Terms of Service

These Terms of Service constitute a legally binding agreement between you ("User," "you," or "your") and PXL8 Technology, Inc., a Delaware corporation ("PXL8," "Company," "we," "us," or "our").

By accessing or using our website at www.pxl8.io, mobile applications, APIs, or any related services (collectively, the "Platform"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy.

We reserve the right to modify these Terms at any time. Material changes will be notified via email or prominent notice on our Platform. Your continued use after such modifications constitutes acceptance of the updated Terms.

To use our Platform, you must:

• Be at least 18 years of age
• Have the legal capacity to enter into a binding contract
• Not be prohibited from using the Platform under applicable laws
• Not be located in, or a citizen or resident of, any jurisdiction where use of the Platform would be illegal or prohibited
• Complete any required identity verification (KYC) procedures

By using the Platform, you represent and warrant that you meet all eligibility requirements.

PXL8 is a blockchain-based platform that enables:

• Creators: To tokenize assets, create campaigns, and offer digital tokens representing various rights and benefits to supporters
• Supporters: To purchase, hold, and trade tokens that represent participation in creator projects
• Marketplace: Secondary market trading of tokens between users
• Wallet Services: Custodial and non-custodial wallet options for managing digital assets

3.1 Tokens and Digital Assets

Tokens created on the PXL8 platform:

• Represent participation rights as defined by each creator's specific terms
• May include benefits such as revenue sharing, exclusive access, or other rewards
• Are NOT securities, investment contracts, or financial instruments unless explicitly stated and registered as such
• Do NOT represent equity, ownership, debt, or voting rights in any company unless explicitly stated

4.1 Account Creation

To access certain features, you must create an account by providing accurate, current, and complete information. You agree to:

• Provide truthful registration information
• Maintain and promptly update your account information
• Not create accounts for others without authorization
• Not create multiple accounts to circumvent restrictions

4.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your login credentials
• All activities that occur under your account
• Immediately notifying us of any unauthorized use
• Using strong, unique passwords and enabling two-factor authentication when available

5.1 Token Purchases

When you purchase tokens on our Platform:

• All sales are final and non-refundable except as required by law
• Prices are displayed in the indicated currency (USD, GBP, etc.)
• You are responsible for any taxes applicable to your purchase
• We reserve the right to refuse or cancel any transaction

5.2 Payment Processing

Payments are processed by third-party payment processors (e.g., Stripe). By making a purchase, you agree to the payment processor's terms of service.

5.3 Fees

The following fees may apply:

• Platform Fee: A percentage fee on token sales (disclosed at time of transaction)
• Transaction Fees: Blockchain network fees (gas fees) for on-chain transactions
• Secondary Market Fees: Royalties and platform fees on resale transactions

6.1 Custodial Wallets

If you use our custodial wallet services:

• We hold your digital assets on your behalf
• You can request withdrawal to an external wallet at any time
• We implement industry-standard security measures

6.2 Non-Custodial Wallets

If you connect your own wallet:

• You are solely responsible for securing your private keys and seed phrases
• We cannot recover lost or stolen assets from non-custodial wallets
• You assume all risks associated with self-custody

If you use the Platform as a creator:

7.1 Campaign Creation

• You must have all necessary rights to tokenize the assets you list
• You must provide accurate descriptions of the benefits associated with your tokens
• You must fulfill all commitments made to token holders
• You must comply with all applicable laws and regulations

7.2 Reward Commitments

When creating reward commitments:

• You agree to honor the stated reward rate, duration, and terms
• Distributions are binding once tokens are sold
• Failure to honor commitments may result in account suspension and legal action

You agree NOT to:

• Violate any applicable laws, regulations, or third-party rights
• Use the Platform for money laundering, terrorist financing, or other illegal purposes
• Engage in market manipulation, wash trading, or fraudulent activities
• Create or promote tokens that are unregistered securities
• Provide false, misleading, or deceptive information
• Impersonate others or misrepresent your affiliation
• Circumvent security measures or access restrictions
• Interfere with the Platform's operation or other users' access
• Use automated systems (bots, scrapers) without authorization
• Upload malicious code, viruses, or harmful content
• Harass, abuse, or harm other users, athletes, or PXL8 personnel
• Contact PXL8 athletes to solicit partnerships, propose business arrangements, pitch products or services, or conduct commercial or promotional outreach related to PXL8 or adjacent activities (see §14.3)
• Submit unsolicited ideas, feature requests, business proposals, or product concepts with any expectation of compensation, attribution, or confidentiality (see §14.2)
• Misrepresent your relationship to PXL8, its athletes, or its personnel
• Download, record, screen-capture, or otherwise save Creator Content except through Platform-provided functions (see §9.6)
• Redistribute, republish, or share Creator Content outside the Platform on any website, social media service, messaging platform, or file-sharing network (see §9.6)
• Circumvent, disable, or tamper with digital rights management, watermarking, or content-protection mechanisms
• Use Creator Content to train machine learning or artificial intelligence models

9.1 PXL8 Intellectual Property

The Platform, including all features, functionality, trademarks, logos, and technology, is owned by PXL8 and protected by intellectual property laws.

