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”). 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 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, you are not authorized to use the Service. You can review the most current version of the Terms of Service at any time at: http://www.imagerelay.com/user-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 copyright©2002-2015 Image Relay, LLC. All rights reserved. You acknowledge and agree that you shall not duplicate, reverse engineer, copy, transfer, reproduce, sell, exploit, use or reuse any portion of the Image Relay Application, including, without limitation, the HTML/CSS or visual design elements of the Image Relay Application.

2. Terms of Use:

2.1.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.
2.2. 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”).
2.3. 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.
2.4. 2.4.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 parties’ use of your personal information, and your personal information will be governed by such third parties’ policies.
2.5. 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.
2.6. 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.
2.8. 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.
2.9. 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).
2.10. 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.

3. Content

3.1. 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.
3.2. Image Relay claims no intellectual property rights, ownership or responsibility over the Content.
3.3. You represent and warrant that you are responsible for managing Content and have legal rights and license(s) to upload, store and for any transmission of 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.
3.4. 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.
3.5. 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.
3.6. 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.
3.7. 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 parties’ use of your Content.

4. Account Data Analytics:

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.
4.1. 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.
4.2. 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.
4.3. Image Relay tracks transmission of Content to provide you with more detailed tracking reports of your Account activity.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.