Terms of Use (AGB)

Pixalo – Software-as-a-Service for Photographers · As of: September 2026 · Version 1.3

§ 1 Scope of Application

1.1 Provider

These Terms of Use apply to the use of the SaaS platform Pixalo, operated by:

1.2 Scope of Application

These Terms of Use apply exclusively to business operators in the sense of § 14 BGB. The platform is directed exclusively at commercial users (B2B).

Deviating terms and conditions of the user do not become part of the contract unless Pixalo expressly agrees to them in text form.

Registration is permitted only to persons of full age with unlimited legal capacity. If the registration is made on behalf of a legal entity or company, the acting person warrants that they are authorized to represent it.

§ 2 Subject Matter of the Contract

2.1 Description of Services

Pixalo provides a technical SaaS platform through which users (hereinafter "Tenant") can in particular:

• Operate photographer online shops
• Provide and sell photos
• Process orders digitally

2.2 Boundaries

Pixalo is explicitly:

• not a marketplace – Pixalo does not mediate transactions
• not a payment service provider – payments run through the Tenant's provider accounts
• not a contractual partner – between the Tenant and their end customers

Pixalo does not guarantee any specific economic success and assumes no warranty for revenues, sales numbers, or customer satisfaction.

§ 3 Registration and Contract Conclusion

3.1 Registration

Use of Pixalo requires registration. The Tenant must provide true and complete details.

3.2 Contract Conclusion

By completing the registration:

• the Tenant accepts these Terms of Use
• enters into a Data Processing Agreement (DPA) pursuant to Art. 28 GDPR
• confirms acknowledgment of the Privacy Notice

The contract is concluded upon confirmation of registration by Pixalo. Pixalo reserves the right to reject registrations without stating reasons.

The obligations under Sec. 312i (1) sentence 1 nos. 1 to 3 of the German Civil Code (BGB) regarding general duties in electronic commerce are waived.

3.3 Account Security

The Tenant is responsible for keeping their access credentials confidential and for all activities under their account to the extent these are attributable to the Tenant. Responsibility for security defects within Pixalo's sphere of responsibility remains unaffected.

3.4 Free Trial Period

Pixalo may provide new Tenants with a free trial period (generally 14 days) with limited storage and functionality. No payment method needs to be provided for the trial period. The trial period ends automatically without a paid subscription arising as a result; for continued use, the Tenant must actively book a paid plan. The handling of data processed during the trial period is governed by the DPA and the deletion periods set out there.

§ 4 Scope of Service

4.1 Provision

Pixalo provides the Tenant with:

• the technical platform with the features included in the chosen plan
• storage space according to the booked plan (GB-based)
• basic system functions for operation and security

4.2 Development

Pixalo is entitled to develop, modify, or adapt features, provided that the purpose of the contract is not significantly impaired.

Significant modifications will be communicated to the Tenant in a timely manner.

4.3 Feedback

If the Tenant submits suggestions, improvement requests or other feedback regarding the platform, Pixalo is entitled to use it for the operation and further development of the platform without limitation in time and free of charge.

§ 5 Prices and Billing

5.1 Subscription

Use is on a subscription basis. Billing is monthly or annually according to the selected plan.

Costs are based in particular on:

• booked plan (storage allowance)
• agreed additional services

The subscription renews automatically for the respective billing period unless terminated beforehand. Fees already paid for current billing periods are not refunded pro rata, to the extent legally permissible. Price changes pursuant to Section 5.3 apply only from the following billing period.

5.2 Subscription Payment Processing

Payment for the Pixalo subscription is processed via Stripe. The Tenant authorizes payments via Stripe using the available payment methods.

In the event of failed payments, Pixalo may temporarily restrict access after sending a reminder.

5.3 Price Adjustments

Pixalo reserves the right to adjust prices and rates with a notice period of at least 30 days. In this case, the Tenant has a special right of termination.

§ 6 Payment Processing by Tenants

6.1 Tenant Payment Providers

Tenants can connect their own payment providers (e.g., Stripe, PayPal, bank transfer) to receive payments from their end customers.

Pixalo exclusively provides the technical interface for this.

6.2 Tenant Responsibility

The Tenant is solely responsible for:

• setting up, managing, and verifying their payment accounts
• compliance with all contractual, legal, and tax obligations
• taxes, invoicing, and accounting
• refunds, chargebacks, and disputes with end customers
• KYC, AML, and compliance requirements of payment providers

Pixalo generates invoices to end customers automatically based on the invoice settings stored by the Tenant (e.g. tax rates, small business status, company and address details). The Tenant is solely responsible for their accuracy and legal conformity; Pixalo has no duty to verify them.

