Terms of Service for FotoWare SaaS

Fotoware

Terms of Service

Updated 1. September 2016

 

Welcome to FotoWare's Software as a Service! We're honored to help you with your Digital Asset Management needs.

 

Please read these terms of service ("Terms") carefully as they form a contract between you ("You" / the "Customer") and FotoWare AS, Bryggegata 7, 0250 Oslo, Norway ("FotoWare") that governs your access and use of the hosted storage solution ("Service") provided by FotoWare for online content storage, sharing and processing of files such as text, audio, video, images, presentations, or other content ("Content").

You agree to be bound by these Terms by registering for and using the Service. If you are using the Service on behalf of an organization, you are agreeing to these Terms for that organization and promising to FotoWare that you have the authority to bind that organization to these Terms.

 

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE THE SERVICE.


1. ACCESS TO THE SERVICE

You may use the Service, on a non-exclusive basis, solely in strict compliance with these Terms, the Documentation that accompanies the Service, and all applicable laws.

2. PERSONAL ACCOUNTS

With the exception of content shared publicly through the features built into the Service, all access to the Service must happen through personal user accounts. When registering your own account or creating and account on behalf of another individual, you must provide true, accurate, current, and complete information about each user through the Service’s registration form (“Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, and complete.

Accounts are personal, and must not be shared between individuals. You must keep account and passwords confidential and not authorize any third-party to access or use the Service on your behalf, unless we provide an approved mechanism for such use. FotoWare will not be liable for any loss or damage arising from any unauthorized use of your accounts.

3. YOUR PRIMARY CONTACT PERSON

One person, as identified on the Order Form for the Service, will be the primary contact person for all communication in relation to the Service. You are responsible for updating us of reassignment of this role, and/or any changes in email, phone, or address information. FotoWare is not liable for any results of communication not reaching its intended recipient as a result of this information being out-of-date.

In addition to the Primary Contact Person, two additional persons can be appointed and allowed access to Technical Support for the Service (“Support Contacts”). The Primary Contact Person can assign such roles by sending an email to support@fotoware.com with the contact details of the Support Contacts.

You are responsible for maintaining a help-desk for other users provisioned in the service, and escalate any support incidents to FotoWare through the appointed Support Contacts.

4. IT'S YOUR CONTENT

We do not claim ownership of any Content that is transmitted, stored, created, or processed in your account. We do not control, verify, or endorse the Content in any way.

You hereby grant FotoWare and our contractors the right to transmit, process, use, and disclose Content posted on the Service to the extent necessary to provide the Service, or to comply with any request of a governmental or regulatory body as required by law.

You represent and warrant that you have all the rights to the Content necessary for you to use the Service and grant the rights in this section, and that the transmission, storage, or use of the content doesn't violate any law or these Terms.

5. YOU CAN GET ALL YOUR CONTENT IF YOU CANCEL

If you decide to cancel the Service, you may request a one-time transfer of all Content, including metadata generated in the system, to a server of your choice. You must have a valid subscription to the Service for the full duration of the transfer.

6. WHERE AND HOW WE STORE YOUR CONTENT

We will clearly indicate where your content will be stored when you sign up for or order the Service. We store your data according to best industry practices, and keep at least 3 copies of your data to protect from data loss. If you cancel the service, we may keep your data for up to 90 days before it is permanently deleted from all our systems, although in most cases it will be deleted faster.

7. TECHNICAL SUPPORT

The Service includes access to Technical Support via chat and a web based ticket system. Technical Support is available to the Primary Contact Person and the Support Contacts as defined above.

1st line support is available via chat, while incidents that require escalation to 2nd or 3rd line support must be submitted through a designated web form. The chat agent may submit the ticket for you, or advise how you can submit the ticket yourself.

Technical Support’s role is to help you use the Service according to these Terms and the Documentation that accompanies the Service. We will use reasonable efforts to respond to all support tickets within the Next Business Day.

For any APIs included with your Service, Technical Support will help you navigate and understand the API Documentation, but not review, comment, enhance, or attempt to fix any custom code written to use the API. Professional Services are available to customers that need advisory on how to best use the API for their purposes.

Your Service may be bundled with a Premium Support Plan, which may give access to phone support, and a guaranteed response time for submitted tickets. If so, details about your support plan is stated on the Order Form for the Service.

8. SERVICE AVAILABILITY

FotoWare makes no guarantees as to the availability or uptime of the Service, but will at all times use reasonable efforts to maintain the performance, stability, and uptime of the Service.

Your use of the Service may be governed by FotoWare’s Service Level Agreement for FotoWeb SaaS (“SLA”), which is available on http://www.fotoware.com/company/legal/service-level-agreement. Whether your plan is covered by the SLA is specified on the Order Form for the Service or as part of your Plan details on http://www.fotoware.com/products/fotoweb-as-a-service.

