Terms of Use Welcome to Imagizer, a cloud-based image management solution (the "Software", as more fully described below). The Software is owned by Nventify Inc and this License Agreement will govern the relationship between you and Nventify Inc or the Nventify Inc Supplier from which you are contracting the use of Imagizer software. PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS (THE "TERMS" OR "TERMS OF USE"), BECAUSE THEY, ALONG WITH OUR PRIVACY POLICY AND OUR DMCA COPYRIGHT POLICY, CONSTITUTE A BINDING AGREEMENT BETWEEN YOU, THE INDIVIDUAL OR THE ENTITY USING THE SOFTWARE, AND NVENTIFY. BY USING THE SOFTWARE IN ANY MANNER, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT USE THE SOFTWARE. From time to time, Nventify may change the Terms to meet technical, operational and legal changes. Nventify will post a notice about changes made to the Terms on Nventify's website, and may send you a notice by email, reasonable time before the changes take effect. You may choose to deny the amended Terms and if Nventify does not agree that such amended terms will not apply to you, terminate your account. By continuing to use the Software through your account after the new changes have taken effect, you indicate your agreement to the amended Terms. About the Software The Software is an online image management platform. The Software offers a feature-rich solution for websites' and applications' use of images. From time to time, Nventify may modify or enhance the Software, and may offer additional tools and features, free-of-charge or subject to additional fees. The additional tools and features may be governed by additional or different terms of use. Ownership - Reservation of Rights The Software is licensed, not sold. There are no implied licenses hereunder; Nventify and its suppliers reserve all rights not expressly granted to Client. Nventify and its suppliers retain, exclusively, all right, title and interest in and to all intellectual property rights embodied in or associated with the Software and any Services, and to all derivative works thereof and related materials. In such cases where product improvement mechanisms are in place, the Software may use built-in diagnostic tools and contact Nventify servers with anonymized performance measurements. Nventify owns and will continue to own such tools and anonymized performance measurements, and the results thereof. In addition, certain Software may also contain open source software, which is not warranted, and may have additional limitations, as indicated in "help", "about" or similar files. Client retains, exclusively, all right, title and interest in and to all intellectual property rights embodied in or associated with its data, software, content, and all other materials Client provides to Nventify or which Nventify accesses, and to all derivative works thereof and related materials. Upon Client's request or termination of this Agreement, Nventify shall delete some or all of Client's data, either as requested by Client in writing or through the Software. Grant of Right Subject to these Terms and to the payment of fees, if applicable, Nventify grants you a worldwide, limited, non-exclusive, revocable, non-transferable, non-sublicensable right to use the Software. Except as explicitly provided in these Terms, you may not use the Software for any other purpose. User Account When you register, Nventify will ask you to provide certain contact and personal details. Nventify 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 Nventify's ability to provide you with the Software. To login, you must provide your email address and password. Nventify may also establish and require from time to time additional or different means of identification and authentication for logging in and accessing the Software. 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 Nventify of any potential or actual misuse, unauthorized use, of your account. If your subscription terms expressly allow for termination at will, you may terminate your account through your account page, or by contacting Nventify via email at: http://nventify.com/contact. If your subscription is based on a renewable fixed period, you may elect not to renew your subscription by sending Nventify the applicable prior notice. Nventify may require you to verify your identity by sending Nventify additional information, as a condition for terminating your account. Following the termination of your account, you may no longer be able to use the Software. You are not entitled to refund upon termination of these Terms. Notwithstanding any remedies that may be available to Nventify under any applicable law, Nventify may temporarily or permanently deny, limit, suspend, or terminate your user account, prohibit you from using the Software, remove your content and take technical and legal measures to prevent you from using the Software without refund, if Nventify determines in its sole discretion that you: (i) abused your rights to use the Software; (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 of the Software. Acceptable Use of the Software When using the Software, you will