Terms of

Welcome to PixelPai. Our services and products are provided by PixelPai ApS, located at Applesby Plads 7, 2, 1411 Copenhagen K, Denmark. By using our website (www.pixelpai.com), platforms, or services, you are agreeing to these terms. Please read them carefully.

1. Definitions

1.1. “Services”: Refers to all services offered by PixelPai ApS, including but not limited to forensic analysis, Know Your Customer (KYC) verification, verification flow management, compliance cockpit, token lifecycle management, including issuance, minting and burning, and redemption, custody, issuance, swapping, or cross-chain management; identity services, verified credentials management, development of custom solutions tailored to specific client needs, and any related public or private distributed ledger technology (DLT) provision, as further detailed on PixelPai’s website or in a separate agreement with the Client.

These Services are designed to assist clients across various industries, including but not limited to gaming studios, digital asset platforms, and entrepreneurial ecosystems in meeting regulatory requirements, managing digital assets, and ensuring the integrity of their tokenized ecosystems. 

1.2. “Client”: Pixelpai only serves Business-to-Business customers. Client refers to any entity or organization that utilize PixelPai’s Services for a business purpose under the terms of this Agreement. 

1.3. “Agreement”: Refers to this Master Service Agreement between PixelPai and the Client, including all appendices, exhibits, schedules, amendments, and any supplemental agreements relating to the provision of services. The Agreement governs the relationship between PixelPai and the Client, detailing the rights, obligations, and service standards applicable to both parties. 

1.4. “Deliverables”: Means any tangible or intangible outcomes or outputs generated in connection with the Services provided by PixelPai, as per separate order form and commercial terms as described in this Agreement and appendices. 

1.5. “Documentation”: Refers to any technical or operational manuals, API documentation, user guides, implementation protocols, integration guidelines, and other supporting materials provided by PixelPai to assist the Client in utilizing the Services. This may include instructions on setting up secure custodial solutions, integrating DLT infrastructure, or managing digital asset lifecycle transactions. 

2. Client Responsibilities

2.1 Client Account Security: The Client agrees to take full responsibility for maintaining the confidentiality of account credentials, including but not limited to usernames, passwords, and API keys, used to access PixelPai’s services. The Client shall not share these credentials with unauthorized 3rd parties and must immediately notify PixelPai if they suspect any unauthorized access or usage. The Client is solely responsible for any activity that occurs under their account, authorized or unauthorized. PixelPai reserves the right to suspend or terminate the account in cases of suspected misuse or failure to comply with these obligations. 

2.2. Regulatory Compliance Obligations: The Client agrees to comply with all applicable laws, regulations, and rules, including but not limited to digital assets, AML/CFT, and privacy regulations. 

2.3. Appointment of Compliance Liaison: The Client must appoint a designated individual responsible for compliance with the above-mentioned regulations. This person will act as the primary liaison between the Client and PixelPai, ensuring that all compliance-related obligations are met, as per general outsourcing regulations. 

2.4. Accuracy of Information: The Client guarantees the accuracy and completeness of any data or information provided for verification purposes and acknowledges that PixelPai may suspend or terminate services if such information is found to be false or misleading. 

2.5. System Requirements: The Client must ensure that all system access, compatibility, and software required for integration with PixelPai’s services are maintained at their own expense. 

2.6 Blockchain and Digital Asset Risks: The Client acknowledges that the use of distributed ledger technology (DLT), including blockchain, digital assets, and tokenized ecosystems carries inherent risks, including but not limited to regulatory uncertainties, market volatility, and potential loss of assets. The Client agrees that they have carefully considered these risks and have conducted their own due diligence before engaging with PixelPai’s services. PixelPai shall not be liable for any financial losses or legal risks arising from the use of digital assets within the Client’s ecosystem. 

2.7. API Integration and Testing: The Client will provide access to testing environments, API documentation, and other necessary resources to facilitate seamless integration with PixelPai’s platform. The Client is responsible for ensuring compatibility and resolving any technical issues on their systems that may impact on the integration process. 

3. Payment Terms

3.1. Pricing: Fees for the Services shall be as stated on PixelPai’s website or as outlined in a separate agreement with the Client. PixelPai reserves the right to adjust fees upon thirty (30) days’ notice, with the Client having the option to terminate the Agreement if they do not agree to the new fee structure.

