Date: Version 1 in effect from 2024-04-03
Image Review, situated at Beneden Molendijk 27, 3262AA Oud-Beijerland, Netherlands (referred to as “we”, “us”, or “our”) provides a social content management platform and service. Our platform helps companies collect, curate, and showcase user-generated material, including client photographs and videos (the “Services”). We turn user-generated material into a valuable brand asset that can be shown on websites, in shops, offices, at events, through marketing channels, and in e-commerce settings.
Image Review provides the Client (collectively the “Parties”) with unique SaaS software that hosts its apps and Services, making them available to the Client via the Internet (the “Solutions”). These Solutions make it easier to get evaluations and material from people who use the Internet (“Internet users”), while also driving continual improvement in the Client experience.
Beyond the contractual terms stated here, these terms also cover:
(i) any written offline agreement, such as an Order Form, an authorized officer of both Image Review and the Client may execute that;
(ii) all operating rules, policies, and guidelines that are mentioned here or that Image Review publishes on its websites (collectively, the “Guidelines”); and
(iii) the terms of our privacy policy.
By accessing or continuing to use the Service, you accept and agree to be legally bound by these Terms, which may be changed from time to time by Image Review.
The Order Form and Specific Terms agreed by the Parties comprise the whole agreement between you and us, and they replace the Terms. These Terms and Specific Terms supersede all earlier and contemporaneous agreements, offers, or statements, whether written or oral, relating to their subject matter. As a digital professional, the Client agrees to provide Image Review with information about its company and aims, allowing us to adapt our offer of SaaS-type Solutions, as established by the Company and outlined in Appendix 1 (“Services”), and features. If the Client provides false or incomplete information, the Company cannot be held accountable for any resulting lack of assistance.
By subscribing to the Services, you can access the features included in your selected subscription plan (the “Subscriptions”) described on our website. Subscriptions are normally renewed every year beginning on the date of registration (“Subscription Period”) and continuing until further notice.
To access and use the Services, you must be at least eighteen (18) years old, agree to these Terms and Conditions, create an Account, and enter the required registration information. By creating, accessing, and/or using an Account, or entering registration information, you undertake to supply and maintain genuine, true, correct, and full information.
We approve your access to the Services based on your login information. You are responsible for keeping your account information, login, and password secure. You are entirely responsible for any use or access using your log-in credentials. We will not be liable for any resultant loss or harm if you divulge, share, or lose your login and/or password.
Image Review guarantees and declares that your use of the Services to identify and manage User-Generated Content (UGC) following the Agreement will not breach the Public Media Platforms’ legal conditions of use. Otherwise, Image Review makes no claims or guarantees about any UGC, and all UGC is given as is. Specifically, but without limitation, Image Review makes no representation or warranty that the publisher of the UGC has the legal right to publish the UGC or authorizes you to use the UGC, that the UGC is free of malware or other unauthorized or covert content or code, or that your use of the UGC complies with applicable laws or regulations.
You acknowledge that unless you believe that you have received the required legal rights from the UGC’s owner or that you otherwise have the legal right to do so, you will not alter, publish, or use UGC outside of the Services environment.
You agree that Image Review may, in its reasonable discretion, remove user-generated content (UGC) under any other circumstances to minimize any potential legal or commercial risks associated with the UGC. Image Review may need to access your account for support, maintenance, or security reasons. If possible, Image Review will tell you that it intends to utilize your username and password for such reasons. You accept and agree to such access whether or not such notification is made.
You are entirely responsible for the information and other content that you upload, publish, or display (referred to as “post”) on the Site (collectively, the “Submitted Content”). Image Review cannot and does not filter anything submitted by you to the Site through the Service. However, Image Review maintains the right to monitor and remove information from the Site that it deems harmful, objectionable, or otherwise in violation of this Agreement or Image Review’s operating standards for users (“Users”).
