Image Relay Terms of Service (April 20, 2020).

By using any of the services of Image Relay including, without limitation, Image Relay’s Software as a Service application for managing, organizing, and distributing digital assets (collectively, the “Service” or “Services”), you agree to be bound by the terms and conditions set forth herein, including any changes or amendments (the “Terms of Service”), and by the below referenced Privacy Policy. If you are using the Services on behalf of an organization, you are agreeing to these Terms of Service for that organization and representing that you are a duly authorized representative of the organization and that you have the authority to bind that organization to these Terms of Service (in which event, "you" and "your" will refer to that organization). You further represent that you are authorized to enter into financial transactions and are authorized to use credit cards on behalf of your organization. You may use the Services only in compliance with these Terms of Service and only if you have the power and capacity to form a contract with Image Relay and are not barred under any applicable laws from doing so. Please contact legal@imagerelay.com if you have any questions regarding these Terms of Service.

Image Relay reserves the right to update and change the Terms of Service from time to time without notice in our sole discretion. We will indicate at the top of these Terms of Service the date that these Terms of Service were last updated. Any changes will be effective as of the date of posting. Accordingly, we encourage you to check these Terms of Service on the Image Relay website frequently. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to these Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes. If you don’t agree to any of the changes, Image Relay is not required to keep providing the Service, and you must cancel and stop using the Service. You can review the most current version of the Terms of Service at any time at: https://www.imagerelay.com/terms-of-service.

  1. Copyright and Ownership of Intellectual Property:

    Image Relay has developed, and is the owner of, a Software as a Service application for managing, organizing, and distributing digital assets, including, without limitation, all source code associated therewith (the “Image Relay Application”). You acknowledge Image Relay’s exclusive ownership of the Image Relay Application, and understand and agree that you shall not acquire any rights in or to the Image Relay Application by virtue of these Terms of Service. Any improvements, modifications, or alterations to the Image Relay Application that are made in connection with these Terms of Service or your feedback shall be the sole and exclusive property of Image Relay. The look and feel of the Image Relay Application and all contents of the Image Relay websites and the Services is copyrighted© 2002-2020 Image Relay, Inc. All rights reserved. You may not duplicate, copy, transfer, reproduce, sell, exploit, or reuse any portion of the HTML/CSS or visual design elements of the Image Relay Application.

  2. Your Account Terms:
    1. You must use your legal full name and legal company name if applicable. You must provide a valid email address and any other requested information necessary to complete the signup process.

    2. You may not use the Service for any illegal or unauthorized use. Further, your use of the Service must not violate these Terms of Service or any laws in your jurisdiction or the jurisdiction of your users or recipients of any content that you upload to the Service including, without limitation, files, data, audio, video, images, and all other digital materials (the “Content”).

    3. You are responsible for all Content uploaded to the Service.

    4. You are responsible for safeguarding your password for the Service and must keep your password confidential and must not share or authorize a third-party to use your password.

    5. You are responsible for granting users access to your Content and determining the level of permissions and administrative capabilities an individual user may have.

    6. You understand that you may provide personal or company information to set up your Account on the Service (the “Account”). Any personal information you share is governed by Image Relay’s Privacy Policy. You further understand and assume all responsibility and liability when you provide personal information of an individual user of your Content when creating individual user profiles to access your Content, including, without limitation, email address(es) and company information.

    7. You understand that Image Relay integrates with third-party applications to provide you with optional performance and integrated capabilities. If you choose to access our Services through a third-party application or share your personal information with a third-party application, Image Relay is not responsible for the third-party’s use of your personal information, and your personal information will be governed by such third-party’s policies.

    8. You represent and warrant that you are responsible for maintaining the Account in its entirety, including, without limitation, organizing Content, administering accounts to access the Content, uploading Content, distributing Content, or deleting Content.

    9. You are responsible for all use of your Account and Image Relay will not be liable for any loss or damage resulting from any unauthorized use of your Account or user-generated error on the part of authorized or unauthorized users of your Account.