For services requiring Enhanced Due Diligence (EDD) or Suspicious Activity Reporting (SAR), PixelPai will charge on a time-and-materials case by case basis. These services include, but are not limited to, detailed investigations, preparation of regulatory reports, and any additional compliance activities triggered by high-risk transactions or flagged activities. The Client will be notified of any costs associated with these additional services, ensuring transparency and alignment with their business needs. 

3.2. Payments: Invoices shall be issued monthly, and all payments are due within seven (7) days from the invoice date. Payments may be made via bank transfer or other mutually agreed methods. 

3.3. Late Payments: In case of late payment, PixelPai reserves the right to charge interest at the rate of 2% per month on overdue amounts and may suspend access to the Services until the account is brought current. 

3.4. Retainer and Performance Fees: Where applicable, PixelPai may engage with clients on a monthly retainer basis, with fees communicated at the outset of the engagement. Performance-based fees may also apply post-launch, structured around agreed-upon success criteria. Additional workstreams, such as compliance alignment or governance design, will be charged on a time-and-materials basis, as specified in the agreement or as otherwise agreed in writing.

4. Compliance with Laws

4.1. PixelPai’s Compliance: PixelPai shall comply with all applicable laws and regulations related to the conduct of its business. 

4.2. Client’s Compliance: The Client is responsible for ensuring that their use of the Services, particularly concerning the processing of personal data and the execution of financial transactions, complies with all applicable local, national, and international laws, regulations, and industry standards. 

4.3. Cooperation with Authorities: Both parties agree to cooperate fully with any lawful request or investigation by government or regulatory authorities relating to the Services or activities conducted under this Agreement. PixelPai shall promptly notify the Client of any such inquiries, investigations, or legal proceedings, unless prohibited by law from doing so. 

5. Data Privacy and Security

5.1. Security Measures: PixelPai will implement appropriate technical and organizational measures to safeguard the security, integrity, and confidentiality of personal data processed as part of the Services, in compliance with the General Data Protection Regulation (GDPR) and other applicable regulations. These measures include but are not limited to encryption of data both at rest and in transit, role-based access control (RBAC), multi-factor authentication (MFA), and other measures to prevent unauthorized access, loss, or corruption of personal data. 

5.2. Data Breach Response: In the event of a personal data breach, PixelPai will initiate its incident response plan, which includes containing the breach, investigating its cause, and mitigating any risks. PixelPai will notify the Client and the Danish Data Protection Agency (Datatilsynet) within seventy-two (72) hours of becoming aware of the breach, in compliance with GDPR Article 33. If the breach poses a high risk to the rights and freedoms of individuals, PixelPai will also notify the affected individuals without undue delay. 

5.3 Client’s Audit Rights: The Client may audit PixelPai’s systems and processes related to the services once per calendar year, or as required by law, with a minimum of thirty (30) days’ notice. Audits will focus on security, data protection, and regulatory compliance, with PixelPai providing the necessary access and documentation. All costs related to the audit, regardless of its findings, will be the responsibility of the Client. 

6. Intellectual Property Rights

6.1. Ownership: All intellectual property rights, including but not limited to copyrights, trademarks, patents, trade secrets, and proprietary technology associated with the Services, underlying software, algorithms, and methodologies, shall remain the exclusive property of PixelPai. This includes any modifications, updates, or enhancements to the Services made during the term of this Agreement. The Client acknowledges that it acquires no ownership rights to any aspect of the Services. 

6.2. License Grant: PixelPai grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for the Client’s internal business operations and in accordance with the terms of this Agreement. The license is provided solely for the duration of the Agreement and does not grant any rights to sub-license or transfer the Services to third parties. 

The Client shall not resell, sublicense, distribute, or otherwise transfer any rights to the Services without the prior written consent of PixelPai. Any unauthorized use of the Services beyond the scope of this license may result in the termination of this Agreement. 

6.3. Prohibited Activities: The Client shall not, directly or indirectly, reverse engineer, decompile, disassemble, modify, or create derivative works from the software, tools, or any intellectual property related to the Services. Furthermore, the Client agrees not to use any proprietary information, documentation, or software belonging to PixelPai for competitive purposes, nor engage in any activity that infringes upon the intellectual property rights of PixelPai or third parties. 

In addition to the above, the Client agrees not to: 

• Use the Services in any manner that misappropriates intellectual property, infringes upon third-party rights, or violates applicable laws, including but not limited to data protection and anti-money laundering regulations. 

