Terms and conditions
These Terms and Conditions ("Terms", "Agreement") constitute a contract between
- 1. Imagga Technologies Ltd., UIC 202291147, ("Imagga", "Us", "We" or "Our") seated and managed on the following address: 1715 Sofia, Bulgaria, Mladost 4, block 471, entrance 4, apt. 120, with web site: www.imagga.com ("Web page" or the "Web site"), and
- 2. customers of the Web site who subscribe to and access the Commercial Imagga API and use its Services as described below ("You" or "API Customer") – together called the "Parties".
These Terms apply to all visitors, users and others who access or use the Services. Your access to and use of the below described Services is conditioned on Your acceptance of and compliance with these Terms.
If you disagree with and/or entirely or partially do not accept the bellow stated Terms and Conditions, please, immediately cease to use the Web site and/or the Service. Any further usage of the Web site will be considered to tantamount to unconditional acceptance of these Terms and therefore you will be bound to comply thereto.
Imagga keeps the right to change the Terms to meet technical, operational and legal changes. Imagga will post a notice about changes made to the Terms on Imagga’s website, Imagga may send you a notice by email, reasonable time before the changes take effect. You may choose to deny the amended Terms and terminate your account. By continuing to use your account with the Service after the new changes have taken effect, you indicate your agreement to the amended Terms.
For the purposes of this agreement the parties agreed to the following definitions:
Application Programming Interface - a set of commands, functions, protocols, and objects that programmers can use to create software or interact with an external system (hereinafter "API")
Imagga API – a set of image understanding and analysis technologies delivered over HTTP and hosted on equipment operated by Imagga Technologies Ltd. (hereinafter "Imagga") and third - party infrastructure providers.
Imagga Commercial API – specific Imagga technology available as a service that allows the API CUSTOMER to programmatically process, recognize, store, classify and analyze digital images (hereinafter the "Services")
API Customer – natural or legal person, that has registered their user account and has subscribed to use the Imagga Services. Basic access authentication – a method for an HTTP user agent to provide a username and password when making a request.
API Key and API Secret – text codes of letters, numbers and characters that serve to the API Customer as a username and password (respectively) in the Basic authentication process.
Endpoint – a single function of the Imagga Commercial API, executable on requests, provided to the API Customer as a single service and serving as a basic characteristic of the subscription plan. Imagga Commercial API provides the following non-exhaustive list of endpoints: croppings, tags, object localizations, categories, colors, text, similar images, uploads. The full list of Endpoints can be found in the Imagga Commercial API documentation.
Croppings - a function of the Imagga Commercial API, able to process contents, providing the following features: analysis of the pixel content; smart cropping or cropping by parameters; resizing; result is a JSON (results/ unsuccessful – with additional options)
Tags – a customizable function of the Imagga Commercial API, able to process contents, and providing a list of automatically suggested textual tags together with confidence level for each suggestion.
Object Localization – a customizable function of the Imagga Commercial API, able to process contents, and providing a list of automatically suggested textual tags together with rectangular bounding box(es) and confidence level for each suggestion.
Categories – a customizable function of the Imagga Commercial API, able to process contents, and suggest one or more relevant categories based on predefined parameters implicitly run during the machine learning phase.
Colors – a function of the Imagga Commercial API, allowing you to analyze and extract the predominant colors from one or several images; response JSON.
Text – OCR (Optical Character Recognition) function of the Imagga Commercial API, allowing you to analyze and extract the text from one or several images; response JSON.
Similar Images – a function of the Imagga Commercial API, allowing you to visually analyze and search based on similarity inside an index of one or several images already analyzed in the same way.
Uploads – a function of the Imagga Commercial API, allowing you to upload a file (image or video) and subsequently redirect it to any of the other endpoints.
Request – an act of invoking one Endpoint of choice.
III. PROVISION OF THE SERVICES
Art. 1. (1) We provide You with the Imagga Commercial API, being hosted at Our end and available on a platform-as-a-service (PaaS) basis at the following website: imagga.com.
(2) The Services are provided on a flexible subscription period basis.
VI. RIGHTS AND OBLIGATIONS OF THE PARTIES
Art. 2. Imagga Technologies Ltd. has the following rights and obligations:
(1) Imagga can:
- 1. collect and use personal data such as name, e-mail payment details. The data will only be used for the purposes of performing our contractual duties. With the acceptance of these Terms and Conditions, the User agrees to the processing of his or her personal data and undertakes the responsibility to safeguard any third party personal data provided to Us by the API Customer.
- 2. temporarily or permanently deny, limit, suspend, or terminate Your user account, prohibit You from accessing the Service, remove your content and take technical and legal measures to keep You off the Service, if Imagga determines in its sole discretion that you: (i) abused your rights to use the Service; (ii) breached the Terms; (iii) violated any applicable law, rule, or regulation; (iv) performed any act or omission which is harmful or likely to be harmful to us, or any other third party, including other users or providers of the Service.