    10. You acknowledge that Image Relay will send communications regarding the Services, including, without limitation: (a) notices regarding your Account; (b) Notices about updates and promotion information; and (c) information about Image Relay. We will always provide the opportunity to opt-out of these communications.

    11. You understand that Image Relay uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.

    12. Customer support for any technical questions related to the operation of the Service is only available via instant messaging, email, or through our customer support center (http://support.imagerelay.com).

    13. You must not use the Service in any manner or means to perform or assist in the transmission of unsolicited communications, including but not limited to, email, SMS or “spam” messages. Furthermore, you must not use the Service to upload, transmit, or store in part or in whole any viruses, worms, or any code of malicious or destructive nature.

    14. You understand that Image Relay provides a base level of storage and bandwidth for each service level plan (25GB/m for Startup, 50GB/m for Growth, 250GB/m for Professional, and 250GB/m for Enterprise). If your Account exceeds the allotted bandwidth or storage you will be notified and provided the opportunity to purchase additional blocks of storage or bandwidth. If you fail to purchase additional storage or bandwidth or reduce your usage Image Relay reserves the right to charge overage fees, immediately disable your account, or limit your use of the Service until you can reduce your storage or bandwidth consumption.

  3. Content:
    1. All Content must comply with U.S. copyright law. You represent and warrant that all Content is either owned by you or properly licensed for your use.

    2. Image Relay claims no intellectual property rights, ownership, or responsibility over the Content.

    3. You represent and warrant that you are responsible for managing Content and have legal rights and license(s) to upload, store, and transmit Content used with this Service and your Content does not violate these Terms of Service or any laws in your jurisdiction or the jurisdiction of your users or recipients of your Content.

    4. Image Relay does not pre-screen Content, but Image Relay may, but has no obligation to, refuse or remove Content and Image Relay accounts containing Content that it determines in its sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property rights, these Terms of Service, or applicable law.

    5. Image Relay encrypts Content at rest and in transmission using SSL, however, you understand that the technical processing and transmission of the Service, including your Content, may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

    6. You expressly authorize Image Relay and its contractors, business partners, and affiliates to share the Content and collect information on the use, storage and transmission of Content and the right to modify, adapt, reproduce, distribute, display, and disclose Content used with the Service solely for the purpose of complying with these Terms of Service and to provide you with additional functionality and enhance the performance of the Service.

    7. Image Relay integrates with third-party applications to provide you with optional and integrated capabilities. If you choose to access our Services through a third-party application or share your Content with a third-party application, Image Relay is not responsible for the third-party’s use of your Content.

    8. You may supply language to Image Relay that is intended to be agreed to by your users. If you do supply such language, you represent and warrant that such language is not unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, or otherwise objectionable or violates any party’s intellectual property rights, these Terms of Service, or applicable law. Image Relay may refuse such language in its sole discretion. In the event that Image Relay agrees to use such language, you agree to indemnify and hold harmless Image Relay against any and all claims or losses (including, without limitation, reasonable attorneys’ fees) relating to such language.

  4. Account Data Analytics:
    1. To provide the Service and improve functionality of the Service you understand that we or our service providers, business partners, affiliates, and other vendors may collect data on the use of your Account including but not limited to user and Content activity. Any personal information collected for analytics purposes is subject to the Image Relay Privacy Policy.

    2. Image Relay automatically records information from the devices and software of the users of your Content including, without limitation, their activity when using the Service.

    3. Image Relay uses “cookies” to collect information to enhance the user experience, improve the speed of our Service, and to enable features of the Service. The use of “cookies” is governed by the Privacy Policy.

    4. Image Relay tracks transmission of Content to provide you with more detailed tracking reports of your Account activity.