abide by the applicable laws, rules and regulations, and by any usage guidelines Nventify may convey to you from time to time. You may not use the Software for any illegal or abusive purposes, or to develop or create a similar or competitive product to the Software. You will be responsible for all acts and omissions associated with your use of the Software and the use of the Software by employees, agents, contractors, end-users and any other third party who may use the Software on your behalf, or at your permission ("Authorized Users"). Compliance with Acceptable Use Policies (AUPs) of Content Delivery Networks (CDNs) You will comply with the Acceptable Use Policy (AUP) of the Content Delivery Network (CDN) associated with your account. The AUPs of Akamai and Cloudfront (an Amazon service) are located at: http://www.akamai.com/html/policies/acceptable_use.html, and, http://aws.amazon.com/aup/, as amended from time to time. Contributed Content You may allow your Authorized Users to upload, store, administrate, edit, deliver, make available and distribute content ("Contributed Content"), subject to any content upload technical and safety guidelines and limitations which will be conveyed to you through your account dashboard, and amended from time to time. Any use of your account is subject to your sole responsibility. You represent and warrant that you will prohibit your Authorized Users to use the Software to contribute any illegal or abusive content, or use the Software for any abusive or illegal activity. You will take all measures to prevent any use of such content by your Authorized Users through the Software. Nventify may, but is under no duty to, review all Contributed Content and remove or block access to such content, as more fully described below. Content Removal Nventify respects the copyrights of its users and any other person. If you believe that your copyrights are abused through the use of the Software, please send us a written notification. Nventify may report any Contributed Content and share user identifiable information, if Nventify believes, in its sole discretion that such content is illegal or abusive or may violate any third party rights. Nventify respects the rights of its users and any other person. If you believe that any of your rights, other than copyrights, are abused through the use of the Software, please contact Nventify at: http://nventify.com/contact. Nventify may ask you to provide additional information to process your complaint. Nventify will make reasonable efforts to review your complaint and respond promptly. Nventify will not respond to anonymous complaints. Nventify may remove any Contributed Content if Nventify believes, in its sole discretion, or receives a notice, other than DMCA Notice, from a third party, that such content may violate any third party rights. Prior to removing the said content, Nventify will block access to it and provide you a 48 hours prior notice before removing the said content without maintaining any backup copy. Intellectual Property Except for your Contributed Content, all rights, title and interest in and to the Software, including any intellectual property rights, whether registered or not, and any goodwill associated therewith, are owned by, or licensed to Nventify Inc. Unless as expressly provided, these Terms do not grant you any rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions or licenses with respect to the Software and you may not use the Software for any other purpose without Nventify's prior, express written authorization. Nventify does not claim ownership over Contributed Content. However, you grant Nventify permission to use your Contributed Content, for the purposes of providing, developing and supporting the Software. You grant Nventify permission to use your Company name and logo in Nventify website and any Nventify issued publications. If you wish to decline Nventify's use of your name and logo, please contact Nventify at: support@nventify.com. You acknowledge that Nventify may adjust and modify Contributed Content, per your requests. Confidential Information "Confidential Information" means any information furnished or made available by you or your Authorized Users, that is identified as "confidential" or "proprietary," either by legend on written or electronically stored material, or which ought reasonably to be recognized as confidential or proprietary by virtue of its nature or the circumstances of its disclosure. Nventify will maintain strict confidentiality of your Confidential Information and will not use, disclose or have your Confidential Information disclosed, directly or indirectly to any third party, except as specifically required to provide you the Software, or subject to your prior permission. Nventify will take precautions to maintain the confidentiality of your Confidential Information with the same degree of care as to Nventify's own Confidential Information, but in no case less than reasonable care. Upon termination of this agreement, Nventify will use commercially reasonable efforts to delete all copies of your Confidential Information that is stored on Nventify's