Terms and Conditions of Use
 

Updated: June 17, 2022
 

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE

SERVICE. IT SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE

SERVICE MADE AVAILABLE THROUGH THIS WEBSITE. BY ACCESSING AND/OR USING

THE SERVICE, YOU ARE AGREEING TO COMPLY WITH THESE TERMS AND CONDITIONS,

WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH BELOW. SUCH CHANGES

BECOME EFFECTIVE IMMEDIATELY AND, IF YOU USE THE SERVICE AFTER THEY

BECOME EFFECTIVE, SUCH USE WILL SIGNIFY YOUR AGREEMENT TO BE BOUND BY

THE CHANGES. YOU SHOULD CHECK BACK FROM TIME TO TIME AND REVIEW THESE

TERMS AND CONDITIONS REGULARLY SO YOU ARE AWARE OF THE MOST CURRENT

RIGHTS AND OBLIGATIONS THAT APPLY TO YOU. IF YOU DO NOT AGREE TO BE BOUND

BY THESE TERMS AND CONDITIONS, DO NOT ACCESS OR USE THE SERVICE.
 

Welcome! These terms and conditions, including any documents, policies, and guidelines

incorporated by reference (referred to collectively as the “Terms of Use”) govern the website

(www.imagerightsip.com) (including both mobile and online versions) and other websites,

devices and mobile applications, as defined below (the “Site”), including your use of any

interactive features, content and/or online services (collectively, the “Service”), which are made

available by or through the ImageRights for Law Firms platform hosted by ImageRights International, Inc.,
a Delaware corporation (“ImageRights”, “we”, “our” or “us”).

 

By accessing this Site or using our Service in any way, you are agreeing to comply with these

Terms of Use.
 

In addition to these Terms of Use, we have established a Privacy Policy to explain how we

collect and use information about you. A copy of this Privacy Policy can be found at: https://

www.imagerightsip.com/privacy-policy/ and is incorporated by reference into these Terms of Use.

By using the Service, you acknowledge and accept the Privacy Policy and consent to the

collection and use of your data in accordance with our Privacy Policy.
 

The business realities associated with operating the Service are such that, without the limitations

that are set forth in these Terms of Use – including but not limited to your grants and waivers of

rights, the limitations on our liability, your indemnity of us, and the arbitration of certain disputes

– we would not make the Service available to you.
 

We provide the Service to you, subject to the following notices, terms, and conditions.
 

1. Overview of the Service
 

This Site and its Content (as defined below) are intended for the use of Customers (“Customers”

or “Subscribers” or “you”) of the Service. The Service includes but is not limited to the utilization of a multitude of image search, fingerprinting and matching algorithms and technologies to identify and report uses of

Customer’s images (“Sightings”) previously uploaded to their account on our Site.
 

We reserve the right at any time and from time to time to modify or discontinue, temporarily or

permanently, the Service (or any portion thereof) with or without notice. You agree that we will

not be liable to you or to any third party for any modification, suspension or termination of the

Service (or any portion thereof). You may not use this Site or the Content contained herein for

any purpose not expressly permitted herein.

 

2. Registration
 

When using or registering to use the Service, and as a condition thereto, you represent that you

are of legal age to form a binding contract and are not a person barred, as a matter of law or

otherwise, from using or receiving the Service. If you are an attorney, you further represent that

you are a licensed member of a state bar. If you are not any attorney, you represent that you

work under the supervision of a licensed member of a state bar or are a client of a licensed law

firm with a valid subscription to use the Service.
 

When registering as a Customer, you agree to provide true, accurate, current and complete

information about yourself as prompted by the ImageRights Customer account registration form

(collectively, the “Registration Data”); and you will maintain and promptly update the Registration

Data to keep it true, accurate, current and complete. If you provide any information, or if we have

reasonable grounds to suspect that information, is untrue, inaccurate, not current or incomplete,

we have the unilateral right to suspend or terminate your account and refuse to allow you to

utilize any Service or any portion thereof. 
 

Upon completion of the registration process, you will receive a log-in (or account) designation

and password, which you may use to access the Service so long as you are in compliance with

these Terms of Use. You are fully and solely responsible for maintaining the confidentiality of

your password and log-in account identifier and are fully and solely responsible for all activities

that occur under your log-in (account). You accept sole and full responsibility for all transactions

and other activity placed or conducted through your account and agree to and do hereby release

us and our respective present, former or future parent companies, subsidiaries, divisions, units,

and affiliates and their respective licensees, sub-licensees, insurers, distributors, suppliers,

retailers, partners, principals, officers, directors, employees, shareholders, representatives,

agents, attorneys, customers, subscribers, end-users, vendors, heirs, predecessors, successors

and assigns, and all persons acting through, under or in concert with them or any of them from

any and all liability concerning such transactions or activity. You agree to notify us immediately

of any actual or suspected loss, theft or unauthorized use of Your account or password.

ImageRights has no obligation to inquire as to the authority or propriety of any use of or action

taken under your password and will not be responsible for any loss to you arising from any such

use or action or from your failure to comply with the above. We expressly disclaim any and all

liability for the unauthorized access to any Content you have uploaded to the Site, the

interception of any Content, data or communications by unauthorized persons or entities or any

unauthorized modification made by any person to your log-in account or Registration Data.
 

3. Recurring Billing; Cancellation
 

In consideration for your use of our Service, you agree to pay all charges billed to you including

applicable taxes, in accordance with our billing plan and policies in effect at the time the charge

becomes payable. You acknowledge that you may be charged a monthly or annual subscription

fee, even if you do not use or access the Service. We reserve the right to change the billing plan,

policies and the subscription fees for the Service at any time, upon prior notice to you. If you fail

to pay the charges for the Service when due, we reserve the right to pursue any and all legal and

equitable remedies to collect the amounts owed by you and suspend or terminate your

subscription to the Service.
 