- 3. terminate or suspend your account immediately, without prior notice or liability, if you breach these Terms, or in case of suspicion of fraud or pornography. Upon termination, your right to use the Service will immediately cease.
- 4. publish the name and/or the logo of the API Customer on its website imagga.com and in any promotional materials and can include a link to the website of the API Customer if found appropriate.
(2) Imagga shall:
- 1. not disclose any personal data related to the API Customer - except in the cases provided for by the Bulgarian Law and the Law of the European Union.
- 2. provide access to and support of its Services, together with all relevant and necessary information in that respect.
- 3. notify the API Customer if any changes in these Terms of Service are introduced.
Art. 3. API Customer has the following rights and obligations:
(1) API Customer can:
- 1. access and use the Services of Imagga in accordance with the present Terms;
- 2. object to publication of his or her name and logo by Imagga. In case the API Customer objected, this shall prevail over the rights of Imagga provided under Art. 2(1)-4.
- 3. terminate their account through his or her account page, or by contacting Imagga via email at: email@example.com. Imagga may require the API Customer to verify their identity by sending Imagga additional information, as a condition for terminating their account. Following the termination of the account, the API Customer may no longer be able to access the Service.
- 4. get acquainted with the data of the company and contact details.
- 5. receive an e-mail message confirming the conclusion of the contract. The contract is deemed to have been concluded as of the date of registration of the customer.
(2) API Customer shall not
- 1. use the Imagga Commercial API for any application that constitutes, promotes or is used in connection with spyware, adware, or other malicious programs or code.
- 2. use the Imagga Commercial API in any manner or for any purpose that violates any law or regulation, or any right of any person; including but not limited to intellectual property rights, rights of privacy, or rights of personality.
- 3. use the Imagga Commercial API for any application that promotes pornographic content, violence and gambling.
- 4. use the Imagga Commercial API in a manner that adversely impacts the stability of the servers used by Imagga to provide the service to the API Customer, or adversely impacts the behaviour of other applications using the Imagga Commercial API.
- 5. sell, lease, or sublicense the Imagga Commercial API without the written consent of Imagga.
- 6. disclose to third parties any information regarding or providing access or use of the Services.
(3) Failure to comply with any of the above conditions of use will result in immediate termination of the service provided by IMAGGA.
V. PRICES AND PAYMENT METHODS
Art. 4. (1) Payment of the contract price is determined by a flexible subscription period model.
(2) The API Customer can choose between:
- 1. Purchasing a fee-based plan from those listed at: imagga.com/pricing; or
- 2. using the Services free of charge for unlimited period. This is considered a free subscription plan and allows You to make up to 1000 Requests per month.
(3) The fee-based subscription plan allows You to make a limited number of Requests. When you reach the limit, You may choose a "pay as you go" plan. In such a case you owe payment for the exceeded number of Requests. The additional sum is calculated according to the price of a single Request under the subscription plan valid at the time of the exceeding, unless otherwise agreed
Art. 5. (1) The calculation of our fees is made in USD. All prices are VAT exclusive and We will include such VAT in the final price calculation where applicable.
(2) The payment is due for the following month ("payment in advance").
(3) Users are allowed to use a flexible "pay as you go" plan, where the price is based on the monthly price unless otherwise agreed.
(4) The API Customer can pay the fees by using PayPal, credit card, and/or other methods of payment available, published and updated from time to time, on the Imagga’s web site.
(5) At any time, Imagga reserves the right to change the price of the Services, upon a reasonable prior notice posted on its website or sent to the API Customer by email. The change in the Service’s price only affects further purchases.
(6) Upon failure to make any payment, and following a seven days prior notice of due payments sent to you, Imagga may remove, disable or terminate your account. You waive any and all claims against Imagga and anyone on Imagga’s behalf in connection therewith.
(7) In case any payment is late by over 10 days, API CUSTOMER shall be obliged to pay to Imagga, for every day of the delay, an interest of 0.3% of the unpaid amount, but not more than 15% of the amount.
VI. INTELLECTUAL PROPERTY
Art. 6. (1) Copyrights and other intellectual property rights and materials, along with their design and images, belong to Imagga Technologies Ltd. and are under the protection of national and international legislation in force in the field of intellectual property.
(2) Each Party shall inform the other Party promptly if it becomes aware of any infringement or potential infringement of any intellectual property rights of the other party, and the Parties shall consult with each other to decide the best way to respond to such infringement.
(3) Notwithstanding any other provision, Imagga shall have the exclusive right to determine whether or not any litigation shall be instituted or other action taken in connection with any infringement or potential infringement of any intellectual property rights that subsist in the Imagga Commercial API. The API Customer shall not institute any litigation or other action in relation to any such infringement or potential infringement except with Imagga’s prior written agreement.