9.2 Creator Content

Creators retain ownership of the original content they create and upload to the Platform ("Creator Content"). By uploading Creator Content, you grant PXL8 a worldwide, royalty-free, sublicensable, and transferable license to host, store, reproduce, transmit, publicly display, publicly perform, adapt, and distribute the Creator Content in connection with operating, promoting, and marketing the Platform.

This license is:

• Non-exclusive — you retain the right to upload and distribute your Creator Content elsewhere;
• Perpetual and irrevocable with respect to any Creator Content that, prior to termination of your account, has been made available to subscribers or PASS holders as part of a paid subscription, PASS entitlement, or other transaction where paying supporters relied on its continued availability (see §9.4);
• Terminable with respect to all other Creator Content upon termination of your account, subject to a reasonable operational wind-down period of up to thirty (30) days.

9.3 Creator Representations and Warranties

By uploading Creator Content, you represent and warrant that:

• You own or have obtained all rights, licenses, consents, and permissions necessary to grant the license in §9.2, including rights in any third-party material incorporated in the content (for example, fight footage owned by a promoter, music, event imagery, or footage of other individuals);
• The Creator Content does not infringe any third party's intellectual property, privacy, publicity, or other rights;
• You have obtained appropriate consents from any individuals appearing identifiably in the Creator Content;
• The Creator Content complies with applicable laws and the Platform's acceptable-use standards.

You agree to indemnify, defend, and hold harmless PXL8 from any claims, damages, or costs arising from breach of these representations and warranties or from third-party claims relating to your Creator Content.

9.4 Continued Subscriber Access After Creator Departure

To protect subscribers and PASS holders who paid in good faith for access to Creator Content, the license granted in §9.2 with respect to paid-access content is irrevocable and survives:

• Termination or suspension of your account, whether initiated by you or by PXL8;
• Your decision to cease creating content on the Platform;
• Any migration of your activities to another platform or service.

Following your departure, PXL8 may continue to make such Creator Content available to:

• Subscribers holding an active subscription that included access at the time of your departure, for the remainder of their subscription term and any already-committed renewal;
• PASS holders whose PASS entitled them to access such content, for the duration stated in their PASS terms.

PXL8 will not enroll new subscribers into departed-Creator subscriptions except to fulfill pre-existing entitlements (for example, a PASS sold before departure that remains active).

You may request removal of specific Creator Content for legitimate reasons, including content that infringes third-party rights, contains inaccurate sensitive information about you, was uploaded in error, or must be removed under applicable law. PXL8 will evaluate such requests in good faith and honor them where legally or ethically appropriate, subject to reasonable notice to affected subscribers.

9.5 Name, Image, and Likeness

You grant PXL8 a worldwide, royalty-free, sublicensable license to use your name, image, likeness, voice, biographical information, and public social media handles for the purpose of operating, promoting, and marketing the Platform and your presence on it. Following termination, this license survives only to the extent necessary to support subscriber entitlements under §9.4 and to maintain accurate historical records of your prior presence on the Platform.

9.6 Subscriber Use of Creator Content

Access to Creator Content is granted to subscribers and PASS holders for personal, non-commercial viewing on the Platform only. You may not:

• Download, record, screen-capture, or otherwise save Creator Content, except through Platform-provided functions and solely for personal offline viewing where such functions exist;
• Redistribute, republish, upload, post, stream, broadcast, or otherwise share Creator Content on any website, social media service, messaging platform, file-sharing network, or other public or semi-public forum;
• Circumvent, disable, or tamper with any digital rights management, watermarking, access control, or other content-protection mechanism;
• Use Creator Content to train machine learning or artificial intelligence models, or for any commercial purpose;
• Remove or alter any copyright, trademark, or other proprietary notice embedded in or associated with the Creator Content.

Limited fair-use activities are not restricted. Nothing in this section prohibits sharing a single still image for commentary or criticism, quoting short excerpts in a review, or linking to the public Platform URL where Creator Content is hosted. Any reproduction beyond such limited uses requires PXL8's express written permission.