• Sell, rent, lease, sublicense, distribute, or transfer any part of the Services or its components to third parties without the prior written consent of PixelPai. 

• Use automated systems, bots, scraping tools, or other programmatic methods to extract data from the Services, except as explicitly permitted in writing by PixelPai. 

• Exceed any usage limits, rate limits, or quotas specified by PixelPai in its technical documentation or Service-Level Agreements. 

• Engage in any activity that compromises or threatens the security, integrity, or performance of the Services or related infrastructure. 

• The Client agrees not to use PixelPai’s trademarks, logos, or branding for any purpose without prior written consent, nor engage in any activity that might damage the reputation or standing of PixelPai. 

6.4. Feedback: Any feedback, suggestions, or recommendations provided by the Client regarding improvements to the Services (“Feedback”) shall be considered non-confidential and non-proprietary. PixelPai shall have full ownership of all rights, title, and interest in such Feedback, and may freely use, reproduce, disclose, and otherwise exploit it without restriction or obligation, including compensation to the Client. The Client acknowledges that PixelPai may integrate this Feedback into its existing or future services at its sole discretion. 

7. Confidentiality

7.1. Confidential Information: Each party agrees to treat as confidential all information disclosed by the other party during the course of this Agreement, whether it is designated as confidential or would reasonably be considered as such. This includes, but is not limited to, trade secrets, business plans, financial information, technical data, and personal data. 

7.2. Protection of Confidential Information: Both parties shall take appropriate technical and organizational measures to safeguard confidential information against unauthorized access, disclosure, or use. These measures include encryption, access control, and secure storage solutions in line with industry standards and data protection regulations such as GDPR. 

7.3. Non-Disclosure: Confidential information shall not be disclosed to any third party without the prior written consent of the other party, except as required by law or regulatory authorities. Any third-party disclosure must be governed by appropriate confidentiality and data protection agreements. 

7.4. Obligations Post-Termination: The confidentiality obligations outlined in this Agreement shall survive for five (5) years following the termination of the Agreement. This period aligns with PixelPai’s data retention policies and regulatory requirements to protect confidential and personal data during and after the termination of the relationship. 

8. Communications

8.1. Communications from PixelPai: PixelPai may send all communications under this Agreement to the address, email address, or phone number provided by the Client during the onboarding process or to any updated contact details subsequently provided by the Client. PixelPai’s primary communication methods will include email correspondence and phone communications for operational matters. All communications will be considered valid if sent to the contact details provided, regardless of whether they are received, unless otherwise prohibited by law. 

8.2. Communications to PixelPai: The Client must send all communications relating to this Agreement to the email address support@pixelpai.com. Alternatively, the Client may use the contact link available on PixelPai’s website at www.pixelpai.com for inquiries or requests. 

8.3. Client Responsibility for Contact Information: The Client undertakes to maintain a valid and active email address and telephone service at all times and to promptly notify PixelPai of any changes to their contact details. Failure to promptly update contact information will result in communications being deemed successfully delivered, even if returned to the sender or in the case of unreachability. 

9. Term and Termination

9.1. Term: This Agreement shall commence on the Effective Date and continue until terminated by either party in accordance with this section. 

9.2 Right to Modify Services and Terms: PixelPai reserves the right to modify, update, or discontinue the Services or this Master Service Agreement at any time. Clients will be notified of any material changes at least thirty (30) days in advance, unless such changes are required by law. It is the Client’s responsibility to review these Terms periodically for updates. Continued use of the Services after the effective date of any such changes constitutes acceptance of the updated Terms. 

9.3. Termination by the parties: Unless otherwise agreed in writing, either party may terminate this Agreement upon thirty (30) days’ written notice to the other party. 

9.4. Effect of Termination: Upon termination, the Client will cease all use of the Services as defined in Section 1.1, and PixelPai will delete all Client data except where required for regulatory purposes. 

10. Termination Due to Breach

10.1. PixelPai reserves the right to terminate this Agreement under any of the following circumstances: 

• Negative Publicity: The Client has attracted material negative publicity, and PixelPai’s reputation and/or integrity may suffer substantial damage due to public association with you. 

• Regulatory Sanctions: Regulatory or supervisory sanctions are imposed upon the Client, or any of its directors, employees, or Ultimate Beneficial Owners (UBOs), which may impact your ability to comply with legal or regulatory obligations. 

