Imagga Terms of Services

Imagga’s service enables developers and businesses to integrate technology capabilities into their applications, including mobile, web-based and desktop applications. Imagga provides its services subject to the terms and conditions contained in these Terms of Service (this "Agreement"). To become eligible to use Imagga’s services under this Agreement, you must review and accept the terms of this Agreement by clicking on the "Accept" button or other mechanism provided.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICES (THE "TERMS" OR "TERMS OF USE"), BECAUSE THEY CONSTITUTE A BINDING AGREEMENT BETWEEN YOU, THE INDIVIDUAL OR THE ENTITY ACCESSING OR USING THE SERVICE, AND IMAGGA. BY ACCESSING THE SERVICE OR BY USING IT IN ANY MANNER, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

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.

1. Uses and Restrictions

The Imagga Commercial API is owned by IMAGGA and is provided for use to API CUSTOMER under the terms and conditions in this Agreement on a non-exclusive, non-sublicensable basis on the terms and conditions set forth herein. These terms define the legal use of the Imagga Commercial API and all its updates or revisions. All rights not expressly granted to API CUSTOMER are reserved by IMAGGA.

API CUSTOMER shall not:

2. Description of Service

The Imagga Commercial API is a service that allows API CUSTOMER to programmatically analyze and process digital images.

The Imagga API is delivered over HTTP and is hosted on equipment operated by IMAGGA and third party infrastructure providers. Imagga provides to the API CUSTOMER specific Imagga Commercial API documentation on its website. Imagga reserves the right to change its API documentation, upon reasonable prior notice that Imagga will post on its website or send to API CUSTOMER by email.

3. User Account

When you register, Imagga will ask you to provide certain contact and personal details. Imagga will explicitly indicate the fields that are mandatory to complete. False, incorrect, or outdated information, such as an invalid email address, may prevent you from registering and impair Imagga’s ability to provide you with the Service.

To login, you must provide your email and password. Imagga may also establish and require additional or different means of identification and authentication for logging in and accessing the Service. You will maintain your login details in absolute confidentiality. Make sure that you change your password at least once every six months. You will immediately notify to Imagga of any potential or actual misuse, unauthorized use, of your account.

You may terminate your account through your account page, or by contacting Imagga via email at: info(at)imagga.com. Imagga may require you to verify your identity by sending Imagga additional information, as a condition for terminating your account. Following the termination of your account, you may no longer be able to access the Service.

Notwithstanding any remedies that may be available to Imagga under any applicable law, Imagga may 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;

4. Term, Termination and Suspension

This Agreement shall commence on the date that this Agreement is accepted. It will remain in effect until terminated by API CUSTOMER or IMAGGA in accordance with the terms outlined below.

API CUSTOMER may terminate this agreement for any reason or no reason at all, at API CUSTOMER’s convenience, by providing IMAGGA thirty (30) days advance written notice of termination.

IMAGGA may suspend API CUSTOMER’s right and license to use the Imagga Commercial API, or terminate this agreement in its entirety (and, accordingly, cease providing all services to API CUSTOMER), for any reason or for no reason at all, by providing API CUSTOMER thirty (30) calendar days advance written notice of termination.

IMAGGA has a granted right and may immediately and without prior notice to API CUSTOMER, and without any compensation suspend API CUSTOMER’s access to the Imagga Commercial API, and/or terminate this agreement in its entirety (and, accordingly, API CUSTOMER’s right to use all services), for any of the causes below:

API CUSTOMER is in default of API CUSTOMER’s payment obligations by more than 14 calendar days from the date any payment has to be done according to this agreement.

IMAGGA receives notice or otherwise determines, at IMAGGA’s sole discretion, that API CUSTOMER may be using the Imagga Commercial API for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party.

IMAGGA determines, at IMAGGA’s sole discretion, that IMAGGA’s provision to API CUSTOMER of the Imagga Commercial API is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason.

Upon termination of this agreement for any reason: (i) API CUSTOMER remains liable for all fees, charges and any other obligations API CUSTOMER has incurred through the date of termination; (ii) all of API CUSTOMER’s rights under this agreement shall immediately terminate.