  5. Confidentiality:

    Image Relay acknowledges that all your non-public information is confidential and of great value to you, including any information not already lawfully available to the public concerning you (“Confidential Information”). Confidential Information includes, without limitation, any technical data, design, pattern, formula, computer program, source code, object code, algorithm, subroutine, manual, product specification, or plan for a new, revised or existing product; any business, marketing financial pricing, or other sales-related data; any information regarding your present or future business or products; any information regarding employees or contractors including contract information, employee lists, organizational charts, information concerning particular employee skill sets, technical and business knowledge, and compensation; and any information concerning the particular needs of clients or customers and their buying patterns, service needs, price sensitivities, key decision makers (and the contact information for such individuals), product needs, product specifications, request for proposals, and any other information that by its nature or under the circumstances of its disclosure should be reasonably understood to be confidential. Confidential Information also includes any non-public, customer, partner and vendor information. Accordingly, Image Relay does hereby agree not to disclose to anyone at any time, and to take reasonable steps to safeguard the secrecy of, any Confidential Information obtained by Image Relay during the term of this Agreement. Image Relay shall use Confidential Information only to provide Services. 

  6. Privacy and Data Protection: 

    Image Relay shall handle all personal information (as defined by applicable law), if any, received from you or on your behalf, in accordance with applicable laws. Any personal information collected or accessed by Image Relay in the performance of the Services shall be limited to that which is strictly necessary. Image Relay shall not share any such personal information with any third parties for any reason except as necessary to perform Services and as pre-approved in writing by you. Image Relay shall delete personal information in a secure manner when it is no longer needed for the performance of Services unless otherwise instructed by you. Image Relay shall take all reasonable administrative, technical, and physical steps to protect personal information in its possession from unauthorized use, access, disclosure, alteration or destruction. Image Relay will notify you promptly in the event of any loss, theft, unauthorized disclosure, or unauthorized acquisition, of data containing personal information, whether in physical or electronic form, that is not encrypted or otherwise secured so that it is unreadable and unusable by an unauthorized party. Image Relay self certifies and complies with both the E.U.-U.S. Privacy Shield and the Swiss-US Privacy Shield as set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal data from European Union member countries and Switzerland. Image Relay complies with the General Data Protection Regulation. Image Relay has certified that it adheres to the Safe Harbor Privacy Principles of notice, choice, onward transfer, security, data integrity, access, and enforcement.

  7. Payment, Refunds, Upgrades and Downgrades: 
    1. The Service is billed in advance on an annual basis and is non-refundable. There will be no refunds or credits for partial months of service, no account activity or upgrade/downgrade refunds, except as referenced in a separate statement of work. Failure to make a payment by the due date set forth on the invoice may result in your access to the Service being suspended and/or canceled at Image Relay’s discretion. 

    2. All fees charged are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes. 

    3. Downgrading your Service may cause the loss of Content, features, or capacity of your Account. If you downgrade or cancel your Service without appropriate notice to Image Relay, Image Relay does not accept any liability for such loss and you agree to hold Image Relay harmless from any such loss. 

    4. All fees for the Service are set forth in a related statement of work or on your account billing page, and you acknowledge and agree to all service limits, including but not limited to, storage and bandwidth allotments and fees set forth in the statement of work.

  8. Term; Termination: 
    1. The term of these Terms of Service shall be one (1) year, commencing on the Effective Date. At the termination of the initial one (1) year term, and each successive term, these Terms of Service shall automatically be renewed for successive one (1) year terms unless either party notifies the other party in writing not less than sixty (60) days prior to the expiration of the then-current term that it does not wish to renew the Terms of Service. 

    2. These Terms of Service may be terminated in the event of a material breach of these Terms of Service, and such breach is not cured within thirty (30) days of written notice to the breaching party from the non-breaching party. 

    3. Upon expiration or termination of these Terms of Service, your Account will be deactivated or deleted, access to your Account will cease, and all Content in your Account will be deleted. This information cannot be recovered once your Account is deactivated or deleted.

  9. Changes to Services and Costs: 
    1. Image Relay reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. 

    2. Prices of all Services including, without limitation, annual subscription plan fees to the Service, are subject to change, provided, however, that no price changes will be effective unless mutually agreed in writing by the parties. 

