Terms & Conditions | Image Review

Terms of service

Last updated 03 April 2024

Image Review, 86539515, Beneden Molendijk 27, 3262AA Oud-Beijerland, Netherlands (“we”, “us”, “our”) provides a social content management platform and service which helps brands collecting, curating and display user generated content, images and videos from clients (the “Services”). We turn that user‐generated content into your most valuable brand asset and helps to display that across websites, in‐stores, offices, events, marketing channels and in e‐commerce environment.

General

For the purpose of these Terms and Conditions, the terms “you” and/or “your” refer to the entity registering an account with us and/or accessing or using the Services. By registering an account with us (an “Account”) and/or accessing or using the Services, you accept and agree to be bound by these Terms and Conditions. Your use of the Services is governed by these Terms and Conditions and the laws of the Netherlands, without regard to its choice or conflict of law provisions. If you do not accept these Terms and Conditions, you may not access or use the Services.

Access, use and user accounts

By subscribing to the Services you are given access to the Services as described in the subscription of your choice. The available subscriptions for using the Services are outlined on the website (the “Subscriptions”). Subscriptions generally run on an annual basis from the date of registration (“Subscription Period”) and until further notice.

To be able to access and use the Services, you must be at least eighteen (18) years old, agree to these Terms and Conditions, register an Account and provide the registration information requested by us. By registering, accessing and/or using an Account or providing registration information to us, you agree and warrant to provide and maintain valid, true, correct and complete information. In order to provide access to the Services, we rely on the relevant log‐in credentials to authorize your access to the Services. You are obliged to keep your account information, username and password secret and confidential and you are solely responsible for any and all use or access through your log‐in credentials. If you give away, share or lose your username and/or password, we will not be liable for any loss or damage as a result hereof.

User submitted content

Certain use of the Services may require that you post, upload or otherwise submit content to the Services that you collect, reproduce and publish public information from various websites, social media accounts and other sources, including, but not limited to, posts, text, movies, images, audio and designs (collectively “Content”).

By posting, uploading, collecting, reproducing, publishing or otherwise submitting Content to us, you represent and warrant that you have the right to post, upload, collect, reproduce, publish and submit such Content and that such Content (or any part thereof), including the use by us as contemplated by these Terms and Conditions, does not violate any agreement, applicable law or third party right, including intellectual property rights, right of privacy and/or applicable data protection legislation. Moreover, you agree to indemnify and hold us harmless from any third party claim arising from or relating to our use of Content as contemplated by these Terms and Conditions.

By posting, uploading, collecting, reproducing, publishing or otherwise submitting Content to us, you grant us a non‐exclusive, transferable, sub‐licensable, fully paid license to use the Content (and any part thereof) in the way contemplated by these Terms and Conditions or as is otherwise necessary for our performance of any contractual right or obligation in relation to you.

You understand and agree that you are solely responsible and liable for any losses, damages and/or third party claims arising from or relating to your use of the Content. We will not in any way or form be responsible or liable for such use.

Price and payment

Unless otherwise is expressly agreed in writing, the price for your Subscription is published on the website (the “Subscription Fee”).

We reserve the right to change the prices on future Subscriptions and Subscription Periods by giving notice to the email address provided by you within thirty (30) days before such change take effect. By continuing to access and/or use the Services after such changes have entered into effect, you accept and agree to be bound by the changes made.

Payments of Subscription Fees are typically made annually in advance. By signing up for a Subscription, you agree that we are entitled to charge an annual Subscription Fee via the payment method you have chosen for your Account. The Subscription Fee is charged in the beginning of each Subscription Period up until the Subscription is terminated.

We have the right, but not the obligation, to automatically renew your Subscription for and additional Subscription Period at the end of each Subscription Period (the “Renewal Date”). You hereby acknowledge and agree that we may charge the payment method you have chosen for your Account with the applicable Subscription Fee and any applicable taxes and government fees that may be imposed on your Subscription Fee, unless you terminate the Subscription prior to the Renewal Date.

In the event that you at any time would fail to make a payment in full on the due date, we will be entitled to claim interest on the amount overdue until payment is made at a rate of fifteen percent(15 %) pro annum, or, if such amount is prohibited under applicable law, the maximum rate permissible under applicable law.

Unless otherwise is expressly stated, all prices and other amounts listed in these Terms and Conditions, on the website or otherwise are exclusive of VAT or other applicable taxes and government fees, and you are liable for paying any and all such applicable taxes and fees. You further acknowledge and agree that we may charge your Account with such applicable taxes and fees.

Termination and suspension

You may terminate your Subscription by sending an email within the Service to an account manager or an Image Review representative at least ninety (90) days prior to the end of the then‐current Subscription Period. If you terminate your Subscription, you will not have access to the Services after the end of the then‐current Subscription Period ending after the ninety (90) day notice period has expired. If you terminate your Subscription, you acknowledge and agree that we have no liability or responsibility to you and that we will not refund any paid amounts.

We may terminate your Subscription at the end of each Subscription Period by providing written notice thereof via the email address provided by you. If the Subscription is terminated in accordance with this section, you will have access and be able to use the Services until the end of the then‐current Subscription Period. Subscription fees are non‐refundable.

We also have the right to terminate your Subscription by giving you at least ninety (90) days written notice. If we would terminate your Subscription, you will not have access to the Service after the end of the Subscription Period ending after the ninety (90) day notice period has expired.

We have the right to suspend your access to the Services and/or to terminate this Agreement with immediate effect in the event of your actual or suspected (i) unauthorized use of the Services, or (ii) breach of these Terms and Conditions, other agreements between you and us and/or any applicable law. If we suspend your access to the Services or terminate this Agreement with reference to provision, you acknowledge and agree that we will have no liability or responsibility to you and will not refund any paid amounts.

Intellectual Property Rights

All content of the Services or websites provided by us, such as text, graphics, designs, logos, etc, and all software, object code and source code is owned or licensed by us. You may not access, print or download portions of the material from the Services, unless you have received our prior written consent. The content of the Services may not be altered, distributed or displayed without our prior written consent. Nothing contained herein will be interpreted as a transfer of any of our rights whatsoever and all rights not expressly granted herein are reserved by us.

Our trademarks, trade names and other symbols included or referenced in the Services (collectively the “Marks”) are protected by national and international intellectual property laws. All use of the Marks is strictly prohibited without our prior written consent.

Unless otherwise is expressly agreed, you hereby grant us a limited, non‐exclusive license to use your trademarks, trade names and logos for the sole purpose of listing customers and suppliers in marketing materials, presentations, press material, financial reports and website listings.

The Services are licensed, not sold, to you. During the Subscription Period you are granted a personal, non‐exclusive, non‐transferable and non‐sub licensable right to use the Services. We retain ownership of all parts of the Services, even if software or a portion thereof would be installed on your computer or other hardware device. We have the unlimited right to assign and/or transfer this license or any part thereof to any third party. You may not assign, transfer or sub license this license, your rights under these Terms and Conditions or any part thereof to any third party.

Any third party software (if any) included in the Services is licensed to you in accordance with the respective third‐party license terms for such software. If any such third‐party license terms are applicable to your use of the Services, we will notify you of the application of such third‐party license terms.

Personal Data

By registering an Account, accessing or using the Services, you agree to our processing of personal data in accordance with our Privacy Policy. Furthermore, you represent and warrant that any inpidual authorized to use the Services, on your behalf have read our Privacy Policy and provided any and all necessary consents for our processing of personal data in accordance with our Privacy Policy.

Non‐Warranty and Limitation of Liability

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.

Miscellaneous

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.