5. Publicity

IMAGGA has the right to publish the name and/or the logo of the API CUSTOMER on its website imagga.com and in any IMAGGA promotional materials and can include a link to the website of the API CUSTOMER if found appropriate.

IMAGGA has the right to publish additional information for the integration with the API customer only in case and after the API CUSTOMER provides written permission and approval of the text to be published on IMAGGA’s website imagga.com and in accompanying promotional materials related to the Imagga Commercial API.

6. Ownership and Relationship of Parties

IMAGGA owns all rights, title, and interest in and to the Imagga Commercial API. This agreement grants API CUSTOMER no right, title, or interest in any intellectual property owned or licensed by IMAGGA, including (but not limited to) the Imagga Commercial API and IMAGGA trademarks. API CUSTOMER agrees to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms.

The API CUSTOMER owns all rights, title, and interest on the input image, textual and any other kind of data submitted by API CUSTOMER for automated analysis to the Imagga Commercial API service and to any image, textual and any other kind of data that is the output specifically generated for API CUSTOMER by the Imagga Commercial API service. This agreement grants IMAGGA no right, title, or interest in the data submitted by the API CUSTOMER for automated analysis to the Imagga Commercial API service and in the output of the automated analysis of the submitted data. IMAGGA shall use commercially reasonable efforts to restrain unauthorized access to this data by third parties. For the avoidance of doubt, API CUSTOMER owns all additional information regarding tags submitted to Imagga Commercial API by the API CUSTOMER or output by Imagga Commercial API for the API CUSTOMER. The API CUSTOMER shall at all times remain owner of all technologies and intellectual property regarding its application, platform and service offering, but not the Imagga Commercial API.

7. Support

IMAGGA provides support for the Imagga Commercial API only. Any integration with API CUSTOMER’s systems remains API CUSTOMER’s responsibility. IMAGGA will endeavor to address service interruptions in a timely manner. IMAGGA shall use commercially reasonable efforts to provide email support to API users. Email support means the ability to make requests for technical support assistance by email to api(at)imagga.com at any time concerning the use of the API services.

8. Fees and Payments

All payments shall be executed, after the presentation of an invoice by IMAGGA, in USD (United States dollars).

Imagga offers some of its plans free of charge.

Imagga also offers fee-based plans. API CUSTOMER may use them subject to purchasing one of the Service's plans, as listed in Imagga website at: http://www.imagga.com/pricing. At any time, Imagga reserves the right to change the Service fees, upon reasonable prior notice that Imagga will post on its website or send to API CUSTOMER by email.

API CUSTOMER may pay the fees by using the methods of payments as available, published and updated from time to time on the Service. Fees will be regarded as paid only after your payment has been confirmed. Service will be available to you promptly after you have paid the Service fees.

The Services are billed in advance on a monthly or yearly basis, depending upon which payment plan is chosen by API CUSTOMER. Imagga will not provide refunds or credits in the case of cancellations, downgrades, or when there are unused portions of the Services on an open account. For any Services upgrade, API CUSTOMER’s credit card will automatically be charged the new rate for the next billing cycle (i.e., the next month or year), and for those API CUSTOMERS on the yearly payment plan, the additional fee for the Services upgrade for the remainder of the current year will also automatically be charged to the API CUSTOMERS’s credit card.

Payments will include applicable taxes. API CUSTOMER will pay all fees and taxes in a timely manner and in compliance with Imagga’s pricing schedule and API CUSTOMER will reimburse Imagga for any interest and collection costs resulting from overdue payments.

Imagga will make its best efforts to have a transaction processed accurately and expeditiously and reimburse API CUSTOMER for any excess payment that you were mistakenly charged with. However, Imagga will not be liable for mistakes, errors, malfunctions and miscalculations made by the payment service providers.

Upon failure to make any payment, and following a seven (7) 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.

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.