You guarantee, represent, and agree that you will not submit any Submitted Content or use the Site in a way that:
(i) Violates a third party’s proprietary, privacy, intellectual property, or publicity rights;
(ii) Breaks any law, ordinance, legislation, or regulation;
(iii) Is harassing, tortuous, offensive, abusive, libellous, obscene, vulgar, pornographic, or in any other way offensive;
(iv) Has a detrimental effect on Image Review’s reputation, goodwill, or name; puts Image Review or anyone else under duress; or deters any individual, business, or organization from making use of all or any portion of the Site’s features or functions; or from endorsing, liking, or joining as a supplier to use in connection with the Site;
(v) Transmits or causes the transmission of unwanted or repetitive communications, chain letters, junk email, or “spamming”;
(vi) Sends, distributes, or uploads programs or other files containing malicious code, including worms, trojan horses, time bombs, cancelbots, viruses, or other potentially dangerous files;
(vii) Presents a false report to an Image Review employee or agency;
(viii) Gets around, disables, or tampers with the Site’s security mechanisms or any of its elements that prohibit or limit the use or duplication of any material;
In any situation, each Party has the authority to unilaterally cancel the Contract if the other Party substantially violates any of its commitments. This includes failure to fully and promptly pay the applicable subscription fees and any relevant Taxes according to these Terms, ensuring the integrity of the Solution as defined in Appendix 1, adhering to Image Review’s processing requirements imposed by certification, and respecting all intellectual property rights.
Each Party may employ this termination option after providing a formal notice through acceptable channels that remains unsuccessful beyond the stated date. Consequently, the terminating Party may unilaterally trigger the automatic termination of this Agreement, without prejudice to any damages, penalties, or interest for late payment it may seek under this Agreement. If one Party materially fails to fulfill any of its responsibilities under the Contract, each Party shall have the right to cancel the Agreement unilaterally. This includes not maintaining the integrity of the Solution as specified in Appendix 1, complying with Image Review’s processing requirements imposed by certification, and protecting all intellectual property rights. It also includes failing to fully and promptly pay the applicable subscription fees and any applicable Taxes following these Terms.
Once formal notice has been sent using the proper channels and unsuccessful after the designated date, any Party may execute this termination option. Thus, without affecting any damages, penalties, or interest for late payment it may seek under this Agreement, the terminating Party may unilaterally cause the automatic termination of this Agreement. In the event that Image Review terminates this Agreement owing to the Client’s violation, the Client is automatically accountable for the full amount of the Services provided.
If you violate the Agreement or create a severe security vulnerability, Image Review has the right to stop your access to the Services and Your Content. Image Review will offer at least two (2) business days’ notice of the suspension, unless it is due to an emergency. Image Review will restore your access to the Services after the grounds for suspension have been resolved, unless the Agreement has already been terminated as indicated in this Section.
Except for copying Image Review’s APIs and service documentation as reasonably required for your authorized use of the Services, you are not entitled to replicate any portion of the Services or mirror them on any other website or platform. You agree not to transmit the APIs or documentation to another person, use them exactly as provided, and keep all branding and proprietary notices.
Any proprietary notices that are present on the manuals, APIs, or other service materials cannot be removed. Image Review maintains all rights, title, and interest in and to its Services, Photo Review Technology, and Image Evaluation Content, along with all related intellectual property rights, except the rights expressly provided in this Agreement. By implication or estoppel, no intellectual property right may emerge.
In exchange for Payment for the Content, the Creator transfers and assigns to the Brand all rights, title, and interest in all Intellectual Property Rights to the Content created by the Creator and uploaded onto the Image Review Platform that pertains to the Brand’s product, without further notification or consent from the Creator, or any additional compensation owed to the Creator.
“Intellectual Property Rights” refers to all current or future intellectual property rights of any kind, anywhere in the world, during their validity. This includes but is not limited to, copyright, performer’s rights, trademarks, trade names, domain names, moral rights, right of publicity, service marks, right to patents, images, designs, and related rights. These rights may already be registered or be eligible for registration. It also includes the ability to seek for registration of such rights anywhere in the globe.
Any third-party software contained in the Services is licensed to you by the applicable third-party licensing terms. We shall advise you of any third-party licensing conditions related to your use of the Services. Unless we specifically agree differently, you grant us a limited, non-exclusive right to use your trademarks, trade names, and logos. This license is just to list customers and suppliers in marketing materials, presentations, news releases, financial statements, and website listings.
