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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.<\/span><\/p>\n <\/p>\n <\/p>\n 1.1.<\/strong> <\/span>“Services”<\/span><\/b>: 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.<\/span><\/p>\n <\/p>\n 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 1.2.<\/strong> <\/span>“Client”<\/span><\/b>: Pixelpai only serves Business-to-Business customers. Client refers to any entity or organization that utilize PixelPai\u2019s Services for a business purpose under the terms of this Agreement.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 1.3.<\/strong> <\/span>“Agreement”<\/span><\/b>: 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 1.4. <\/strong>“Deliverables”<\/span><\/b>: 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 1.5. <\/strong>“Documentation”<\/span><\/b>: 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n <\/p>\n 2.1. Client Account Security:<\/span><\/b> 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 3<\/span>rd<\/span> parties and must immediately notify PixelPai if they suspect any unauthorized access or usage. <\/span><\/p>\n 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 2.2. Regulatory Compliance Obligations:<\/span><\/b> The Client agrees to comply with all applicable laws, regulations, and rules, including but not limited to digital assets, AML\/CFT, and privacy regulations.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 2.3. Appointment of Compliance Liaison: <\/span><\/b>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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 2.4. Accuracy of Information:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 2.5. System Requirements:<\/span><\/b> The Client must ensure that all system access, compatibility, and software required for integration with PixelPai\u2019s services are maintained at their own expense.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 2.6 Blockchain and Digital Asset Risks:<\/span><\/b> 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. <\/span><\/p>\n The Client agrees that they have carefully considered these risks and have conducted their own due diligence before engaging with PixelPai\u2019s 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 2.7. API Integration and Testing: <\/span><\/b>The Client will provide access to testing environments, API documentation, and other necessary resources to facilitate seamless integration with PixelPai\u2019s platform. The Client is responsible for ensuring compatibility and resolving any technical issues on their systems that may impact on the integration process.<\/span>\u00a0<\/span><\/p>\n <\/p>\n <\/p>\n 3.1. Pricing:<\/span><\/b> Fees for the Services shall be as stated on PixelPai\u2019s website or as outlined in a separate agreement with the Client. PixelPai reserves the right to adjust fees upon thirty (30) days\u2019 notice, with the Client having the option to terminate the Agreement if they do not agree to the new fee structure.<\/span><\/p>\n 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 3.2. Payments:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 3.3. Late Payments:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 3.4. Retainer and Performance Fees: <\/span><\/b>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.<\/p>\n <\/p>\n <\/p>\n 4.1. PixelPai\u2019s Compliance:<\/span><\/b> PixelPai shall comply with all applicable laws and regulations related to the conduct of its business.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 4.2. Client\u2019s Compliance:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 4.3. Cooperation with Authorities:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n <\/p>\n 5.1. Security Measures:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 5.2. Data Breach Response: <\/span><\/b>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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 5.3. Client\u2019s Audit Rights:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n <\/p>\n 6.1. Ownership:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 6.2. License Grant:<\/span><\/b> PixelPai grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for the Client\u2019s 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.<\/span>\u00a0<\/span><\/p>\n 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 6.3. Prohibited Activities:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n In addition to the above, the Client agrees not to:<\/span>\u00a0<\/span><\/p>\n \u00a0<\/span><\/p>\n 6.4. Feedback:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n <\/p>\n 7.1. Confidential Information:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 7.2. Protection of Confidential Information:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 7.3. Non-Disclosure:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 7.4. Obligations Post-Termination:<\/span><\/b> The confidentiality obligations outlined in this Agreement shall survive for five (5) years following the termination of the Agreement. This period aligns with PixelPai\u2019s data retention policies and regulatory requirements to protect confidential and personal data during and after the termination of the relationship.<\/span>\u00a0<\/span><\/p>\n <\/p>\n <\/p>\n 8.1. Communications from PixelPai: <\/span><\/b>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\u2019s 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 8.2. Communications to PixelPai:<\/span><\/b> The Client must send all communications relating to this Agreement to the email address <\/span>support@pixelpai.com<\/span><\/a>. Alternatively, the Client may use the contact link available on PixelPai\u2019s website at <\/span>www.pixelpai.com<\/span><\/a> for inquiries or requests.<\/span>\u00a0<\/span><\/p>\n <\/p>\n 8.3. Client Responsibility for Contact Information:<\/span><\/b> 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.<\/span>\u00a0<\/span><\/p>\n <\/p>\n <\/p>\n 9.1. Term:<\/span><\/b> This Agreement shall commence on the Effective Date and continue until terminated by either party in accordance with this section.<\/span>\u00a0<\/span><\/p>\n <\/p>\n1. Definitions<\/strong><\/h3>\n
2. Client Responsibilities<\/span><\/b><\/h3>\n
3. Payment Terms<\/span><\/b><\/h3>\n
4. Compliance with Laws<\/span><\/b><\/h3>\n
5. Data Privacy and Security<\/span><\/b><\/h3>\n
6. Intellectual Property Rights<\/span><\/b><\/h3>\n
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7. Confidentiality<\/span><\/b><\/h3>\n
8. Communications<\/span><\/b><\/h3>\n
9. Term and Termination<\/span><\/b><\/h3>\n