9. Taxes

“Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, VAT, GST, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. All prices, fees and other charges payable under this Agreement or agreement ancillary to or referenced by this Agreement, shall not include any Taxes. You agree to bear and be responsible for all such Taxes. You shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Imagga receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. If you are a tax-exempt entity or claims exemption from any Taxes under this Agreement, you shall provide a certificate of exemption upon execution of this Agreement and, after receipt of valid evidence of exemption, Imagga shall not charge you any Taxes from which it is exempt. Without limiting the foregoing, all references to payments made in this Agreement are exclusive of any VAT, GST or other consumption taxes (collectively, “VAT”) chargeable and where required by law, VAT shall be itemized at the rate applicable, if any, and paid in addition thereto. You shall communicate to Imagga your VAT identification number(s) attributed by (i) the country where you have established your business, and/or (ii) any other country where you have established a fixed establishment, to which the Services under this Agreement are provided. Imagga shall consider the Services under this Agreement to be for your business use and provided to the location(s) of you in accordance with the provided VAT identification number(s). You shall comply with all applicable tax laws and regulations, and you shall provide Imagga all necessary assistance to facilitate the recovery or refund of any VAT paid by Imagga in relation to the Services to the respective government or authority. You hereby agree to indemnify Imagga for any Taxes and related costs paid or payable by Intercom attributable to Taxes that would have been your responsibility under this section if invoiced to you. You shall promptly pay or reimburse Imagga for all costs and damages related to any liability incurred by Imagga as a result of your non-compliance or delay with its responsibilities herein. Your obligation under this section shall survive the termination or expiration of this Agreement.

10. Disclaimer of Any Warranty

IMAGGA DOES NOT REPRESENT OR WARRANT THAT THE IMAGGA COMMERCIAL API IS FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.

THE IMAGGA COMMERCIAL API IS PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND IMAGGA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT.

API CUSTOMER USE OF THE IMAGGA COMMERCIAL API IS AT API CUSTOMER OWN DISCRETION AND RISK, AND API CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE IMAGGA COMMERCIAL API, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO API CUSTOMER COMPUTER SYSTEM OR LOSS OF DATA.

11. Limitation of Liability

IMAGGA SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO API CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE IMAGGA COMMERCIAL API, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT IMAGGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL IMAGGA'S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID BY API CUSTOMER IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO API CUSTOMER, AND API CUSTOMER MAY HAVE ADDITIONAL RIGHTS.

12. Release and Waiver

To the maximum extent permitted by applicable law, API CUSTOMER hereby releases and waives all claims against IMAGGA, and its subsidiaries, affiliates, officers, agents, licensers, co-branders or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to API CUSTOMER’s use of the Imagga Commercial API. In addition, API CUSTOMER expressly waives and relinquishes any and all rights and benefits which API CUSTOMER may have under any law principle of similar effect, to the fullest extent permitted by law.

13. Hold Harmless and Indemnity

To the maximum extent permitted by applicable law, API CUSTOMER agrees to hold harmless and indemnify IMAGGA and its subsidiaries, affiliates, officers, agents, licensers, co-branders or other partners, and employees from and against any third party claim arising from or in any way related to API CUSTOMER’s use of the Imagga Commercial API, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. IMAGGA shall use good faith efforts to provide API CUSTOMER with written notice of such claim, suit or action.

14. General Terms

Location of Lawsuit and Choice of Law. The Terms of Use and the relationship between API CUSTOMER and IMAGGA shall be governed by the laws of the Republic of Bulgaria without regard to its conflict of law provisions. API CUSTOMER and IMAGGA agree to submit to the jurisdiction of the courts of the Republic of Bulgaria.

No Waiver of Rights. IMAGGA's failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.

Entire Agreement. These Terms along with the Privacy Policy specified at http://www.imagga.com/privacy constitute the entire agreement between you and Imagga with respect to the access and use of the Service and supersede any and all agreements, negotiations and understandings, whether written or oral, about the Service.

15. Contact Us

You may contact Imagga with any question about the Service, through the contact form at: http://imagga.com/company#contacts Imagga will make efforts to address your inquiry promptly.

Last Updated on: 16.09.2014