6.3 Disclaimer of Liability

Pixalo is not liable for disruptions, blocks, payout delays or other errors that lie exclusively within the sphere of responsibility of the payment service provider integrated by the Tenant or of the Tenant, in particular:

• suspension, restriction, or termination by payment providers
• Errors in payment processing by the payment service provider
• losses due to chargebacks or fraud
• delays in payouts

Liability for errors of the technical interface for which Pixalo is responsible is governed by § 11.

§ 7 Fair Use and System Protection

7.1 Principle

Pixalo is designed as a multi-tenant platform. All Tenants are obligated to use the platform fairly and in a resource-friendly manner.

7.2 Unusual Usage

In the event of exceptionally high usage that endangers the stability of the platform or affects other Tenants, Pixalo is entitled to take measures.

Unusual usage is defined in particular as:

• extremely high traffic exceeding standard industry levels
• excessive CPU or resource utilization
• automated access without prior agreement
• usage patterns indicating abuse

7.3 Permissible Measures

In the event of unusual usage, Pixalo may:

• temporarily throttle usage (rate limiting)
• restrict individual functions temporarily
• recommend a plan upgrade
• suspend access temporarily in case of acute danger

Pixalo will inform the Tenant in advance as far as possible and reasonable.

7.4 Additional Costs

If exceptional usage demonstrably causes additional infrastructure costs, Pixalo may offer the Tenant an upgrade or a separate agreement.

Automatic back-billing will not occur without prior notice and consent.

Pending agreement on a suitable solution, Pixalo is entitled to limit usage reasonably to ensure the stability of the platform.

§ 8 Content and Responsibility

8.1 Preview Images

Preview images are provided in reduced resolution and with watermarks.

8.2 Original Images and Downloads

Original files are generally available to end customers only after a completed purchase; for prepayment methods (e.g. bank transfer), only after confirmation of receipt of payment.

The validity period of download links is set by the tenant in the settings (7 to 90 days from the order, default 7 days). After this period, downloads are no longer possible. The tenant is responsible for informing their customers about the applicable period.

The Tenant is responsible for keeping their own copies of the original files and other content they upload and for making regular backup copies. If the Tenant breaches this duty, Pixalo's liability for data loss is limited to such damage as would have occurred even with proper regular data backups by the Tenant.

8.3 Tenant Responsibility

The Tenant is solely responsible for:

• all uploaded content
• compliance with copyright and image rights
• obtaining necessary consents (especially for minors)
• the lawfulness of publication

Pixalo does not check content for lawfulness. Upon becoming aware of infringements, Pixalo will remove corresponding content and/or suspend access temporarily.

8.4 Legal Duties of the Tenant

The Tenant is obligated to:

• provide a lawful legal notice (Impressum)
• use their own terms (AGB) and privacy policy for their shop
• respect consumer rights (e.g., right of withdrawal)
• fulfill tax obligations (e.g., VAT)
• provide customer support and handle complaints

8.5 Legal templates and sample texts

Pixalo may provide the tenant with non-binding templates, sample texts and documents. These serve exclusively as a general working aid and do not constitute individual legal advice.

The tenant is obliged to check the templates for completeness, suitability and legality before using them. If a template is not suitable for the specific photo day or the tenant’s actual data processing operations, or if additional information is required, the tenant must use their own legally reviewed consent form or another suitable document.

Pixalo does not warrant that a provided template meets the legal requirements of the specific individual case without further review or supplementary measures. Mandatory statutory liability provisions remain unaffected.

8.6 Rights of Use in Content

The Tenant grants Pixalo a free, simple (non-exclusive) right, limited to the term of the contract, to use the content uploaded by the Tenant (in particular photos, texts and logos) exclusively for the purpose of providing the contractual services. This includes in particular storage on servers, reproduction to the extent required (e.g. in backups), processing to generate preview images, watermarks and thumbnails, and making the content publicly available in the Tenant's online shop.

The Tenant warrants that they hold all rights required for this and have obtained all necessary consents, in particular copyright licenses, trademark and other identifier rights as well as consents of the persons depicted or their legal guardians.

§ 9 Availability and Maintenance

9.1 Availability Target

Pixalo strives for high platform availability. There is no claim to uninterrupted use.

9.2 Maintenance

Planned maintenance will be conducted outside peak usage times whenever possible and announced in advance.

Immediate maintenance may be necessary for urgent security updates or troubleshooting.