9. FAIR USE POLICY

We do not explicitly charge for network traffic costs incurred as a result of using the Service, and assign each account a monthly network quota equal to the provisioned storage for the account. We reserve the right to suspend your Service should network traffic exceed fair use for a prolonged period of time. Before suspending your account, we will reach out to notify you of the excessive use, and offer an upgrade of your data plan to increase the network quota.

10. ACCEPTABLE USE

You must not use the Service to harm others or the Service. For example, you must not use the Service to harm, threaten, or harass another person, organization, or FotoWare, or to build a similar service or website.

In addition, you promise that you will not and will not encourage or assist any third party to:

1.        Use the Service in any manner or for any purpose other than as expressly permitted by these Terms, the Privacy Policy, and the Documentation that accompanies the Service

2.       Access or use the Service in any way intended to improperly avoid incurring fees or exceeding user limits or quotas

3.       Share passwords or other access information or devices, or otherwise authorize any third party to access or use the Software or the Service

4.       Use the Service to engage in any unlawful or fraudulent activity

5.       Use the Service in connection with or operation of facilities, systems, devices, or in other situations in which the failure of the Service could lead to death, personal injury, or physical property and/or environmental damage

6.       Sell, lend, rent, resell, lease, sublicense, or otherwise transfer any of the rights granted to you with respect to the Service to any third party

7.       Modify, alter, tamper with, repair or otherwise create derivative works of the Service or any Software that accompanies the Service

8.       Use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities

9.       Use any automated process or service (such as a bot, a spider, or periodic caching of information stored by FotoWare) to access or use the Service

10.     Damage, disable, or impair the Service (or any network connected to the Service)

11.      Reverse engineer, disassemble, or decompile the Software used to access the Service

12.     Access or attempt to access FotoWare’s other accounts, computer systems, or networks not covered by the Terms

13.     Cause, in FotoWare’s sole discretion, inordinate burden on the Service or FotoWare’s system resources or capacity

14.     Remove, obscure, or alter any proprietary rights notices pertaining to the Service

We will make all judgements concerning the applicability of these guidelines in our sole and exclusive discretion. We reserve the right, in our sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance will not dictate or limit our response to a future complaint. We will not assume or have any liability for any action or in action with respect to any Content.

11. FEES AND PAYMENTS

The Fees for the Service are available on http://www.fotoware.com/products/fotoweb-as-a-service or in FotoWare’s then published price list. The price stated for the Service excludes all taxes and charges. You’re responsible for any taxes and all other charges incidental to using the Service (for example, data charges and currency exchange settlements). You will pay the Fees in the currency specified on your Order Form.

12. TRIAL PERIODS

You may test the Service for free for a period of 14 days. This trial offer is available once to each company, as identified by the official company registration number in your country of incorporation. You may cancel the Service up until the last day without incurring any cost. Should you not cancel your Service, you are accepting the Terms and Fees as quoted to you before starting the trial period. We will invoice you accordingly on Day 15.

13. SUBSCRIPTION PERIOD

You may elect one of the following subscriptions plans and billing options:

1.        A monthly subscription plan to be paid using Credit Card (“Monthly Plan”). The subscription period will be one month, and will automatically renew unless you cancel in accordance with these Terms at least 5 business days prior to the renewal date. You are authorizing us to charge your credit card for the Fees on or about the same day each month until you cancel your plan.

2.       An annual subscription plan (“Annual Plan”), to be paid in advance using bank transfer. The subscription period will be one year, and will automatically renew each year unless you cancel your plan in accordance with these terms at least 30 days prior to your renewal date. You will be billed for the Annual Plan on or about the same day each year until such time that you cancel your plan. For the avoidance of doubt, please note, you will not be permitted to cancel, reduce the number of seats, or downgrade the Service you have selected until the anniversary of your Annual Subscription, and only by giving us at least 30 days’ notice. There will be no refunds for Annual Plan payments.

If you select the Monthly Plan, you can switch to the Annual Plan at any time. If you select the Annual Plan, you may not change to the Monthly Plan until the end of the one-year term of your Annual Plan.

14. PRICE CHANGES

We will notify you in advance, through email to the primary contact person as stated on the Order Form, if we change the price of the Service. If there’s a specific length and price for your Service offer already in effect, that price will remain in force for that time. After the offer period ends, your use of the Service will be charged at the then-current price. If your Service is on a period basis (for example, monthly) with no specific length, we’ll notify you of any price change at least 30 days in advance. If you don’t agree to these charges, you must cancel and stop using the Service via email to sales@fotoware.com no later than 3 business days prior to the conclusion of your current payment term. If you cancel, the Service ends at the end of your current Service period or payment period. If you fail to cancel in accordance with these Terms, we will automatically renew the Service at the then-current price list and for the same subscription period.

15. UPDATES TO THE SERVICE

FotoWare reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates, or enhancement to the Service at any time. We may add or remove functionalities or features, and we may suspend or stop a Service altogether.