You hereby authorize us to charge your business or personal account (whether checking or savings),

Paypal account, or credit card, which you provide us as part of your registration process for your

service fee. You guarantee and warrant that you are the legal account holder or credit card

holder. If You elect a monthly subscription, you agree that this monthly charge will be made on a

thirty-day cycle. If You elect an annual subscription, you agree that this annual charge will be

made on a one-year cycle. In order to terminate the recurring billing process, you must either

cancel your account, or arrange for an alternative method of payment accepted by us. The

cancellation will take effect the day after the last day of the current subscription period, and we

do not provide refunds or credits for any partial subscription periods. You understand that we

may not mail you any invoices or bills.
 

We may change the price for the subscriptions from time-to-time and will communicate any price

changes to you in advance and, if applicable, how to accept those changes. Unless expressly

stated otherwise, price changes will take effect at the start of the next subscription period

following the date of the price change. Subject to applicable law, you accept the new price by

continuing to use the Service after the price change takes effect. If you do not agree with a price

change, you have the right to reject the change by unsubscribing from the subscription prior to

the price change going into effect.
 

You understand that all account cancellations for which an active recurring billing authorization

exists must be made in writing by email sent by the authorized primary contact or web

administrator for the account to finance@imagerights.com.
 

In consideration for your use of our Service, you agree:
 

1. not to dispute ImageRights’ recurring billing with your bank or credit card issuer as long

as the amount in question was for services rendered prior to cancellation of the

account,
 

2. You will not dispute any charges from ImageRights unless you have already made an

effort in good faith to rectify the situation directly with ImageRights, and those efforts

have failed, and
 

3. that any credits issued by ImageRights for any reason will not be refunded to your

account or credit card, but instead will be deducted from your following month's service

fee.
 

You authorize ImageRights to run an address verification search. This verification process is a

security measure designed to protect You from illegal fraud against Your account and credit

card.
 

4. Content/Warranties and Representations and Indemnification
 

This Service contains a variety of materials and content. You understand that all images,

information, data, text, files, software, music, sound, photographs, graphics, images, audio clips,

scripts, video, messages, tags, or other materials uploaded, posted, emailed, transmitted or

otherwise made available to ImageRights (“Content”) are the sole responsibility of the person

from whom such Content originated. This means that you and every other Customer, and not

ImageRights, are entirely responsible for all Content that you upload, post, email, transmit or

otherwise make available when using the Service. We do not control the Content uploaded to

and stored on our database and, as such, do not guarantee the accuracy, integrity or quality of

such Content. Under no circumstances will we be liable in any way for any Content, including,

but not limited to, any errors or omissions in any Content, or any loss or damage of any kind

incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made

available through our Service.
 

By using the Service and/or uploading, posting, emailing, transmitting or otherwise making

Content available using the Service, you represent and warrant that:

 

A. You have the right to enter into and be bound by these Terms of Use and that you are

either more than 18 years of age, or an emancipated minor, or possess legal parental

or guardian consent (and are, nevertheless, over the age of 16), and are fully able and

competent to enter into the terms, conditions, obligations, affirmations, representations,

and warranties set forth in these Terms of Use, and to abide by and comply with these

Terms of Use;
 

B. You are the sole copyright owner or the exclusive licensee to one or more rights

contained in 17 U.S.C. § 106, or the authorized representative of the sole copyright

owner or the exclusive licensee to one or more rights contained in 17 U.S.C. § 106, in

and to any and all Content that is provided by you or on your behalf;
 

C. You are solely responsible for the form, content and accuracy of any Content, and any

information related thereof, that you have uploaded;
 

D. the Content does NOT (i) violate, infringe or otherwise interfere with the proprietary,

privacy or intellectual property rights of any third party, including without limitation any

copyright, trademark, service mark, trade secret, trade dress, publicity rights; (ii) reveal

any confidential or proprietary information or trade secret, unless You own the

confidential or proprietary information or trade secret or have the owner's express

written permission to post it; (iii) contain any material that is tortious, defamatory,

slanderous, libelous, menacing, threatening, obscene, false or misleading, illegal in

Your jurisdiction, or that promotes, endorses or in any way furthers illegal activities or

bigotry, racism, hatred or harm against any individual or group, including without

limitation Content that violates child pornography laws, child sexual exploitation laws

and laws prohibiting the depiction of minors engaged in sexual conduct; (iv) contain or

is a virus, trojan horse, worm, time bomb or other computer programming code, routine

or engine that damages, detrimentally interferes with, interrupts, destroys, limits the

functionality of, surreptitiously intercepts or expropriates any computer software,

hardware, telecommunications equipment, system, data or information; (v) violate any

applicable local, state, national or international law or any regulations having the force

of law; (vi) remain posted after You have been notified that it violates an of section (i) to

(v) in this paragraph;
 

E. You will not: (i) cover or obscure any ImageRights page via HTML/CSS, scripting, or

any other means; (ii) interfere with, disrupt, or create an undue burden on the Site, the

Service or servers or networks connected to the Site, or disobey any requirements,

procedures, policies or regulations of networks connected to the Site, including but not

limited to using any device, software or routine to bypass robot exclusion headers; or

(iii) introduce software or automated agents to the Site so as to produce multiple

accounts, generate automated messages, or to strip or mine data from the Site; and
 

F. All information and documentation that You provide to ImageRights is accurate and

complete.
 