Art. 7. (1) If any warning letter or other notice of infringement is received by a Party, or legal suit or other action is brought against a Party, alleging infringement of third party rights in the manufacture, use or sale of any Developed Products and Services or in the use of the Imagga Commercial API, that Party shall promptly provide full details to the other Party, and the Parties shall discuss the best way to respond.
(2) The Licensee shall not make any admissions in relation to such allegations, except with the prior written agreement of Imagga. Unless otherwise agreed in writing by the Parties, Imagga shall have the exclusive right to conduct any proceedings relating to Imagga Commercial API, including any proceedings relating to the alleged infringement of third party rights in the use of Imagga Commercial API.
Art. 8. Each Party undertakes from the date the contract is concluded:
- 1. to maintain as secret and confidential all Confidential Information obtained directly or indirectly from the other Party (the "Disclosing Party") in the course of or in anticipation of this Agreement and to respect the Disclosing Party’s rights therein;
- 2. to use such Confidential Information only for the purposes of this Agreement;
- 3. to disclose such Confidential Information only to those of its employees and contractors to whom and to the extent that such disclosure is reasonably necessary for the purposes of this Agreement; and
- 4. to ensure that all those to whom disclosure of or access to such Confidential Information has been given, including its officers, directors, employees and professional advisors, comply with the provisions of this Agreement, and the Receiving Party shall be liable to the Disclosing Party for any breach of this Agreement by any of the foregoing.
Art. 9. The provisions of Art. 8. shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable, written evidence:
- 1. was, prior to its receipt by the Receiving Party from the Disclosing Party, in the possession of the Receiving Party and at its free disposal; or
- 2. is subsequently disclosed to the Receiving Party without any obligations of confidence by a third party who has not derived it directly or indirectly from the Disclosing Party; or
- 3. is independently developed by the Receiving Party by individuals who have not had any direct or indirect access to the Disclosing Party’s Confidential Information; or
- 4. is or becomes generally available to the public through no act or default of the Receiving Party or its agents, employees, or Affiliates.
Art. 10. To the extent that the Receiving Party is required to disclose any of the Disclosing Party’s Confidential Information by order of a court or other public body that has jurisdiction over it or under other legal obligations, such as under a bona fide freedom of information request, it may do so, provided that, before making such a disclosure the Receiving Party shall, unless the circumstances prohibit:
- 1. inform the Disclosing Party of the proposed disclosure as soon as possible, in any event, no later than five (5) working days after becoming aware of the proposed disclosure; and
- 2. permit the Disclosing Party to make representations (written or otherwise) in respect of the disclosure and/or confidential treatment of the Confidential Information.
VII. AVAILABILITY, ERRORS AND INACCURACIES
Art. 11. (1) Your use of the Service is at your sole risk. All users are responsible for making the arrangements necessary for them to have access to the Website.
(2) The Service is provided on an "AS IS" and "AS AVAILABLE" basis, without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
(3) Imagga Technologies Ltd. its subsidiaries, affiliates, and its licensors do not warrant that:
- 1. a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected;
- 2. the Service is free of viruses or other harmful components; or
- 3. the results of using the Service will meet your requirements.
(4) The provisions under this Clause 11, para 3 do not apply to Enterprise Subscribers. The permitted downtime, support availability and other additional services and warrants that are applicable to Enterprise Subscribers are stipulated in a separate Service Level Agreement.
IX. LIMITATION OF LIABILITY
Art. 12. In no event shall Imagga Technologies Ltd., nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
X. FORCE MAJEURE
13. Imagga Technologies Ltd. shall not be held responsible for non-compliance with these Terms, if the non-compliance is caused by a Force Majeure event which separately or in combination with other similar risks is beyond the reasonable control of the Company.
XI. AMENDMENTS AND ANNEXES
Art. 14. (1) We reserve the right to unilaterally amend the present Agreement in order to meet technical, operational and legal changes. We will notify you about the intended revision within a reasonable time period. The amendment becomes effective 7 days after You are notified. If You do not agree with the changes You must contact Us within these 7 days of receiving our notification.
(2) By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms.
XII. TERM, TERMINATION AND SUSPENSION
Art. 15. (1) Each party may terminate this agreement for any reason or no reason at all, by providing the other Party a written notice thirty (30) days in advance.
(2) Upon termination of this agreement the responsible party remains liable for any fees, charges, infringed rights and any other obligations being incurred through the date of termination.
XIII. ADDITIONAL AND FINAL PROVISIONS
Art. 17. (1) These Terms shall be governed and construed in accordance with the national laws of the Republic of Bulgaria.
(2) Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior terms of services that have governed the relations between You and Imagga (except for individually concluded contracts) regarding the Service.