16. SOFTWARE

If you receive Software from us, its use is governed by the End User License Agreement presented at the time of installation or as available through the Software's Help feature.

We may automatically check your version of the Software. We may also automatically download to your computer or device new versions of the Software.

Any Software is licensed, not sold. Unless we notify you otherwise, the Software license ends when your Service ends. You must then promptly uninstall the Software, or we may disable it. You must not work around any technical limitations in the Software.

17. NO WARRANTY

FotoWare provides the Service "as-is", "with all faults", and "as available". To the maximum extend permitted by applicable law, FotoWare makes no (and specifically disclaims all) representations or warranties of any kind, whether express, implied, statutory, or otherwise, including, without limitation, any warranty that the Service will be uninterrupted, error-free, or free of harmful components, that the Content will be secure or not otherwise lost or damaged, or any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, or non-infringement, and any warranty arising our of any course of performance, course of dealing or usage of trade. Some jurisdictions do not allow the foregoing exclusions. In such an event exclusion will not apply solely to the extent prohibited by applicable law.

18. INDEMNIFICATION

To the extent permitted by law, you will defend FotoWare against any cost, loss, damage, or other liability arising from any third party demand or claim that any Content provided by you, or your use of the Service in breach of these Terms: (a) infringes a registered patent, registered trademark, or copyright of a third party, or misappropriates a trade secret (to the extent that such misappropriation is not the result of FotoWare's actions); or (b) violates applicable law or these Terms. FotoWare will reasonably notify you of any such claim or demand that is subject to your indemnification obligation.

19. LIMITATION OF LIABILITY

To the fullest extent permitted by law, in no event will FotoWare, its affiliates, resellers, officers, employees, agents, suppliers or licensors be liable for (a) any indirect, incidental, special, punitive, cover or consequential damages (including, without limitation, damages for lost profits, revenue, goodwill, use or content) however caused, under any theory of liability, including, without limitation, contract, tort, warranty, negligence or otherwise, even if FotoWare has been advised as to the possibility of such damages. To the maximum extent permitted by applicable law, the aggregate liability of FotoWare and its affiliates, resellers, officers, employees, agents, suppliers, or licensors, relating to the Services will be limited to an amount equal to three months of your service fee for the Service. The limitations and exclusions also apply if this remedy does not fully compensate you for any losses or fails of its essential purpose.

20. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION

We may users of the Service communications or data regarding the Service, including but not limited to: 1) notices about your use of the Services, including any notices concerning violations of use; 2) updates; and 3) promotional information and materials regarding FotoWare's products and services. We send information via electronic mail. You may opt out of promotional email from us by following the opt-out instructions provided in the message. Opting out of promotional email will not stop delivery of essential messages related to the use of the Service.

21. PRIVACY

In order to operate and provide the Service, we collect certain information about you. As part of the Service, we may also automatically upload information about your computer or device, your use of the Service, and Service performance. We use and protect that information as described in our Privacy Policy, which is available on http://www.fotoware.com/company/legal/privacy-policy.

22. COPYRIGHT COMPLAINTS AND REMOVAL POLICY

FotoWare does not tolerate content that appears to infringe any copyright or other intellectual property rights, and will respond to notices of alleged copyright infringement that comply with the law and are properly provided to us under the Digital Millennium Copyright Act of 1998. We reserve the right to delete or disable Content alleged to violate these Terms and to terminate repeat infringers.

23. ASSIGNMENT AND TRANSFER

We may assign, transfer, or otherwise dispute our rights and obligations under this contract, in whole or in part, at any time without notice. You may not assign this contract or transfer any rights to use the Service.

24. EXCEPTIONS

No FotoWare reseller, affiliate, or employee is authorized to make any modifications, extensions, or additions to these Terms.

However, modifications, extensions, or additions to these Terms may be stated on your Order Form for the Service. These modifications, extensions, or additions are valid provided the document is signed by both an authorized officer of FotoWare and of the Customer, and upon full payment of the quoted amount.

In the event of a conflict between these Terms and a valid Order Form, the Order Form will take precedence.

25. GOVERNING LAW; DISPUTES

These Terms shall be governed by and interpreted in accordance with Norwegian law.

In case of a dispute between the parties which cannot be solved by negotiations, you hereby submit for the benefit of FotoWare, to the jurisdiction of the Norwegian courts, with the Oslo City Court as due venue. Nevertheless, FotoWare has the right to instigate legal proceedings in the country where you have your place of residence or perform business activities.

26. CHANGES TO THESE TERMS

We will revise these Terms from time to time. We post the most current version of these Terms on fotoware.com/legal/terms-service and date the document to help you see if the Terms have changed. We will in any event notify the primary contact person of any paid account of any changes to these Terms. If you don't agree to any of the changes, we're not obligated to keep providing the Service, and you must cancel and stop using the Service.

27. QUESTIONS

Should you have any questions concerning these Terms, please contact sales@fotoware.com

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