5. Indemnification
 

With respect to all Content uploaded by you or on your behalf, and the actions and inactions

made by you or on your behalf, in addition to any other indemnifications set forth herein, you

agree to defend, indemnify and hold harmless ImageRights and its respective present, former or

future parent companies, subsidiaries, divisions, units, and affiliates and their respective

licensees, sub-licensees, insurers, distributors, suppliers, retailers, partners, principals, officers,

directors, employees, shareholders, representatives, agents, attorneys, customers, subscribers,

end-users, vendors, heirs, predecessors, successors and assigns, and all persons acting

through, under or in concert with them or any of them from and against any and all claims,

damages, losses, liabilities, expenses (including all attorneys’ fees incurred), costs and all other

liabilities (whether special, consequential or direct or indirect) incurred by ImageRights with

respect to any claim (whether valid or invalid) that:
 

(a) Content uploaded to ImageRights by you or on your behalf violates any rights of any

person or entity;
 

(b) You did not have the right to upload said Content or grant the rights granted to us

herein; or
 

(c) You have failed to comply with the provisions of these Terms of Use.
 

6. Ownership
 

We do not claim ownership of the Content you submit or make available for inclusion in our

database or in connection with the Service. We will not publish your uploaded Content for

viewing by the general public. However, by using the Service and uploading Content, you

expressly grant to us a worldwide, irrevocable, perpetual, royalty-free and non-exclusive, non-

terminable license to cache, copy, display (original and lower resolution and thumbnails), map,

fingerprint, publish, reproduce, create derivative works, translate, store (in multiple formats),

alter (including without limitation the circumvention of digital rights management technologies

and technological measures that effectively control access to a work and change or removal of

copyright management information), and make any other use of your uploaded Content for the

purposes provided herein and you represent and warrant that You have the full power and

authority to grant to us these rights.
 

Notwithstanding the foregoing, your uploaded Content may be displayed to the public in the

limited circumstance that it is selected for use in an ImageRights marketing campaign, in which

case we will obtain your prior written consent to publication.
 

7. Your Understandings, Acknowledgements and Agreements
 

You understand, acknowledge and agree that:
 

A. We may transmit, send or display to you advertisements and other communications

such as notifications of changes in the Service, administrative matters as well as other

communications and that you may opt out from receiving.
 

B. The Service is provided “AS-IS” and that we assume no responsibility or any liability for

the timeliness or accuracy of our image storage or recognition systems or the deletion,

mis-delivery or failure to store or recognize and match any of Customer’s images with

images found on the Internet. You are responsible for obtaining access to this Site and

the Service and that access may involve third-party fees (such as an internet service

provider or airtime charges). You are responsible for those fees and all equipment you

may need to access the Site and utilize the Service.
 

C. Technical processing, storage, display and transmission of Content including your

images or other Content may involve transmission over various networks and changes

to conform which may be subject to interception or might be modified to meet the

technical requirements of transmission, connectivity, fingerprinting, analysis and

storage.
 

D. With your prior approval we may access, preserve and disclose your account

information, Registration Data and Content if required to do so by law or in a good faith

belief that such access, preservation or disclosure is reasonably necessary to:

 

(i) comply with legal process;

(ii) enforce the Terms of Use;

(iii) respond to claims that any Content violates the rights of third parties;

(iv) respond to your requests for customer service; or

(v) protect the rights, property or personal safety of ImageRights, its Customers and

the public.

 

E. The Service and software embodied within the Services may include security

components that permit digital materials to be protected, and that use of these

materials is subject to usage rules set by us and/or other providers who provide

services, software or Content to us. You may not attempt to override or circumvent any

of the usage rules utilized by us. Any unauthorized reproduction, publication,

distribution or public exhibition of the Content accessed through this Site, in whole or in

part, is strictly prohibited.
 

F. We may or may not pre-screen Content, but we and our designees shall have the right

(but not the obligation) in their sole discretion to pre-screen, refuse, or remove any

Content that is uploaded to the Site. Without limiting the foregoing, we and our

designees shall have the right to remove any Content that violates the Terms of Use or

is otherwise objectionable, as determined by us in our sole discretion. You agree that

you must evaluate, and bear all risks, costs, damages and consequences associated

with, the use of any Content, including any reliance on the accuracy, completeness, or

usefulness of such Content. In this regard, You acknowledge that you may not rely on

any Content created by us.
 

8. Authority to Use the Service
 

Our Service is intended for users who are 18 years or older. However, by using our Service, you

represent that you are at least sixteen (16) years old. Persons who are at least sixteen (16)

years of age but under the age of eighteen (18) may only use our Service with legal parental or

guardian consent and legal parent and guardian accession to the Terms of Use and Additional

Terms and guarantee thereof, with indemnification to ImageRights for any violation thereof.

Accordingly, you agree that you are at the age of majority in your state/jurisdiction of residence

(which is eighteen (18) in most states) years of age or older or possess legal parental or

guardian consent, and are fully able and competent to enter into the terms, conditions,

representations, and warranties set forth in the Terms of Use and any Additional Terms;

otherwise, please exit the Service.
 

