing Agreements) by placing either a descriptive text aside or a graphic mark on the image. For images without indication of such release obtained, it will be the Buyer’s sole responsibility to obtain or avoid such consent if the Buyer intends to use the image in a commercial context. Otherwise, the image with the portrait is permitted for Editorial Use (in a news-worthy context, as defined in the PxBee Licensing Agreements) only.
• 4.6 Apart from the Model Release detailed above, it will be the Buyer’s sole responsibility to obtain or avoid any other consent required for the Buyer’s intended use of the image, including but not limited any consent required from trademark owners, building or land owners or owners of any other intellectual property depicted in the image. PxBee will not collect such releases and shall not be responsible for obtaining, verifying or validating any such consent, unless otherwise expressly agreed in writing between PxBee and a Buyer.
• 4.7 PxBee will promptly process and investigate notices of alleged infringement and will take appropriate actions as per applicable intellectual property laws with respect to any alleged or actual infringement. If you believe that your work has been copied in a way that constitutes infringement on your copyright or other rights, please provide us with the following information to: support@pxbee.com

• A description of where the Content in question is located, including details that will assist our staff with locating it on a specific place on the Website or in Apps.

  A description of the copyrighted work or other intellectual property that you claim has been infringed, and, additional information or documents to prove that you are the copyright owner of the work.

  An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest. This shall be accompanied by the person’s address, telephone number, and email address.

• 4.8 PxBee’s Use of Content
• 4.8.1 Regardless whether Users grant PxBee permission to sell their images, Users agree to grant PxBee the non-exclusive, worldwide, royalty-free, sub-licensable right to reproduce and use the respective Content for the purposes of the Service. This includes the right to integrate the Content on the Website or into the Apps and in PxBee’s and its affiliated companies’ other websites (hereinafter the "Websites") and advertising material (e.g. for the PxBee Service).
• 4.8.2 Copyright Notice: PxBee will make commercially reasonable efforts to indicate Sellers as the author and/or the originator of their image shown on the Websites or in Apps. That is to say, Sellers agree to exempt PxBee from the obligation of copyright notice when the layout of design on the Websites or in the Apps is restricted by factors such as screen size or aesthetic consideration (e.g. a number of thumbnails juxtaposed). If Sellers’ images are sold to Buyers with a commercial license (as defined in the PxBee Licensing Agreements), Sellers agree to waive the rights of copyright notice for Buyers’ use of the purchased images.
• 4.8.3 In case of the removal of Content or the deletion of a User’s PxBee account, PxBee’s rights on the respective Content shall expire in general. However, PxBee’s rights on the Content will remain unaffected if 1) any advertising material integrating this Content is already made public, in use or in manufacturing; 2) Users have shared this Content on other Users’ profile. PxBee will use reasonable efforts to make the Content be removed from the Service and affiliated or partner websites within sixty (60) days since the removal of Content or the deletion of a PxBee account. Users agree that for purpose of auditing, PxBee will be able to keep forever the thumbnails and metadata associated with any image that a User has removed.