system, except for retaining data for legitimate business purposes or as required under the applicable law, including under tax related requirements, account settling, record keeping, archiving and legal issues. To the extent that Confidential Information is exchanged and received in connection with the Licenses or Services, each party agrees not to use the other party's Confidential Information except in the performance of, or as authorized by, this Agreement, and not to disclose, sell, license, distribute or otherwise make available such information to third parties. The foregoing will not be considered as your confidential information: (a) information already known to Nventify without an obligation of confidentiality, (b) information that is or becomes publicly known other than through a breach by Nventify, or (c) information that is independently developed by Nventify. If Nventify is compelled by law to disclose your confidential information, Nventify will provide you a prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at your cost, if you wish to contest the disclosure. Disclaimer of Warranty YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE IS PROVIDED FOR USE "AS IS", WITHOUT ANY WARRANTIES OF ACCURACY, RELIABILITY, LIKELY-RESULT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COMPATIBILITY, SECURITY OR IT BEING UP-TO-DATE. USE OF THE SOFTWARE IS AT YOUR SOLE AND EXCLUSIVE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NVENTIFY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SOFTWARE, THE ACCURACY, RELIABILITY, ADEQUACY OR COMPLETENESS OF THE SOFTWARE OR ANY OTHER MATERIAL PROVIDED BY ANY LINK TO ANOTHER WEBSITE OR SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, LIKELY-RESULT, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SOFTWARE WHETHER MADE BY NVENTIFY AND ITS EMPLOYEES OR OTHERWISE, WHICH IS NOT CONTAINED IN THESE TERMS, WILL BE DEEMED TO BE A WARRANTY BY NVENTIFY FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF NVENTIFY WHATSOEVER. Limitation of Liability NVENTIFY, AND Nventify's EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS OR ANYONE ACTING ON Nventify's BEHALF WILL NOT BE LIABLE TO YOU OR TO ANY OTHER PERSON WITH RESPECT TO THE SOFTWARE'S PROPERTIES, ABILITIES, LIMITATIONS, FITNESS TO YOUR NEEDS, OR WITH RESPECT TO ANY CONTENT AVAILABLE THROUGH THE USE OF THE SOFTWARE, THAT YOU RELY ON. NVENTIFY, AND Nventify's EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS OR ANYONE ACTING ON Nventify's BEHALF, WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY OTHER DAMAGE, AND LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACTUAL, OR IN ANY OTHER FORM OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE THE SOFTWARE, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE SOFTWARE, OR FROM ANY FAULT OR ERROR MADE BY Nventify's STAFF OR ANYONE ACTING ON Nventify's BEHALF, OR FROM YOUR OWN OR YOUR AUTHORIZED USERS RELIANCE ON THE CONTENT OR ON MATERIAL ORIGINATING FROM THIRD PARTIES, OR FROM ANY COMMUNICATION WITH NVENTIFY OR WITH OTHER USERS IN CONNECTION WITH THE SOFTWARE, OR FROM ANY REPORTING OF CONTRIBUTED CONTENT TO THE LAW ENFORCEMENT AUTHORITIES OR ANY OTHER AUTHORITY WHETHER OR NOT NVENTIFY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS, COSTS, EXPENSES OR PAYMENTS. Without derogating anything from the above, Nventify's total liability under this agreement in contract, tort, negligence, pre-contract or other representations or otherwise arising out of, or in connection with this agreement or the performance or observance of its obligations under this agreement, and every applicable part of them will be limited to an amount equal to the total amount actually received by Nventify during the three (3) months before such loss or damage first occurred. Indemnification You will indemnify, defend and hold harmless, Nventify and Nventify's employees, directors, shareholders, advisors or anyone acting on Nventify's behalf with respect of any claim, demand, damage, loss, loss of profit, payment or expense, including reasonable attorney fees Nventify incur in connection with breach of these Terms or an unlawful or tortuous action or inaction with respect to the Software by you or by anyone on your behalf. Such indemnity will include, but will not be limited to, legal expenses and attorney fees. Governing Law and Jurisdiction These Terms, the use of Software or any dispute arising out of or related thereto, will be governed solely by the laws of the State of California. General These Terms constitute the entire agreement between you and Nventify with respect to the use of the Software and supersede any and all agreements, negotiations and understandings, whether written or oral, about the Software. No waiver, concession, extension, representation, alteration, addition or derogation from these Terms will be effective unless effected in writing and expressly. Severability If any provision of these Terms is held by a court of competent jurisdiction to be illegal, invalid, unenforceable, or otherwise contrary to law, the remaining provisions of these Terms will remain in full force and effect.