The Content contained on the Service and the Terms of Use, policies, and descriptions that

appear on the Service are subject to change. You accept sole responsibility for your use of the

Service. Your use of the Service is limited to the intended functions of the Service. Unauthorized

use of the Service, services, or systems, including, but not limited to, unauthorized entry into our

systems or misuse of any information posted on the Service, is strictly prohibited. You may not

use the Service in a manner that:
 

(a) harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the

rights of any other party (including, but not limited to, rights of publicity, copyrights,

trademarks, trade secrets, patents, or any other intellectual property or other

proprietary rights);

 

(b) is unlawful, fraudulent, or deceptive;
 

(c) impersonate any person or entity, including, but not limited to, an ImageRights'

employee, representative, or host, or falsely state or otherwise misrepresent Your

affiliation with a person or entity;
 

(d) forges headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;

(e) uses technology or other means to access content or systems of ImageRights in a

manner that is not authorized by us;
 

(f) uses or launches any automated system, including, without limitation, “robots,”

“spiders,” or “offline readers,” to access content or systems of ImageRights;
 

(g) attempts to introduce viruses or any other computer code, files, or programs that

interrupt, destroy, or limit the functionality of any computer software, hardware, or

telecommunications equipment;
 

(h) attempts to gain unauthorized access to our computer network or user accounts;
 

(i) encourages conduct that would constitute a criminal offense or that gives rise to civil

liability;
 

(j) violates these Terms of Use or any other ImageRights policies;
 

(k) attempts to damage, disable, overburden, or impair our servers or networks;
 

(l) seeks to attempt to or do harm any individuals, including minors, or entities or is false

or misleading, unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening,

bullying, harassing, racist, or abusive, or that violate any right of any third party, or is

otherwise objectionable to us;
 

(m) reverse engineers, decompiles, disassembles, reverse assembles, or modifies any

Service source or object code or any software or other products, services, or processes

accessible through any portion of the Service;
 

(n) interferes with a user’s access to the Service or the proper operation of the Service, or

otherwise causes harm to the Service, ImageRights, or other users of the Service;
 

(o) interferes with or circumvents any security feature of the Service or any feature that

restricts or enforces limitations on use of or access to the Service or Content;
 

(p) harvests or otherwise collects or stores any information from the Service (including

personally identifiable information about other users of the Service, including without

limitation, usernames, passwords, or email addresses);
 

(q) fails to comply with these Terms of Use, any Additional Terms or applicable third-party

terms;
 

(r) intentionally or unintentionally violates any applicable local, state, national or

international law, including child pornography laws, child sexual exploitation laws and

laws prohibiting the depiction of minors engaged in sexual conduct; or
 

(s) is otherwise objectionable as determined in our sole discretion.

 

9. Termination
 

A. Termination without Cause. You may terminate your use of the Service and access to

the Site by submitting such termination request to us; provided, however, that such

termination shall not release you from any payment accrued to us hereunder prior to

the effective date of such termination, which payment shall become immediately due

and payable.
 

B. Termination For Cause. You agree that we, without prior notice, may immediately

terminate or suspend and/or limit your access to the Site and/or the Service for good

cause. Good cause for such termination, limitation of access or suspension shall

include, but not be limited to,
 

(i) breaches or violations of the Terms of Use or other incorporated agreements or

guidelines;
 

(ii) failure to provide accurate information to us or our partners;
 

(iii) failure to work cooperatively with us or our partners;
 

(iv) failure to respond in a timely manner to inquiries and requests for information

made by us or our partners;
 

(v) requests by law enforcement or other government agencies;
 

(vi) discontinuance or material modification to the Service (or any part thereof);
 

(vii) unexpected technical or security issues or problems;
 

(viii) engaging in activities or, in our sole and indisputable discretion, developing a

reputation whose association with us will, in our sole and indisputable discretion,

reflect or potentially reflect unfavorably upon our business and/or reputation in a

negative manner;
 

(ix) extended periods of inactivity; and/or
 

(x) any fraudulent or illegal activities by you.
 

Further, you agree that all terminations, limitations of access and suspensions for cause shall be

made in our sole and unreviewable discretion and that we shall not be liable to you or any third

party for any termination of your account, any associated email address, or access to the

Service.
 

Effects of Termination. Termination of your ImageRights account includes any or all of the

following:
 

1. removal or denial of access to all or part of the offerings within the Service,
 

2. deletion of your account, password and all related information, files and Content

associated with your account (or any part thereof), and
 

3. barring of further use of all or part of the Site or the Service.

Termination of Your account and limitations on access shall not relieve You of any obligations

arising or accruing prior to such termination or limit any liability or obligation You otherwise may

have to ImageRights, including all warranties, representations and indemnification obligations

contained herein, which hereby expressly survive any termination.
 

10. Interstate Nature of Communications
 

You acknowledge and agree that using the Site or the Service (such as but not limited to emails,

search queries, uploading or downloading Content, etc.) involves the use of computers and

networks located throughout the United States of America and the world. As a result thereof, the

network architecture used and the nature of electronic communications, even communications

that appear to be intrastate can result in the transmission of interstate communications

regardless of where you are physically located at the time of the transmission. Accordingly, you

acknowledge that the use of the Site and Service results in interstate data transmissions.
 

11. Site Operation


We and our service providers will use reasonable efforts to ensure that the Site and the Service

are available 24 hours a day, 7 days a week. However, from time to time, we may be required to

purge the Site of images, during which time we may remove content from the Site in our sole

discretion. Additionally, there will be occasions when the Site and/or Service will be interrupted

for maintenance, upgrades and emergency repairs or due to failure of telecommunications links

and equipment. We will take reasonable steps to minimize such disruption where it is within our

reasonable control. YOU AGREE THAT WE and our respective present, former or future parent

companies, subsidiaries, divisions, units, and affiliates and their respective licensees, sub-

licensees, insurers, distributors, suppliers, retailers, partners, principals, officers, directors,

employees, shareholders, representatives, agents, attorneys, customers, subscribers, end-users,

vendors, heirs, predecessors, successors and assigns, and all persons acting through, under or

in concert with them or any of them WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY

OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF

AVAILABILITY OF THE SITE OR THE SERVICE.