5. Licensing of Images

• 5.1 PxBee Licenses
• Any image offered for licensing at PxBee may only be used in compliance with the terms of the license that a Buyer has purchased. Every Buyer is required to read the complete PxBee Licensing Agreement before any use of an image purchased. PxBee sets 3 types of licenses: Royalty Free (RF), Subscription and One-Time. Please note that all PxBee licenses are non-exclusive and the copyright ownership is NOT transferred from the Seller to the Buyer.
• 5.2 Pricing
• Following approval by PxBee, images uploaded by Sellers will be published for sale to all. PxBee reserves the right at its own discretion to set the price for all images published at PxBee. Users agree that PxBee can set different price for different images in the same transaction and different price for the same image in different transactions. The determination of price depends on factors such as license type, image quality, transaction model, offer or conditions set by Buyers, whether a Model Release (where applicable) is accompanied, and so on. PxBee further reserves the right to adjust any such price upwards or downwards at its own discretion at any time, to run temporary promotional campaigns covering all or some of the images at PxBee and to create bundles, compilations and portfolios of images and to set the prices for such campaigns, bundles, etc., at its own discretion. See separate pages for detailed price set for each image.
• 5.3 Components of License Fee
• For any purchase of a license, Buyers agree to pay the defined price (License Fee) specified by PxBee. The License Fee is composed of all applicable taxes, fees (such as those charged by payment platforms) and Allocable Revenue. For a license of an image sold:[License Fee] – Taxes – Fees = [Allocable Revenue]
  Upon receipt of the License Fee from Buyers, PxBee will share at least 50% of the Allocable Revenue to Sellers each time a license of their photo is sold. The rest 50% or less of the Allocable Revenue is assigned to PxBee as service fee.
• 5.4 All images for licensing available at PxBee are stored, reproduced and transmitted in the form of digital files. As they are digital goods delivered instantly to Buyers once the payment is received and as PxBee has no technical means to reverse the download, all License Fees are final and non-refundable. PxBee warrants that the images may be downloaded once within 24 hours from the moment when payment of License Fee is successfully received. A replacement of the image at the same price under the same license as the one purchased will be offered only if the image is never downloaded due to unrecovered file corruption at the server end or the permanent removal by the copyright owner / PxBee.
• 5.5 Sellers’ Credit & Cash-out
• 5.5.1 Sellers’ share of the revenue will be shown in and be credited to their PxBee account after the sale of a license has been validated. The balance in the account comprises two parts: Settled (updated at the end of a period, say, 30 days) and Expected (also referred to as Unsettled, new estimated share). The Settled balance can be cashed out while the Expected balance is held and subject to adjustment before entering into Settled for the next period.
• 5.5.2 Sellers’ share of the License Fee is payable upon request. To receive the cash-out, Sellers shall provide PxBee a PayPal account. The transaction fee charged by PayPal (if any) will be automatically deducted from the amount cashed out.

6. Invoicing

• 6.1 Only electronic invoices will be issued and delivered to Buyers by email or file transfer / download via the Internet.
• 6.2 Buyers that request an invoice shall apply at PxBee’s website or to customer support and shall provide all necessary information required by tax authorities. If Buyers are legal entities registered in mainland China, the Unified Social Credit Number of such entity is required as well.
• 6.3 PxBee shall not be liable for any error on invoice that results from the entry of incorrect information by Buyers. If such errors do occur, the Buyer shall contact PxBee as soon as possible, and at the latest on the last work day of the month where the incorrect invoice has been issued. Change requests arrived after normal working hours (between 9:00 – 18:00, GMT +8) on the last working day of a month cannot be processed at all.

7. Representations and Warranties

• 7.1 What PxBee Represents and Warrants
• As a platform running licensing service on behalf of copyright owners, PxBee represents and warrants that for all licensed images, PxBee has verified the identity of each image provider and requested a copyright commitment from the image provider. The Buyer’s use of the licensed image in accordance with the Licensing Agreement will not infringe the author’s copyright. When provided with notification of possible copyright infringement, PxBee shall reveal the information of the image provider to the Buyer, copyright owner, judicial or administrative authorities.
• 7.2 What PxBee Does NOT Represent or Warrant
• Other than as expressly provided in these terms or in the Licensing Agreement, the licensed image is provided "as is" without representation, warranty or condition of any kind, either express or implied, including but not limited merchantability or fitness for a particular purpose. PxBee does not represent or warrant that the licensed image will meet any requirements of the Buyer. The entire risk as to the quality and performance of the licensed image to achieve a specific result is with the Buyer.
• 7.3 What Buyers Represent and Warrant
• Buyers represent and warrant that licensed images will only be used in accordance with their respective Licensing Agreement. Buyers shall take full responsibility and liability for use outside of the scope or time period specified in the Licensing Agreement. Buyers also represent and warrant that requisite security means will be taken to protect the licensed images against being obtained by unauthorized third parties, when the licensed images are stored, reproduced or transmitted.
• 7.4 What Sellers Represent and Warrant
• Sellers represent and warrant to Buyers and to PxBee that they are the copyright owner of their licensed images and that they hold all rights in and to the images. Sellers shall take the entire liabilities if uploading images that infringe third-party’s copyright or if providing false information about the copyright ownership. In case that PxBee receives the third-party claims resulting from a Seller’s infringement, in addition to assume the full liabilities for the third party, the Seller agrees to compensate for PxBee’s damage, including not limited administrative penalties, legal fees, evidence / property custody fees, investigation fees, travel expense and other reasonable costs. If the Seller’s infringement brings PxBee into disrepute, the Seller shall assume other civil liabilities as well.