9.3 Force Majeure

Pixalo is not liable for service failures due to force majeure or other events outside Pixalo's sphere of influence and responsibility. Liability for selection, configuration or monitoring errors for which Pixalo is responsible remains unaffected.

§ 10 Term and Termination

10.1 Term

The contract is concluded for an indefinite period. The billing period depends on the selected plan and is one month or one year.

10.2 Ordinary Termination

The Tenant may terminate the subscription at any time at the end of the current billing period.

10.3 Extraordinary Termination

Both parties may terminate without notice for cause. Cause for Pixalo exists in particular in case of:

• repeated or severe violation of these Terms of Use
• payment default of more than 30 days despite reminder
• unlawful content or activities

10.4 Consequences of Termination

After contract termination:

• the account is deactivated
• personal data is deleted in accordance with the Privacy Notice and DPA, unless legal retention obligations prevent this
• invoice and accounting record data relevant under tax and commercial law is, in accordance with § 14 of the DPA, either handed over for the Tenant's own retention or, on the basis of a continuing documented instruction, archived in blocked form for the statutory retention period (generally eight, in some cases ten years; Sec. 147 AO, Sec. 257 HGB)

After the end of the contract, return, deletion and any continued blocked archiving of personal data are governed exclusively by § 14 of the DPA; the Tenant may exercise the choice provided for there within 30 days of the end of the contract. A data export may also be requested before the end of the contract.

§ 11 Liability

11.1 Limitation of Liability

Pixalo is liable without limitation only for damages resulting from intentional or gross negligence, as well as for damages from injury to life, body, or health.

11.2 Simple Negligence

In case of simple negligence, Pixalo is only liable for the breach of essential contractual duties (cardinal duties) and limited to foreseeable, contract-typical damages.

11.3 Maximum Liability Amount

To the extent liability is limited under Section 11.2 to the foreseeable damage typical for the contract, it is additionally limited to the fees paid by the Tenant in the twelve months preceding the occurrence of the damage. This limitation does not apply in the cases of Section 11.1, in the event of fraudulent concealment, under assumed guarantees, or where liability is mandatory by law, in particular under Art. 82 GDPR.

11.4 Exclusions

Subject to Sections 11.1 and 11.2 and to the extent legally permissible, liability is excluded for:

• lost profit
• indirect and consequential damages
• data loss, unless the Tenant has carried out appropriate data backups
• damages caused by content of the Tenant or their end customers

11.5 Indemnification

The Tenant indemnifies Pixalo against justified third-party claims based on a breach of these Terms of Use, statutory provisions or third-party rights for which the Tenant is responsible. Pixalo informs the Tenant without undue delay of any claims asserted and, where reasonable, enables the Tenant to participate in the legal defense.

11.6 Claims for Defects

Strict liability for defects already existing at the time of conclusion of the contract pursuant to Sec. 536a (1) alt. 1 BGB is excluded. Fault-based liability remains unaffected.

Claims for defects become time-barred within twelve months from the start of the statutory limitation period. The shortening of the limitation period does not apply to claims based on intent, gross negligence, fraudulent concealment, assumed guarantees, injury to life, body or health, or mandatory statutory liability, in particular under Art. 82 GDPR.

§ 12 Data Protection

Processing of personal data is carried out in accordance with:

• Privacy Notice
• Data Processing Agreement (DPA)

The DPA is bindingly concluded upon registration.

§ 13 Modification of the Terms of Use

Pixalo may amend these Terms of Use to the extent the amendment is necessary due to a change in the legal situation, supreme court case law, technical developments, security requirements or to close gaps that have subsequently arisen, and is reasonable for the Tenant. Amendments are announced at least 30 days before taking effect by email or via the platform.

Amendments that materially change the contractual balance, the main performance obligations, prices, terms or liability provisions require the Tenant's express consent. Changes to the DPA, the TOMs and the sub-processors are governed exclusively by the provisions set out there.

In case of significant changes, the Tenant has a special right of termination.

§ 14 Miscellaneous

14.1 Governing Law

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).

14.2 Jurisdiction

The place of jurisdiction is – to the extent legally permissible – Duisburg.

14.3 Severability

Should individual provisions of these Terms of Use be or become invalid in whole or in part, the validity of the remaining provisions remains unaffected. The statutory provisions take the place of the invalid provision.

14.4 Text Form

Individual agreements between the parties remain unaffected and take precedence. Amendments and side agreements require text form.

14.5 Set-off and Retention

The Tenant may set off against claims of Pixalo only with undisputed counterclaims or counterclaims established by final judgment. Rights of retention are available to the Tenant only for counterclaims arising from the same contractual relationship.