We make no claim that the Site may be lawfully viewed or that Content may be downloaded

either in or outside of the United States. Access to Content may not be legal by certain persons

or in certain countries. You access the Site at your own risk and you are responsible for

compliance with the laws of your jurisdiction.
 

12. Document and Data Handling and Retention
 

In order to provide you with efficient and convenient recovery services, we will frequently

communicate and transmit documents using e-mail. Because e-mail continues to evolve, there

may be risks communicating in this manner, including risks related to confidentiality and security.

By entering into this Agreement, you are consenting to such e-mail transmissions with you and

your representatives and agents.
 

In addition, we use a cloud computing service with servers located in a facility other than its

offices. Most of the ImageRights electronic data, including emails and documents, are stored in

this manner. By entering into this Agreement, You understand and consent to having

communications, documents and information pertinent to Your matters stored through such a

cloud-based service.
 

13. Ownership
 

All material and content contained on the Site other than uploaded Content and including, but not

limited to graphics, images, logos, articles, videos, animations, audio and digital clips,

photographs, illustrations, icons, the compilation of all content on the Site, are the property of

ImageRights and/or third parties and are protected by United States and international laws. All

trademarks, service marks, trade names and all other intellectual property are owned and/or

controlled by and are proprietary to ImageRights and/or third parties. No material from the Site

other than Your posted Content to which you possess the relevant rights may be copied,

reproduced, republished, uploaded, posted, transmitted, distributed or otherwise used in any

way.
 

14. Indemnity
 

You agree to defend, indemnify and hold harmless us and our respective present, former or

future parent companies, subsidiaries, divisions, units, and affiliates and their respective

licensees, sub-licensees, insurers, distributors, suppliers, retailers, partners, principals, officers,

directors, employees, shareholders, representatives, agents, attorneys, customers, subscribers,

end-users, vendors, heirs, predecessors, successors and assigns, and all persons acting

through, under or in concert with them or any of them from and against any and all claims,

actions, suits, causes of action, demands, fines, awards, losses, judgements, settlements,

damages (punitive, indirect, incidental, special, consequential or exemplary damages, including,

but not limited to, damages for loss of profits, your Content, goodwill, use, data, or other

intangible losses (even if we have been advised of the possibility of such damages)), costs and

expenses of any kind (including without limitation attorneys’ fees and expenses), debts, liens,

contracts, obligations, agreements, promises and liabilities, known or unknown, fixed or

contingent, of any kind they may suffer as a result of or which relates to or arises out of any

Content You submit, post, transmit, modify or otherwise make available through the Site or

through the Service, your use of the Service, your violation of any of the provisions of the Terms

of Use, or your violation of any rights of another person or entity.


15. Disclaimer of Warranties
 

YOUR USE OF THE SITE AND THE SERVICE ARE AT YOUR SOLE RISK. THE SERVICE AND

SITE INCLUDING ALL CONTENT INCLUDED OR OTHERWISE MADE AVAILABLE TO YOU

THROUGH THE SITE ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL

FAULTS” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. Therefore, to the fullest

extent permissible by law, ImageRights, its parent company and subsidiaries, and each of their

respective employees, officers, directors, members, managers, shareholders, agents, vendors,

licensors, licensees, contractors, customers, successors, and assigns (collectively, the

“ImageRights Parties”), hereby disclaim and make no representations, warranties,

endorsements, or promises, express or implied, as to:
 

(a) the Service (including the Content and the User Submissions);
 

(b) the functions, features, or any other elements on, or made accessible through, the

Service;
 

(c) any products, services, developer code or instructions offered or referenced at or linked

through the Service;
 

(d) security associated with the transmission of your User Submissions transmitted to use

via the Service;
 

(e) whether the Service or the servers that make the Service available are free from any

harmful components (including viruses, Trojan horses, and other technologies that could

adversely impact your Device);
 

(f) whether the information (including any instructions) on the Service is accurate, complete,

correct, adequate, useful, timely, or reliable;
 

(g) whether any defects to, or errors on, the Service will be repaired or corrected;

 

(h) whether your access to the Service will be uninterrupted;
 

(i) whether the Service will be available at any particular time or location; and
 

(j) whether your use of the Service is lawful in any particular jurisdiction.
 

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS

PROVIDED BY AN IMAGERIGHTS PARTY, TO THE EXTENT PERMITTED BY APPLICABLE

LAW, YOU EXPRESSLY AGREE THAT YOU USE THE WEBSITE AT YOUR SOLE RISK. TO

THE FULL EXTENT PERMITTED BY LAW, THE IMAGERIGHTS PARTIES DISCLAIM ANY AND

ALL REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE SERVICE AND THE

SERVICE’S CONTENTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT

LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, AND FITNESS FOR A

PARTICULAR PURPOSE OR USE, NON-INFRINGEMENT OR MISAPPROPRIATION OF

INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET

ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
 

AT TIMES YOU MAY EXPERIENCE DIFFICULTY ACCESSING THE SERVICE OR

COMMUNICATING WITH THE IMAGERIGHTS PARTIES THROUGH THE INTERNET OR

OTHER ELECTRONIC WIRELESS SERVICES AS A RESULT OF HIGH INTERNET TRAFFIC,

TRANSMISSION PROBLEMS, SYSTEMS CAPACITY LIMITATIONS, OR OTHER PROBLEMS.