• Misrepresentation: Information the Client has provided to PixelPai, or any information obtained by PixelPai, gives reasonable grounds to believe that the Client has misled us or violated any applicable legal, regulatory, or statutory obligations. 

• Regulatory Cooperation: The Client fails to provide satisfactory cooperation or actively obstruct any regulators, supervisors, or relevant authorities in the execution of their duties, or if a material change in the regulatory framework negatively impacts PixelPai’s ability to continue providing services to you. 

• Regulatory Orders: PixelPai receives a formal instruction or notice from a competent regulator, supervisory authority, or court to terminate or restrict our relationship with the Client. 

• Criminal Activity: PixelPai has reason to believe that the Client’s account, services, or activities are used to commit or facilitate criminal activities, or continuing to provide services could cause harm to PixelPai, its stakeholders, or third parties. 

10.2. Notice Period and Immediate Termination: Under normal circumstances, PixelPai will provide a minimum notice period of thirty (30) days when terminating this Agreement. However, we reserve the right to terminate the Agreement with immediate effect if any of the circumstances outlined above arise, particularly in cases of criminal activity or significant risk to PixelPai or third parties. In cases where immediate termination is deemed necessary, PixelPai may suspend or restrict access to services without prior notice. 

10.3. Handling of Assets upon Termination: PixelPai commits to the prompt and orderly return of any digital assets, funds, or materials held on the Client’s behalf upon termination for any reason, subject to regulatory, legal, and operational requirements. The following procedures regarding asset handling will apply: 

• Asset Return or Transfer: Upon termination, PixelPai will promptly initiate the return or transfer of the Client’s assets, targeting completion within thirty (30) days. To facilitate this process: 

• Client Instructions: The Client must provide PixelPai with complete transfer instructions, including authorized account or wallet details, within five (5) business days of termination. 

• Transfer Confirmation: PixelPai will verify the provided information and confirm the transfer timeline with the Client, outlining any regulatory checks required. 

• Execution and Follow-up: Once verified, PixelPai will execute the transfer and provide the Client with transaction details, ensuring secure and traceable delivery of assets. 

• Asset Freeze: If the termination is due to suspicion of criminal activity or violations of regulatory obligations, PixelPai reserves the right to freeze the transfer or release of assets pending further investigation, regulatory directives, or legal proceedings. We will comply with any instructions or requirements issued by law enforcement or regulatory authorities in relation to such assets. 

• Fees and Costs: PixelPai may deduct any outstanding fees, charges, or costs incurred in connection with the termination, including expenses related to the investigation of violations, legal costs, or the transfer of assets. These deductions will be clearly communicated to you before the final transfer of assets. 

• Unclaimed Assets: If you fail to provide instructions for the transfer of assets within the specified thirty (30) days, PixelPai will store the assets for an additional ninety (90) days. After this period, PixelPai reserves the right to dispose of or manage the assets in accordance with applicable laws, including transferring them to a secure holding or reporting them to relevant authorities. 
• Regulatory Compliance: PixelPai will ensure that any transfer, freeze, or disposal of assets complies with applicable local and international laws, including but not limited to anti-money laundering (AML) and counter-terrorism financing (CTF) regulations. 

10.4. Handling of Governance Structures Upon Termination: In cases where governance structures, such as DAOs, have been developed as part of the Services, PixelPai will provide the Client with all relevant documentation, frameworks, and configurations to ensure an orderly transition. The Client remains responsible for maintaining and operationalizing these governance structures post-termination. 

11. Limitation of Liability

11.1. Cap on Liability: PixelPai’s total aggregate liability to the Client for any claims, damages, or losses arising out of or in connection with this Agreement, regardless of the form of action, whether in contract, tort, or otherwise, shall be limited to the total amount of fees paid by the Client for the Services in the twelve (12) months immediately preceding the event giving rise to the claim. 

11.2. Third-Party API Dependencies and Service Disclaimer: The Client acknowledges that certain aspects of the Services may rely on third-party platforms, APIs, or integrations (“Third-Party Services”). PixelPai makes no representations or warranties regarding the availability, functionality, or reliability of any Third-Party Services and shall not be liable for any interruptions, delays, errors, or failures caused by them. The use of any Third-Party Services is at the Client’s own risk, and such services are governed by their respective terms and conditions, which are separate from this Agreement. Additionally, PixelPai may engage third-party sub-processors to perform services on its behalf, such as cloud services, hosting, identity verification, and transaction processing. The Client acknowledges that these sub-processors may have access to Client data as necessary to perform their services. PixelPai will ensure that sub-processors are subject to terms providing at least the same level of protection as outlined in this Agreement, including data security, confidentiality, and regulatory compliance. The Client may request an up-to-date list of sub-processors at any time.  

