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TERMS OF SERVICE

The previous version of our Terms of Service can be found here.

Effective Date: November 26, 2021

Uploadcare Inc. (“Uploadcare”, “our”, “us” or “we”) provides the Uploadcare
website and application.

The following terms and conditions govern your use of the
https://uploadcare.com/ website (the “Website”), all content, services and
products available at or through the Website, including, but not limited to the
Uploadcare hosting services, APIs, software libraries, and any Upgrades
(collectively with the Website referred to as the “Services”). The Services are
owned and operated by Uploadcare.

The Website and Services are offered subject to your acceptance without
modification of all of the terms and conditions contained herein and all other
operating rules, policies (including, without limitation, Uploadcare's Privacy
Policy) and procedures that may be published from time to time on this Site by
Uploadcare (collectively, the “Agreement”).

Please read this Agreement carefully before accessing or using the Services. By
accessing or using any part of the website, you agree to become bound by the
terms and conditions of this Agreement. If you do not agree to all the terms and
conditions of this Agreement, then you may not access the Website or use any
Services. If these terms and conditions are considered an offer by Uploadcare,
acceptance is expressly limited to these terms. The Services is available only
to individuals who are at least 13 years old (16 years for individuals from EU).


1. YOUR UPLOADCARE ACCOUNT AND SITE

If you create an account on the Services, you are responsible for maintaining
the security of your account, account credentials and account content, and you
are fully responsible for all activities that occur under the account and any
other actions taken in connection with the Services. You must not create more
than one account per every website served by the Services. You must not describe
or assign content to your account in a misleading or unlawful manner, including
in a manner intended to trade on the name or reputation of others, and
Uploadcare may change or remove any content or files that it considers
inappropriate or unlawful, or otherwise likely to cause Uploadcare liability.
You must immediately notify Uploadcare of any unauthorized uses of your account
or any other breaches of security. Uploadcare will not be liable for any acts or
omissions by you, including any damages of any kind incurred as a result of such
acts or omissions.


2. RESPONSIBILITY OF USERS AND CONTRIBUTORS

If you operate an account, post content or files to the Services, or otherwise
make (or allow any third party to make) any material or information available by
means of the Services (any such material, “Content”), you are entirely
responsible for the content of, and any harm resulting from, that Content. By
making Content available, you represent and warrant that:

 * You (or any third party on your behalf) shall be using any functionality of
   the Services for their intended purposes only (e.g. not use the content
   delivery network Services functionality as CDN origin);
 * You shall not use the Services, Upgrades or Paid Services, through a
   vulnerability or otherwise, in a way that prevents the Services from tracking
   your usage, generating invoices or charging you through your credit card or
   other payment mechanism;
 * You shall be responsible for using commercially reasonable efforts to prevent
   unauthorized access to or use of the Services;
 * You shall promptly notify Uploadcare of any unauthorized access or use of the
   Services;
 * You shall not reverse engineer, decompile, translate, disassemble or
   otherwise attempt to extract any or all of the proprietary source code of the
   Services;
 * You shall not alter, remove or obscure any copyright, trademark or other
   proprietary notices or confidentiality legend on the Services;
 * The downloading, copying and use of the Content will not infringe the
   proprietary rights, including but not limited to the copyright, patent,
   trademark or trade secret rights, of Uploadcare or any third party;
 * If any third party has rights to intellectual property you create, you have
   either (i) received permission from such third party to post or make
   available the Content, including but not limited to any software, or (ii)
   secured from the third party a waiver as to all rights in or to the Content;
 * You have fully complied with any third-party licenses relating to the
   Content, and have done all things necessary to successfully pass through to
   end users any required terms;
 * The Content does not contain or install any viruses, worms, malware, trojan
   horses or other harmful or destructive content or other item that may remove
   or change any content of the Services or attempt to circumvent security or
   interfere with the proper working of the Services or the servers on which it
   is hosted;
 * The Content is not spam and does not contain unethical content or content
   designed to be used as a part of any unlawful acts (such as phishing) or
   mislead recipients as to the source of the material (such as spoofing);
 * The Content is not pornographic, does not contain threats or incite violence
   towards individuals or entities, and does not violate the privacy or
   publicity rights of any third party;
 * You have, in the case of Content that includes computer code, accurately
   categorized and/or described the type, nature, uses and effects of the
   materials, whether requested to do so by Uploadcare or otherwise; and
 * Your Content and usage of the Services does not violate applicable laws and
   governmental regulations.