9.7 DMCA and Copyright Complaints

PXL8 respects intellectual property rights and responds to valid notices of claimed infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512). To submit a DMCA notice, contact our designated agent at legal@pxl8.xyz. Accounts of repeat infringers will be terminated.

10.1 No Investment Advice

10.2 Platform Provided "As Is"

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10.3 Risk Acknowledgment

You acknowledge and accept that:

• Digital assets are volatile and may lose value
• Blockchain transactions are irreversible
• Regulatory changes may affect the Platform or your tokens
• Technical failures or security breaches may occur
• Creator projects may fail to deliver promised benefits

10.4 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PXL8 AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. OUR TOTAL LIABILITY SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

You agree to indemnify, defend, and hold harmless PXL8 and its officers, directors, employees, contractors, agents, licensors, and suppliers from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees arising from your use of the Platform, violation of these Terms, or violation of any third-party rights.

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to conflict of law principles.

12.2 Arbitration Agreement

Any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.

• Arbitration shall take place in Miami, Florida, or remotely via video conference
• The arbitrator's decision shall be final and binding

12.3 Class Action Waiver

YOU AGREE TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS AND WAIVE ANY RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS.

13.1 Termination by You

You may terminate your account at any time by contacting support.

13.2 Termination by Us

PXL8 reserves the right, in its sole discretion and without prior notice, to suspend or terminate your account and access to the Platform for conduct that violates these Terms or that PXL8 determines in good faith to be harmful to the Platform, its athletes, its users, or its personnel. Grounds for suspension or termination include, without limitation:

• Breach of these Terms or our acceptable-use standards;
• Harassment of PXL8 personnel, athletes, or other users;
• Unsolicited commercial outreach to PXL8 athletes (see §14.3);
• Misrepresentation of your relationship with PXL8 or its athletes;
• Attempts to circumvent platform rules, security measures, or access restrictions;
• Fraudulent, abusive, or illegal activity;
• Conduct materially inconsistent with the community standards of the Platform;
• Circumstances where we are required to suspend or terminate by law.

13.3 Effect of Termination

Upon termination, your right to use the Platform ceases immediately. You may withdraw any remaining assets from custodial wallets (subject to verification).

If you are a Creator, the license you granted under §9.2 and your obligations under §9.3 survive termination to the extent described in §9.4, so that subscribers and PASS holders who paid prior to your departure continue to receive the access they paid for.

If you are a Subscriber or PASS holder, the restrictions in §9.6 survive termination with respect to any Creator Content you accessed while your account was active.

13.4 No Refund Upon Termination for Cause

Where your account is suspended or terminated for violation of these Terms, PXL8 is under no obligation to refund any prior purchases, including PASS subscriptions, tokens, or other products or services, and you waive any such claim. This section operates in addition to, and does not limit, §5.1.

14.1 No Partnership or Advisory Relationship

Your purchase of PASS subscriptions, tokens, or any other PXL8 product or service, and your use of the Platform, does not create any partnership, advisory, employment, agency, joint venture, or fiduciary relationship between you and PXL8, its athletes, affiliates, officers, or employees. You acquire no right to influence product direction, athlete selection, business strategy, operational decisions, or any other aspect of PXL8's business by virtue of your purchases, subscription level, platform activity, or community participation.

14.2 Unsolicited Submissions

PXL8 does not solicit or accept unsolicited ideas, suggestions, feature requests, product concepts, business proposals, or similar submissions from users ("Submissions"). Any Submission you provide is non-confidential and non-proprietary, becomes the property of PXL8 upon submission without compensation or attribution, and creates no obligation on PXL8's part to review, respond to, acknowledge, implement, or consider such Submission. You waive any claim against PXL8 related to similarity between any Submission and PXL8's products, services, or business activities, whether existing or future.

14.3 Prohibited Conduct Toward Athletes

You shall not contact PXL8 athletes — through the Platform, PXL8 communication channels, social media, or any other means — for the purpose of proposing business arrangements, soliciting partnerships, pitching products or services, offering advisory or consulting relationships, or otherwise conducting commercial or promotional outreach related to PXL8, combat sports technology, athlete monetization, or adjacent activities. All proposals involving PXL8 athletes must be directed in writing to PXL8 at legal@pxl8.xyz and are subject to PXL8's sole discretion. Misrepresenting your relationship to PXL8 or its athletes is strictly prohibited and is grounds for immediate termination under §13.2.

• Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and PXL8.
• Severability: If any provision is found invalid, the remaining provisions continue in full force.
• Waiver: Our failure to enforce any right shall not constitute a waiver of such right.
• Assignment: You may not assign these Terms without our consent. We may assign our rights without restriction.
• Force Majeure: We shall not be liable for delays due to circumstances beyond our reasonable control.