Image Review shall process personal data about consumers and persons that it receives and/or gathers for the Client to fulfill the Business purpose as part of providing its services. According to Section 1798.185, “business purpose” relates to the use of personal information for the operation of the business, other declared reasons, or service provider operational purposes. As a result, Image Review will treat any data protection or privacy laws, as well as other rules or regulations that may be relevant to Image Review’s processing of personal data for business purposes under the terms of the Agreement, with the highest regard. The CCPA and CPRA shall be utilized as a guide to guarantee the maximum degree of data protection among Data Protection Laws, even if they may not be immediately relevant.
We endeavor to keep the Services available at all times. However, we neither represent nor warrant that the Services will be continuous, uninterrupted or error‐free or that any defects will be corrected. The Services are provided on an “as‐is” and “as available” basis, without any express or implied warranties whatsoever, including, but not limited to, implied warranties of non‐ infringement, merchant-ability and fitness for a particular purpose.
Please note that the use of the Service requires that you use the latest versions of the internet browsers Microsoft edge, Firefox, Chrome or Safari.
You acknowledge and agree that you use the Services at your own risk and that we are not responsible or liable for any agreement or transaction between you and third parties.
You acknowledge and agree that the Services incorporate functionality delivered by third party API providers, such as collection, reproduction of information and content from various websites, social media accounts and other sources. Functionality provided by third party API and third party API providers is subject to the terms and conditions applicable to such third party API. We expressly disclaim any liability for any damages, interruptions, errors or malfunctions caused due to third party API and third party API providers (including changes to third party API or the terms and conditions applicable for such third party API), and reserve the right to suspend access to functionality in the Services (or parts thereof) enabled by third party API providers or third party API, without prior notice. You acknowledge and agree that we will not be liable to refund any amount paid due to damages, interruptions, errors or malfunctions caused by third party API providers or third party API.
Save for our fraud, wilful misconduct or gross negligence, including our officers’, directors’, employees’, consultants’, agents’, suppliers’ and licensors’, total maximum liability for damages from any cause whatsoever, and regardless of the form of action or the cause of action, whether in contract or tort, will not exceed the Subscription Fee actually received by us for your use of the Services during the three (3) months preceding the time the cause of action arose.
In no event shall our, our affiliates, officers, directors, employees, consultants, agents, suppliers and licensors, be liable for any special, indirect, incidental, punitive or consequential damages, regardless of the form of action therefore, whether in contract or in tort, including negligence, including, without limitation, damages or loss to equipment, loss or damages of data, loss of revenue, loss of profits, loss of goodwill, increased expenses of operation, cost of capital, or the claims of third parties including your customers, however caused, regardless of whether such party has been informed of the possibility of such damages.
Both parties shall be relieved from any and all liabilities by reason of any circumstances beyond its immediate control, which impedes, delays or aggravates any obligations to be fulfilled by it under these Terms and Conditions, such as changes in laws and regulation or in the interpretation thereof, acts of authorities, third party service providers, electrical, internet or telecommunication outages, war, acts of war, labour disputes, strikes, major accidents and currency restrictions.
We reserve the right to amend or change these Terms and Conditions at any time. In case of material amendments or changes to these Terms and Conditions, we will provide a notification to the email provided by you within thirty (30) days before such changes enter into force. If you do not accept the amended or changed Terms and Conditions, you may not access, use or continue to use the Services. By continuing to access and/or use the Service, you are expressing and acknowledging your acceptance of the amendments and changes. We advise you to periodically review the Terms and Conditions in order to be informed of any changes. Please note that we do not undertake to keep copies of prior versions of these Terms and Conditions. Therefore, we suggest that you print these Terms and Conditions.
We reserve the right to update, amend, change and/or modify the content of the Services, without prior notification and will not be liable to any party in any way for possible consequences of such changes. We may suspend, discontinue or restrict access to any portion of the Services at any time and without notice.
Unless otherwise is expressly agreed in writing, these Terms and Conditions contain the entire understanding between you and us with respect to the subject matter contained herein and supersede and cancel all prior agreements, negotiations, correspondence, undertakings and communications between you and us, oral or written, respecting such subject matter.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Netherlands Chamber of Commerce. The seat of arbitration shall be Rotterdam, Netherlands, and the language to be used in the arbitral proceedings shall be Dutch.
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