ANY COMPUTER SYSTEM OR OTHER ELECTRONIC DEVICE, WHETHER IT IS YOURS, AN

INTERNET SERVICE PROVIDER’S, OR IMAGERIGHTS’S, CAN EXPERIENCE

UNANTICIPATED OUTAGES OR SLOWDOWNS OR HAVE CAPACITY LIMITATIONS. THE

IMAGERIGHTS PARTIES MAKE NO WARRANTY WHATSOEVER TO YOU, EXPRESS OR

IMPLIED, REGARDING THE AVAILABILITY OF THE INTERNET OR CELL OR DATA SERVICE

ON YOUR DEVICE.
 

ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE

IMAGERIGHTS SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU

WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND

CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM,

INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OF DATA THAT RESULTS

FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
 

IMAGERIGHTS SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION AND

DOCUMENTS SUBMITTED BY YOU AND/OR IN ITS POSSESSION, CUSTODY OR CONTROL,

IN CONNECTION WITH THE IMAGERIGHTS SERVICES, BUT YOU ACKNOWLEDGE AND

AGREE THAT YOU BEAR THE SOLE RISK OF LOSS OF ANY SUCH INFORMATION AND

DOCUMENTS, YOUR SUBMISSION OF SUCH INFORMATION IS AT YOUR SOLE RISK, AND

IMAGERIGHTS HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR

LIABILITY RELATING TO SUCH INFORMATION AND DOCUMENTS IN ANY WAY.

THE IMAGERIGHTS SERVICE WILL SEARCH THE INTERNET FOR USES OF YOUR IMAGES.

IMAGERIGHTS DOES NOT GUARANTEE, HOWEVER, THAT IT WILL (i) FIND EVERY

INSTANCE OF YOUR IMAGES ON THE INTERNET, (ii) SEARCH THE ENTIRE INTERNET OR

(iii) SEARCH CONTINUOUSLY. FURTHER, IMAGERIGHTS DOES NOT GUARANTEE THAT ITS

RESULTS WILL BE ACCURATE AS THE IMAGERIGHTS SERVICE MAY MISIDENTIFY A WORK

AS A SIGHTING OF THE CONTENT WHEN, IN FACT, IT IS NOT, i.e., A FALSE POSITIVE. IN

THE EVENT THAT IMAGERIGHTS IDENTIFIES WHAT IT BELIEVES MAY BE A SIGHTING OF

THE CONTENT, IMAGERIGHTS MAY NOTIFY YOU BY PROVIDING A REPORT OF THE

SIGHTING. IMAGERIGHTS, HOWEVER, IS UNDER NO OBLIGATION TO PROVIDE SUCH A

REPORT AND, FURTHER, IF A REPORT IS SENT, IMAGERIGHTS MAKES NO GUARANTEE

THAT IT WILL SEND SUCH A REPORT WITHIN ANY PARTICULAR TIMEFRAME.

 

IMAGERIGHTS HEREBY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR

LIABILITY RELATING TO ITS SEARCHING OR REPORTING ACTIVITIES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM

THE SITE OR THROUGH OR FROM THE IMAGERIGHTS SERVICES OR THROUGH

IMAGERIGHTS’ DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, OFFICERS,

AGENTS, EMPLOYEES, PARTNERS OR LICENSORS SHALL CREATE ANY WARRANTY NOT

EXPRESSLY STATED IN THE TERMS OF USE.
 

THESE DISCLAIMERS OF WARRANTIES ARE AN ESSENTIAL CONDITION OF THESE TERMS

OF USES.
 

Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above

disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
 

16. Limitation of Liability
 

TO THE FULLEST EXTENT ALLOWED BY LAW, THE IMAGERIGHTS PARTIES SHALL NOT BE

LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL

DAMAGES, LOSSES, OR EXPENSES, INCLUDING ANY DAMAGES FOR LOST PROFITS OR

LOST DATA, THAT RESULT FROM THE USE OF THE SERVICE OR THE INABILITY TO USE

THE SERVICE OR ACCESS THE CONTENT AND/OR DATA PROVIDED THROUGH THE

SERVICE OR ARISING IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR,

OMISSION, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER

VIRUS, LINE OR SYSTEM FAILURE, LOSS OF DATA, OR OTHER DEFECT RELATED TO THE

SERVICE, EVEN IF THE IMAGERIGHTS PARTIES HAVE BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES. THIS IS A COMPREHENSIVE

LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, WHETHER IN

CONTRACT OR TORT. YOU ACKNOWLEDGE AND AGREE, BY YOUR USE OF THE SERVICE,

THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. IF YOU ARE DISSATISFIED

WITH THE SERVICE IN ANY WAY, YOUR SOLE REMEDY SHALL BE TO STOP USING THE

SERVICE. NOTWITHSTANDING THE FOREGOING, APPLICABLE LAW MAY NOT PERMIT THE

LIMITATION OF LIABILITY SET FORTH IN THIS PARAGRAPH. THIS LIMITATION OF

LIABILITY MAY NOT APPLY TO YOU. PURSUANT TO APPLICABLE LAW YOU MAY HAVE

RIGHTS IN ADDITION TO THE RIGHTS CONTAINED HEREIN. IF ANY PART OF THIS

LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY

REASON, THEN THE AGGREGATE LIABILITY OF THE IMAGERIGHTS PARTIES UNDER

SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED

SHALL NOT EXCEED AN AMOUNT EQUAL TO THE FEES RECEIVED BY US FOR YOUR USE

OF THE SERVICE.
 

YOU ACKNOWLEDGE AND AGREE THAT EACH PROVISION OF THESE TERMS OF USE

THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR

EXCLUSION OF DAMAGES IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN

BETWEEN YOU AND IMAGERIGHTS, AND THE LIMITATIONS SET FORTH HEREIN SHALL

APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR

PURPOSES. 
 

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH

SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR

RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT

THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD

HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR

RELEASED PARTY.