8. Liabilities and Indemnification

• 8.1 Provided the licensed images are only used in accordance with their respective Licensing Agreement and the Buyer is not otherwise in breach of this Agreement, if PxBee fails to verify the source of a licensed image, PxBee shall defend, indemnify and hold harmless the Buyer from all damages, liabilities and expenses (including reasonable outside lawyer’s fees), arising out of or as a result of claims by third parties relating to copyright infringement.
• 8.2 Provided the licensed images are only used in accordance with their respective Licensing Agreement and the Buyer is not otherwise in breach of this Agreement, if PxBee falsely indicates on a licensed image the availability of the Model Release that is actually not obtained or verified, PxBee shall defend, indemnify and hold harmless the Buyer from all damages, liabilities and expenses (including reasonable outside lawyer’s fees), arising out of or as a result of claims by third parties relating to unauthorized use of a portrait.
• 8.3 The Buyers agree that any use of a licensed image outside of the scope or time period (collectively, unauthorized use) as specified in their respective Licensing Agreement entitles PxBee to charge the Buyer the Overdue Payment. Both parties agree to determine or to calculate the Overdue Payment as specified in Section 8.4.
• 8.4 The Overdue Payment that PxBee entitles is determined as per the last license that the Buyer has purchased for a licensed image.
• 8.4.1 If the last license that the Buyer has purchased for a licensed image is a Subscription License (monthly or annually), any use of any downloaded licensed image outside of the subscription period entitles PxBee to charge the Overdue Payment calculated by the formula: [Overdue Payment] = [Number of months between the date of last subscription fee successfully paid and that of the latest use of the licensed image] X [current monthly subscription price specified at PxBee website]. If the Buyer’s previous subscription is an annual one, the monthly subscription price is calculated as 1/12 of current annual subscription price.
• 8.4.2 If the last license that the Buyer has purchased for a licensed image is a One-Time License, any use of the licensed image outside of the Buyer’s Fotor Design Work entitles PxBee to charge the Overdue Payment calculated as five (5) times the current price of the Royalty Free License for the licensed image at its largest size.
• 8.4.3 If the last license that the Buyer has purchased for a licensed image is a Royalty Free License for a smaller size, any use of the licensed image at its larger size entitles PxBee to charge the Overdue Payment calculated as five (5) times the difference between the current price of the Royalty Free License for the largest size and that for the smallest size.
• 8.5 Buyers understand and agree that any use of licensed image in a manner not expressly authorized by their respective Licensing Agreement constitutes copyright infringement, entitling PxBee to exercise all rights and remedies available to it under copyright laws around the world. In this case, Buyers shall be responsible for any damages resulting from any such copyright infringement, including any claims by a third party. In addition and without prejudice to PxBee's other remedies under these terms and the Licesning Agreement.

9. Dispute Resolution & Choice of Law

• 9.1 The Terms of Service are governed by and construed in accordance with the laws of the People’s Republic of China, without giving effect to any conflict of law principles.
• 9.2 Disputes shall be first attempted by friendly consultation. If such disputes remain uncured, any party under these terms may only file a lawsuit under the jurisdiction of a People's Court in Chengdu, China. Any party shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim.
• 9.3 Section 7, 8 and 9 shall survive the termination of the Terms of Service.