    3. Image Relay shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

  10. API Terms: 

    Customers with Professional and Enterprise accounts may access Account data and Content via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses the Service, is subject to these Terms of Service and to the following terms: 

    1. You expressly understand and agree that Image Relay shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Image Relay has been advised of the possibility of such damages), resulting from your use of the API or third-party products that access data via the API. 

    2. Abuse or excessively frequent requests to Image Relay via the API may result in the temporary or permanent suspension of your Account's access to the API. Image Relay, in its sole discretion, will determine abuse or excessive usage of the API. Image Relay will make a reasonable attempt via email to warn you prior to suspension. 

    3. Except as noted in a related Statement of Work, use of the API is limited to 5 requests per second and total monthly requests of 250,000 per Account. 

    4. Image Relay reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice. 

  11. Warranty:

    Image Relay does not provide warranties for the Service. Image Relay provides the Service “AS IS” with no warranties of any kind expressed or implied, whether for fitness, merchantability, or otherwise. No warranties shall arise out of course of performance, course of dealing, or usage of trade. Image Relay does not warrant that the Service, or any materials obtained by you through the Service, will meet your specific requirements or that the Service will be uninterrupted, timely, secure, or error-free.

  12. Indemnification:

    To the extent permitted by applicable law, you agree to indemnify and hold harmless Image Relay and its officers, directors, principals, agents, partners, contractors, affiliates, and employees against and from any and all loss, liability, damages, claims, suits, demands, judgments, costs, and expenses (including attorneys’ fees) arising from: (a) any third-party demand or claim that any Content provided by you, or your use of this Service infringes trademark, patent or copyright of a third-party, or misappropriates trade secrets or violates any applicable law or these Terms of Service; or (b) any other act or omission of you in connection with these Terms of Service or the business relationship contemplated hereunder. Image Relay will reasonably notify you of any claim(s) or demand(s) that is subject to your indemnification.

  13. Limitation of Liability:

    You expressly understand and agree that Image Relay shall not be liable for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if Image Relay has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information, or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third-party on the Service; (v) or any other matter relating to the service. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL IMAGE RELAY’S LIABILITY TO YOU, REGARDLESS OF FORM OR CAUSE OF ACTION, EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO IMAGE RELAY PURSUANT TO THESE TERMS OF SERVICE.

  14. Governing Law:

    These Terms of Service, and any dispute between you and Image Relay, shall be construed and interpreted in accordance with the laws of the State of Vermont, without regard to its conflict of laws provisions. Venue for any dispute or controversy hereunder shall be Chittenden County, Vermont, and the parties irrevocably consent to such venue.

  15. Severability:

    Any provision of these Terms of Service held to be invalid, illegal, or unenforceable shall be ineffective to the extent of such invalidity, illegality, or unenforceability without affecting the validity, legality, and enforceability of the remaining provisions hereof, which shall remain in full force and effect, and enforceable in accordance with its terms as if such provision(s) had not been included, or had been modified as provided below, as the case may be. To carry out the intent of the parties hereto as fully as possible, the invalid, illegal, or unenforceable provision(s), if possible, shall be deemed modified to the minimum extent possible and necessary to render such provision(s) valid and enforceable.

  16. Assignment:

    Image Relay may assign, transfer, or otherwise dispose our rights and obligations under these Terms of Service, in whole or in part, at any time without notice. You may not assign your rights under these Terms of Service or transfer any rights to use the Service without the written consent of Image Relay.

  17. Entire Agreement:

    These Terms of Service and any other documents referred to herein contain the entire understanding of the parties with respect to its subject matter. These Terms of Service supersede all prior agreements and understandings between the parties with respect to its subject matter.

  18. No Waiver:

    The failure of Image Relay to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

  19. Attorneys' Fees:

    In the event that Image Relay takes legal action against you to enforce its rights under these Terms of Service, Image Relay shall be entitled to recover its reasonable attorneys’ fees from you.