The Services are provided “as is,” and PixelPai disclaims all liability for indirect, incidental, or consequential damages, including loss of profits or data, even if advised of the possibility of such damages. 

11.3. Exclusion of Certain Damages: In no event shall either party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including, but not limited to, loss of profits, business interruption, loss of revenue, loss of data, or any other commercial damages or losses, even if such party has been advised of the possibility of such damages or if such damages were foreseeable. Compensation under this Agreement is limited to direct and quantifiable losses and explicitly excludes speculative or secondary losses. 

11.4. Beta Services Disclaimer: The Client acknowledges that certain features of the Services may be in beta testing or pre-release phase (“Beta Services”). PixelPai will clearly indicate when a feature is designated as a Beta Service. Beta Services may contain defects or errors and may experience disruptions or inefficiencies. PixelPai makes no guarantees as to the stability or performance of Beta Services and shall not be liable for any loss, damage, or interruption caused by the use of Beta Services. The Client agrees to use Beta Services at their own risk and understands that features may change or be discontinued at any time without notice. 

11.5. Advisory Role in Compliance: PixelPai provides advisory services related to token compliance under MiCA and other relevant regulations. The Client acknowledges that these services do not constitute legal or tax advice, and all final decisions regarding compliance must be validated by the Client’s appointed legal counsel. PixelPai shall not be held liable for any consequences arising from the Client’s reliance on its advisory services without proper validation or due diligence. 

11.6. Exceptions: The limitations and exclusions of liability set forth in this section shall not apply to claims arising from (a) gross negligence or willful misconduct; (b) breach of confidentiality obligations; (c) breaches of intellectual property rights; or (d) liability arising from any applicable data protection regulations, including GDPR. 

12. Governing Law and Jurisdiction

12.1 Governing Law & Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to conflict of law principles, and the Courts of Copenhagen shall have exclusive jurisdiction over any and all disputes relating to this Agreement. 

12.2 Alternative Dispute Resolution: Before initiating formal legal proceedings, the parties agree to attempt to resolve any disputes through Alternative Dispute Resolution (ADR), such as mediation or arbitration. The Danish Institute of Arbitration may be engaged to administer arbitration proceedings if both parties consent. ADR efforts shall be conducted in good faith to reach an amicable settlement, with the venue and procedures agreed upon by both parties. 

12.3 Class Action Waiver: The Client agrees to waive any right to bring or participate in a class action, collective action, or other representative proceeding against PixelPai. This waiver applies to all disputes, claims, or controversies arising from or relating to this Agreement or the use of PixelPai’s Services, to the fullest extent permitted by applicable law. 

13. Eligibility

By accepting these Terms, you agree that you: 

• Are of legal age to enter into this Agreement; 

• Have not previously been suspended or removed from using PixelPai’s services; 

• Will not use PixelPai’s services for any criminal or fraudulent purposes. 

If acting on behalf of a legal entity, you further confirm that: 

• The legal entity is duly organized and validly exists under the laws of its jurisdiction; 

• You have full authority to act on behalf of this legal entity and to bind it to these Terms. 

Additionally, by using PixelPai’s services, you acknowledge that you have read, understood, and accepted these Terms, as well as our Virtual Currency Risk Warning. 

14. Miscellaneous

14.1 Severability: If any provision in these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect as if the invalid or unenforceable provision had never been included. 

14.2 Non-Waiver: The failure of PixelPai or the Client to exercise any right, power, or remedy provided under these Terms shall not constitute a waiver by either party of that right, power, or remedy, nor prevent either party from exercising any such or other rights, powers, or remedies in the future. 

14.3 Force Majeure: PixelPai shall not be liable for (1) any inaccuracy, error, delay, or omission in the transmission or delivery of information; or (2) any loss or damage resulting from events beyond PixelPai’s reasonable control, including, but not limited to, floods, extreme weather, earthquakes, acts of God, fire, war, insurrection, terrorism, pandemics, riots, labor disputes, accidents, government actions, communication or power failures, or equipment or software malfunctions, or any other cause beyond PixelPai’s reasonable control.