 

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR

THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL

DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 15 AND 16

HEREIN MAY NOT APPLY TO YOU.
 

17. Modifications of the Terms of Use

 

These Terms of Use (or if applicable Additional Terms), in the form posted at the time of your

use of the applicable services to which it applies, shall govern such use (including transactions

entered during such use). AS OUR SERVICE EVOLVES, THE TERMS AND CONDITIONS

UNDER WHICH WE OFFER THE SERVICE MAY PROSPECTIVELY BE MODIFIED AND WE

MAY CEASE OFFERING THE SERVICE UNDER THE TERMS OF USE OR ADDITIONAL

TERMS FOR WHICH THEY WERE PREVIOUSLY OFFERED. ACCORDINGLY, EACH TIME

YOU SIGN IN TO OR OTHERWISE USE THE SERVICE YOU ARE ENTERING INTO A NEW

AGREEMENT WITH US ON THE THEN-APPLICABLE TERMS AND CONDITIONS AND YOU

AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY POSTING THEM ON THE

SERVICE (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND

THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING-

FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND

TRANSACTIONS. Therefore, you should review the posted Terms of Use and any applicable

Additional Terms each time you use the Service (at least prior to each transaction or

submission). To the extent any modification is applied in relation to personal data, we will

request your express approval. The modifications shall be effective upon such posting (unless

some other date is specified in the posting, in which case that date shall be deemed the effective

date for the modifications). You agree to review these Terms of Use periodically so that you are

aware of any modifications. You agree that the notice provisions provided in these Terms of Use

are reasonable. You may not modify these Terms of Use or any of the rules or guidelines

governing the Site or Service. You can reject any new, revised or Additional Terms by

discontinuing use of the Service and related services.
 

From time to time, the Site may offer certain services (directly or in conjunction with third parties)

that require you to agree to additional terms and conditions (“Additional Terms of Use”).
 

In such an event, the Site may either:
 

(a) present such Additional Terms of Use to you for approval through a "click wrap"

approval; or
 

(b) post such Additional Terms of Use on the Site.
 

In either case, the Additional Terms of Use will be deemed to be an integral part of these Terms

of Use and your use of such services will be deemed as acceptance and agreement to the

Additional Terms of Use.
 

18. Third Party Websites
 

Users of the Site may gain access from the Site to third party sites on the Internet through

hypertext or other computer links on the Site. Third party sites are not within the supervision or

control of us. Unless explicitly otherwise provided, we do not:
 

(a) make any representation or warranty whatsoever about any third-party site that is

linked to the Site; or
 

(b) endorse the products or services offered on such third-party site.
 

We expressly disclaim:
 

(a) all responsibility and liability for content on third party websites and
 

(b) any representations or warranties as to the security of any information (including,

without limitation, credit card and other personal information) You might be requested

to give any third party, and You hereby irrevocably waive any claim against

 

ImageRights and its respective present, former or future parent companies,

subsidiaries, divisions, units, and affiliates and their respective licensees, sub-

licensees, insurers, distributors, suppliers, retailers, partners, principals, officers,

directors, employees, shareholders, representatives, agents, attorneys, customers,

subscribers, end-users, vendors, heirs, predecessors, successors and assigns, and all

persons acting through, under or in concert with them or any of them with respect to

such sites and third party content.
 

19. Copyright Complaints
 

A. DMCA Notice. We will respond appropriately to notices of alleged copyright

infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), a copy of

which is located at http://lcweb.loc.gov/copyright/legislation/dmca.pdf, as set forth below.

It is our policy to comply with the DMCA and any equivalent law in other countries where the

Site and Service are made accessible. We shall:
 

(a) block access to, or remove material that it believes in good faith infringes copyright of a

third party; and
 

(b) remove and discontinue service to repeat infringers.
 

If you own a copyright in a work (or represent such a copyright owner) and believe that your

(or such owner’s) copyright in that work has been infringed by an improper posting, distribution

or other use of it via the Service, then you may send us a written notice that includes all of the

following:
 

(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”
 

(ii) a description of the copyrighted work that you claim has been infringed or, if multiple

copyrighted works are covered by a single notification, a list of such works;
 

(iii) a description of where the material that you claim is infringing or is the subject of

infringing activity is located that is reasonably sufficient to permit us to locate the material

(please include the URL or page of the Service on which the material appears);
 

(iv) your full name, address, telephone number and email address;
 

(v) a statement by you that you have a good faith belief that use of the material in the

manner complained of is not authorized by the copyright owner, its agent, or the law;
 

(vi) a statement by you, made under penalty of perjury, that all the information in your

notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner,

then your statement must indicate that you are authorized to act on the behalf of the owner of an

exclusive right that is allegedly infringed); and
 

(vii) your electronic or physical signature.
 

We will only respond to DMCA Notices that we receive by mail or email at the addresses below:

ImageRights International, Inc.

Attn: DMCA Agent

Ten Post Office Square

Suite 800 South

Boston, MA 02109

 

Or submitted via email to dmca@imagerights.com.
 

It is often difficult to determine if your copyright has been infringed. We may elect to not respond

to DMCA Notices that do not substantially comply with all of the foregoing requirements, and we

may elect to remove allegedly infringing material that comes to our attention via notices that do

not substantially comply with the DMCA.
 

Please note that the DMCA provides that any person who knowingly materially misrepresents

that material or activity is infringing may be subject to liability.
 

We may send the information that you provide in your notice to the person who provided the

allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

Without limiting our other rights, we may, in appropriate circumstances, terminate a repeat

infringer’s access to the Service and any other website owned or operated by ImageRights.
 

