Subject to and in accordance with the terms of this Agreement, including these General Terms and Conditions (these “T&Cs”), The-Pixel, LLC (ThePixel) agrees to provide to Customer the services described on the Service Order previously executed by the parties (collectively, the “Services”).  A “Service Order” is defined as services provided by ThePixel. Additional provisions that apply to the Services are set forth on one or more addendums attached to this Agreement (individually and collectively, the “Addenda”).  All Service Orders and Addenda applying to the Services are incorporated into this Agreement by this reference. Any change in the Services (including any addition or modification) must be agreed upon in writing by ThePixel and Customer.  Any terms that are not defined in these T&Cs shall have the definitions given to them in the document in which they are defined.

ThePixel agrees to use good faith efforts to implement the Services in accordance with the applicable Service Order.  Customer agrees to, and, if applicable, agrees to cause its third party providers to, provide ThePixel with all reasonably requested assistance to enable ThePixel to implement the Services in accordance with the applicable Service Order. Billing for individual Services will begin as set out on the applicable Service Order.  If no time is set out on a Service Order, billing will begin when the Services are made available for Customer to use.

Agreement Term. This Agreement and each Addenda shall commence upon execution by the Parties (“Effective Date”), and shall continue as long as there is an active Service Order in effect between the Parties (“Term”).

Service Order Term.  Each Service Order carries its own term under the Agreement (“Service Order Term”).  The effective date for each Service Order Term is the date the Parties execute the Service Order (“Service Order Effective Date”).  The Service Order Term begins on the date the Services set forth in the Service Order are delivered (“Billing Date”), and continues for 12 months (“Service Order Initial Term”), after which it shall automatically renew for 12 month periods (“Service Order Renewal Term”), unless either Party provides written notice of non-renewal to the other Party at least 30 days prior to the end of the Service Order Term.

The expiration of one Service Order Term does not have any impact on the obligations of the Parties set forth in subsequent Service Orders.

The terms, including all rights and obligations, of this Agreement remain in effect until the expiration of the final Service Order Term.

We may terminate a Service Order, or this entire Agreement, prior to the end of an applicable Term, without liability to you, or waiving any of our rights, if:

You, End Users, or any third party using the Services through you, do not comply with the applicable terms of any aspect of this Agreement, including items incorporated by reference;

You have made any false statements to us;

We are prohibited from offering the Services, or a third party vendor stops making aspects of the Services available to us, or uneconomical to continue to provide to you;

You fail to cure a material breach within ten days of written notice from us, or the material breach is incapable of cure;

You file for bankruptcy (whether voluntary or involuntary) or reorganization; and/or

You do not provide us with technical information necessary for us to implement the Services in a commercially reasonable amount of time.

Prior Notice – We agree to provide you with prior written notice of our intention to terminate a Service Order pursuant to this paragraph.  You will be given a reasonable opportunity to cure any issues leading to our termination, unless cure is impossible or would not completely eliminate the grounds for our termination.

Resuming Services – After termination, we may choose to resume providing the Services to you, at your request.  We are under no obligation to do so, and new Fees may be assessed.

You may terminate a Service Order prior to the end of an applicable Term, if we have failed to cure a material breach related to a particular Service within ten days of written notice from you, or our material breach is incapable of cure.

This termination right shall be your sole and exclusive remedy.

Our Service Level Agreement (“SLA”) provides a remedy for certain issues.  If our SLA provides a remedy for an issue, the rights provided to you in this paragraph do not apply and the remedy in the SLA is your sole and exclusive remedy.

Except as otherwise set out in this Agreement, upon the expiration or termination of a Service Order or this entire Agreement, ThePixel shall have no further duties or obligations to provide the terminated Services and Customer shall have no future duties or obligations with respect to the terminated Services.  However, should this Agreement or a Service Order be terminated by us pursuant to paragraph 2(a) above, or by you, except as permitted herein, you shall remain responsible for all accrued and future Fees for the remainder of the Term (“Early Termination Fee”).  The parties agree that the Early Termination Fee is a material inducement for ThePixel to provide the pricing to you set out in the Service Order, and that without the Early Termination Fee, this pricing would not have been offered.

You will pay the fees and charges set out in the Service Order, which includes but is not limited to any and  all costs for third party services, such as pass-through charges and charges for usages or products (“Fees”).  The Fees shall be paid or invoiced as set out in the Service Order, and shall include any applicable sales, use or other taxes.  If the Service Order indicates a minimum usage amount, this minimum usage amount shall be billed, or due, at the same time as other Fees.  Fees are due on the date set out on our invoice (“Due Date”).

First Invoice – Your first invoice will include all non-recurring charges, recurring charges for the first full month, any additional charges incurred as a result of your special requests (such as expedite charges) and the pro-rated amount for Services provided during installation.

Reservation of Rights – We reserve the right: to bill you retroactively for any Services for which we had not previously billed; to bill you retroactively for the costs of the removal and storage of equipment you have placed in our facility if an applicable Service Order is terminated and this equipment is not removed by you; and/or to sell your equipment to satisfy your outstanding balance due.

Late Payment Fees; Certain Remedies – You will pay a late payment charge equal to the lesser of 1.5% per month or the maximum amount permitted by law on invoiced amounts not paid when due (other than disputed amounts resolved in your favor).  ThePixel shall be entitled to recover from you its reasonable attorneys’ fees, court costs, collection charges and other expenses incurred in actions taken to collect unpaid amounts owed pursuant to this Agreement.

Disconnection – If the Services are disconnected due to nonpayment or late payment, you are responsible for all costs incurred by us resulting from the disconnection in addition to any other payment obligations set out in this Agreement.

Fee Disputes – If you believe your invoice is incorrect you may dispute those charges you believe are in error.  You must provide us with notice of your dispute no later than five days prior to the Due Date.  Your notice must be in writing, made in good faith, and contain sufficient facts and documentation for us to conduct an investigation into your claim.  You are not obligated to pay charges in dispute, but remain responsible for those that are not.  Those undisputed charges must be paid by the Due Date.  Upon receipt of your notice of dispute, we will conduct an investigation.  We will notify you in writing of our conclusions within sixty days from the date we receive the documentation of your dispute.  If we determine that your dispute is valid, your account will be credited on your next billing cycle.  If we determine that it is not valid, the parties agree to work together in good faith for the next thirty days to resolve the dispute.  If the parties are unable to resolve the dispute during this time, either party may pursue their remedies at law, as set out in this Agreement.  You waive any right to dispute charges if you do not comply with the provisions of this paragraph.

Taxes – Customer will be responsible for all related bank charges, taxes, withholdings, duties and levies in connection with the Services (excluding taxes based on the net income of ThePixel). Customer’s payments under this Agreement exclude any taxes or duties payable in respect of the Services in the jurisdiction where the payment is either made or received, and Customer is solely responsible for any such taxes or duties (including but not limited to VAT, local/state sales tax or use tax). To the extent that any such taxes or duties are payable by ThePixel, Customer must pay to ThePixel the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, Customer may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, Customer will have the right to provide to ThePixel any such exemption information, and ThePixel will use reasonable efforts to provide such invoicing documents as may enable Customer to obtain a refund or credit for the amount so paid from any relevant revenue authority, if such a refund or credit is available.