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TERMS OF SERVICE

LAST UPDATED: 08/24/2016

1. Images

For best results, please submit images that meet agreement on guidelines for resolution and file format. Imagtor works hard to make sure the edited images it returns to You are the quality our customers have come to expect from Imagtor. The returned image will be deemed accepted by You upon receipt, unless within two (2) working days You contact Imagtor and detail an error by Imagtor with respect to the image. Imagtor is committed to customer satisfaction and will work with You to correct any Imagtor error as determined in Imagtor’s sole discretion, including but not limited to re-performing its services to correct such an error. You will review any corrected image and accept or reject the same in accordance with this Section 1 (“Images”). This process shall repeat itself until the returned image is deemed accepted. Imagtor deletes from its system all images approximately thirty (30) working days after their respective acceptance. Imagtor is not responsible for the quality of returned images if the image You originally submitted does not meet agreed then-current guidelines.

2. Delivery

Imagtor returns the images to You via a file transfer platform (e.g., FTP, Dropbox, Google Drive). Although Imagtor utilizes means to make Your edited image available only to You, there are inherent security limitations in third party capacity which Imagtor cannot and will not rectify and for which Imagtor will not be liable. You are able to retrieve your edited images by downloading them from Imagtor’s provided resource (e.g. FTP account, Dropbox link), and in addition Imagtor may permit retrieval through other mechanism. Imagtor offers different service pricing based on different styles and requested delivery dates. Imagtor prioritizes its orders based on requested delivery dates and recognizes that Imagtor will have satisfied and returning customers if it meets the requested delivery dates. Imagtor will use commercially reasonable efforts to deliver Your image within the time frame requested, but Imagtor does not guarantee that all orders will meet their requested delivery dates. If the actual date Imagtor returns Your edited image is in a different delivery tier from the agreement We agree (e.g., You expect a 12 hour service but Imagtor returned the image within 24 hours), You may contact Imagtor, detail the date ordered, the requested delivery date and the date actually delivered, and Imagtor will refund any difference as if You had requested the delivery date in which Imagtor actually delivered the edited image. In rare instances, particularly large orders may surpass Imagtor’s processing capacity for a requested delivery date, in which case Imagtor will contact You to determine how best to restructure Your order.

3. Payment

Imagtor’s pricing method is mainly via Paypal (and Bank transfer). Our accepted currencies are USD, AUD, EUR, GBP, and JPY. The price and pricing method of the service ordered shall be determind by Your montly volume. For one-time order or Individual Plan (lower than 500 edited images monthly). For this case, Imagtor will process your payment upon submission of Your order and will accept Your order upon verified payment. For Enterprise Plan (larger than 500 editied images monthly), Imagtor will invoice such customers on a monthly basis. An invoice for last month’s expense with detailed orders history will be sent to You during the first week of the next month, due in 5 days. You are responsible for paying any applicable taxes, duties or tariffs relating to your order, except taxes on Imagtor’s income. In case You fail to settle the payment in accordance with the payment term stated above, Imagtor will exercise its proprietary rights to the changes made to the materials delivered. In such case, You or any of Your clients will no longer have the right to use the delivered materials processed by Imagtor for commercial and non-commercial purposes.

4. Rights to Use Image

You are solely responsible for the images you submit. By submitting an image to Imagtor, You represent and warrant that You have the legal authority to enter into this Agreement, that you have the right to use any credit card(s) or other payment means used to initiate any transaction, that any images You submit to Imagtor do not contain any materials (such as malicious software code or viruses) that may harm Imagtor’s or its subcontractors’ property. You have the exclusive and proprietary rights and ownership to all materials delivered to Imagtor. Imagtor can under no circumstances use the materials for any other purpose without Your written consent. For the processed and final materials delivered back to You, Imagtor does maintain a claim to the proprietary rights to the changes made to the delivered materials, until You have made the full payment (possibly includes reminder fees and interest rates) for the production services. As soon as the full payment including reminder invoice is made, the full and irreversible proprietary rights and ownership will be transferred to You including the changes made to the materials by Imagtor.

5. Disclaimer of Warranties

Except for the procedure set forth in section 1 (“images”), the services are provided “as is”. Neither imagtor nor its licensors or subcontractors makes any warranties, express, implied or statutory, regarding the services provided hereunder. All implied warranties as to satisfactory quality, performance, mechantability, fitness for particular purpose or noninfringement are expressly disclaimed. Some jurisdictions do not allow the exclusion of implied warranties or limitations on how long an implied warranty may last, so such limitations or exclusions may not apply to you.

6. Limitation of Liability

In no event will imagtor, its licensors or subcontractors be liable to you for any special, incidental, consequential, indirect, punitive or exemplary damages of any kind, including but not limited to any lost profits, revenue, savings, business, data or goodwill, however used, whether for breach or repudiation of contract, tort, breach of warranty, negligence, or otherwise on any theory of liability, whether or not imagtor or a licensor or subcontractor of imagtor was advised of the possibility of such loss or damages. Notwithstanding any other provisions of this agreement, imagtor and its licensors and subcontractors’ total liability to you arising from or in relation to this agreement or imagtor or its subcontractors’ performance of the services shall be limited to the total payments to imagtor for the services performed on the relevant image. In no event will imagtor or its licensors or subcontractors be liable for the cost of procurement of substitute goods or services. The foregoing limitations shall not apply to damages arising from death or personal injury to persons or tangible property in any jurisdiction where such limitation is prohibited by applicable law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so such exclusions may not apply to you.

7. Basis of Bargain

The parties acknowledge that Imagtor has set its prices in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

8. Term

This Agreement shall be effective from the date You submit an image to Imagtor until the date the returned image is deemed accepted, provided that Imagtor may terminate this Agreement at any time and will return the fees paid by You for any image that Imagtor has not edited and Imagtor may or may not in Imagtor’s sole discretion return fees paid for edited images not yet deemed accepted.

9. General Provisions

This Agreement applies only to You and may not be assigned or transferred by You. This Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of Imagtor. This Agreement will be governed by and construed according to the laws of the Republic of Ireland without regard to that body of law controlling conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall also apply to this Agreement. In the event of any dispute or claim arising out of this Agreement, the parties shall submit to arbitration with the the Irish Arbitration Association in 145 – 151 Church Street, Dublin, Ireland. or other mutually agreeable arbitration service or location. This Agreement is written in English and the governing language shall be English. The use of the singular includes the plural and vice versa, as the context may require. The headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of the provisions of this Agreement. Imagtor shall not be liable for any alleged loss or damages resulting from failure to perform due to acts of God, natural disasters, strike, shortages of labor, acts of civil or military authority, governmental priorities, fire, floods, epidemics, quarantine, energy crises, war, riots or interruption of Imagtor’s production for reasons beyond Imagtor’s reasonable control. Imagtor may amend this Agreement at any time, and the terms that will govern Imagtor’s service of a particular image are those in effect on the date You submit the image. No waiver will be implied from conduct or failure to enforce rights. If any part of this Agreement is found invalid or unenforceable, that part will be enforced to the maximum extent permitted by law and the remainder of this Agreement will remain in full force. In case of conflict between these Terms of Service and any other statement on Imagtor’s website, these Terms of Service shall control. This Agreement represents the entire agreement between the parties relating to its subject matter and supersedes all other representations.