B. Counter-Notification. If access on the Service to a work that you submitted to us is

disabled or the work is removed as a result of a DMCA Notice, and if you believe that the

disabled access or removal is the result of mistake or misidentification, then you may send us a

DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should

contain the following information:
 

(i) a legend or subject line that says: “DMCA Counter-Notification”;
 

(ii) a description of the material that has been removed or to which access has been

disabled and the location at which the material appeared before it was removed or access to it

was disabled (please include the URL or page of the Service from which the material was

removed or access to it disabled);
 

(iii) a statement under penalty of perjury that you have a good faith belief that the

material was removed or disabled as a result of mistake or misidentification of the material to be

removed or disabled;
 

(iv) your full name, address, telephone number, e-mail address, and the username of

your account;
 

(v) a statement that you consent to the jurisdiction of the Federal District Court for the

judicial district in which your address is located (or, if the address is located outside the U.S.A.,

to the jurisdiction of the United States District Court for the Central District of California), and

that you will accept service of process from the person who provided DMCA notification to us or

an agent of such person; and
 

(vi) your electronic or physical signature.
 

We will only respond to DMCA Counter-Notices that we receive by mail or email at the addresses

below:

ImageRights International, Inc.

Attn: DMCA Agent

Ten Post Office Square

Suite 800 South

Boston, MA 02109

Or submitted via email to dmca@imagerights.com.

 

We may elect to not respond to DMCA Counter-Notices that do not substantially comply with all

of the foregoing requirements, and we may elect to restore access to allegedly infringing material

that comes to out attention via counter-notices that do not substantially comply with the DMCA.

Please note that the DMCA provides that any person who knowingly materially misrepresents

that material or activity was removed or disabled by mistake or misidentification may be subject

to liability.
 

If we receive a DMCA Counter-Notification, then we may replace the material that we removed

(or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business

days following receipt of the DMCA Counter-Notification. However, we will not do this if we first

receive notice at the addresses above that the party who sent us the DMCA Copyright

Infringement Notice has filed a lawsuit asking a court for an order restraining the person who

provided the material from engaging in infringing activity relating to the material on the Service.

You should also be aware that we may forward the Counter-Notification to the party who sent us

the DMCA Copyright Infringement Notice.
 

20. Applicable Law
 

This Service is created and controlled by ImageRights in the State of California. As such, these

Terms of Use shall be governed, interpreted, and enforced in accordance with the laws of the

State of California, without giving effect to any principles of conflicts of laws. We reserve the

right to make changes to our Service and these disclaimers, terms, and conditions at any time.
 

21. Miscellaneous
 

These Terms of Use constitute the entire agreement and understandings by the parties relating

to the subject matter hereof and supersedes all prior agreements, proposals or understandings

between the parties regarding such subject matter. Further, each party shall comply with all

applicable federal, state and local laws and regulations in the performance of its obligations

under these Terms of Use. The recitals above are true and correct and are part of these Terms

of Use. The relationship between each party is not one of agency or partnership and neither you

nor us shall be deemed to be a partner, employee, fiduciary, agent or representative of the other

by your use of the Site. Any controversy, claim or dispute between the parties arising out of or

relating to these Terms of Use, or any default hereof, that cannot be resolved through mutual

negotiations shall be finally determined by arbitration to be held in Orange County, California,

before one neutral arbitrator, knowledgeable in the subject matter, except that, to the extent that

you have violated or threatened to violate any of our intellectual property rights, we may seek

injunctive or other appropriate relief in any state or federal court in the State of California or

Massachusetts. The arbitration shall be administered by JAMS in accordance with its

Comprehensive Arbitration Rules and Procedures then in effect (the "Rules"). The arbitration

award shall be in writing and shall include a statement of findings of fact and conclusions of law

for the award. The arbitration award may not grant any relief that may not be granted under

California law. Judgment on the award may be entered in any court of competent jurisdiction.

The prevailing party in any arbitration, action, suit, or proceeding arising out of or relating to

these Terms of Use shall be entitled to all costs incurred, including, but not limited to, all costs of

the arbitration and other costs and expenses (including, but not limited to, attorneys’ fees and

expenses). Such arbitrator shall determine which party is the prevailing party, whether or not

such dispute proceeds to final adjudication. EACH PARTY HEREBY WAIVES ANY RIGHTS TO A

TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING RELATED TO THIS AGREEMENT

OR TO THE ENGAGEMENT, PERFORMANCES OR APPEARANCES CONTEMPLATED

HEREBY, REGARDLESS OF WHICH PARTY INITIATES ANY SUCH ACTION OR

PROCEEDING. Nothing in this paragraph or the Rules shall be deemed to limit our right to obtain

the injunctive relief. The Customer cannot assign or sublicense these Terms of Use, or any of the

rights and obligations set forth herein, in whole or part, without the prior written consent of

 

ImageRights. Any assignment or sublicense in contravention of the foregoing prohibition shall be

deemed null and void. All waivers must be in writing and executed by the waiving party. The

failure by a party to enforce any provision hereof shall not be construed as a waiver of such

provision.
 

All notices given hereunder shall be in writing and delivered by email to the last email address

provided by the Customer to us at contact@imagerights.com.
 

All provisions contained in the Terms of Use are severable, and in the event any of them shall be

held to be invalid by any competent court, these Terms of Use shall be interpreted as if such

invalid provisions were not contained in the Terms of Use. If any provision of these Terms of Use

is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality, or

unenforceability will not affect any other provisions of this Terms of Use, and this Terms of Use

will be construed as if such invalid, illegal or unenforceable provision had never been contained

herein. Headings used in these Terms and Conditions are for convenience only and have no

legal or contractual significance.