3. LICENSE GRANT

 * License to Services. Subject to your compliance with these Agreement,
   Uploadcare hereby grants a personal, non-exclusive, non-commercial,
   non-sublicensable, revocable and non-transferable license to use the Website
   and Services in accordance with the terms and conditions of this Agreement.
   No rights are granted to you except as expressly set forth in the Agreement.
 * License to Content. By submitting Content to Uploadcare for inclusion on the
   Services, you grant Uploadcare a world-wide, royalty-free, and non-exclusive
   license to reproduce, modify, adapt and publish the Content solely for the
   purpose of displaying, distributing and promoting your account and providing
   the Services. Uploadcare has the right to grant to its contractors
   sublicenses under the licenses granted under this section and for the same
   purpose. If you request for the deletion of your Content, Uploadcare will use
   reasonable efforts to remove it from the Services, but you acknowledge that
   caching or references to the Content may not be made immediately unavailable.
 * Feedback. You grant to Uploadcare worldwide, perpetual, irrevocable,
   royalty-free license to use and incorporate into the Services and Website any
   suggestion, enhancement request, recommendation, correction, or other
   feedback provided by you.
 * Trademarks. You consent to Uploadcare’s use of your name and logo and general
   description of your relationship with Uploadcare in press releases and other
   marketing materials and appearances. You grant to Uploadcare worldwide, a
   non-exclusive, royalty-free, fully-paid up license to use and reproduce your
   trademarks, tradenames and logos in Uploadcare’ marketing materials and
   website and to indicate that you are an Uploadcare customer. Uploadcare will
   abide by any written trademark usage guidelines provided by you. All goodwill
   arising out of the use of your trademarks, tradenames and logos shall inure
   to your benefit. To decline Uploadcare this license you need to email
   help@uploadcare.com stating that you do not wish to be used as a reference.


4. VIOLATIVE CONTENT

Without limiting any of those representations or warranties, Uploadcare has the
right (though not the obligation) to, in Uploadcare’s sole discretion (i) refuse
or remove any content that, in Uploadcare’s reasonable opinion, violates any
Uploadcare policy or is in any way harmful or objectionable, or (ii) terminate
or deny access to and use of the Services to any individual or entity for any
reason. Uploadcare will have no obligation to provide a refund of any amounts
previously paid.


5. PAID SERVICES

 * Fees; Payment. You can sign up for paid Services provided by us (“Paid
   Services”). By signing up for a Paid Services account you agree to pay
   Uploadcare the monthly fees. There are two types of monthly fees:
   “Subscription Fees” and “Usage Fees” indicated at
   https://uploadcare.com/pricing/ or as indicated in your Order Form. By
   signing up for a Paid Services account you agree to pay Uploadcare both
   monthly Subscription Fees and Usage Fees.
 * Subscription Fees are based on the selected subscription type and cover the
   certain number of units. Subscription Fees are charged in advance on the day
   you sign up for the Paid Services and will cover the use of Paid Services for
   a monthly or annual period as indicated.
 * Usage Fees are charged when you exceed the number of units included in your
   subscription plan. Payments related to Usage Fees will be charged at the end
   of each month in which there has been an excess and are based on the tariffs
   applied to your subscription type.
 * Refund, Change and Cancellation of Services. Paid Services fees are not
   refundable. Uploadcare reserves the right to change the payment terms and
   fees upon thirty days prior written notice to you. Paid Services may be
   canceled by you at any time through your account settings page, subject to
   the terms of this Agreement.
 * Discount. Uploadcare may offer you, at its sole discretion, Paid Services at
   a discounted rate (the “Discounted Services”) if you commit to subscribe to
   the Services for an annual or longer subscription period (the “Discount
   Subscription Period”) or as indicated in your Order Form. Payments will be
   charged in advance on the day you sign up for a Discounted Service and will
   cover the use of that service for a monthly or annual subscription period as
   indicated.
 * Invoice. Applicable fees for Paid Services or Discounted Services, as the
   case may be, will be invoiced on the day you sign up for a Service and shall
   be due in advance of using such Services as provided in the Order Form. If
   any invoiced amount based on any combination of Subscription Fees and Usage
   Fees is not received by Uploadcare by the due date, then without limiting
   Uploadcare’s rights or remedies: (a) Uploadcare may suspend your access to
   the Website and/or Services until the invoiced amount will be received
   through your credit card or other payment mechanism; (b) those charges may
   accrue late interest at the rate of 1.5% of the outstanding balance per
   month, or the maximum rate permitted by law, whichever is lower; (c)
   Uploadcare may condition future subscription renewals on shorter payment
   terms; and (d) Uploadcare may accelerate your unpaid fee obligations to
   become immediately due and payable, and suspend the provision of Services to
   you until the overdue amounts are paid in full.
 * Automatic Renewal. Unless you notify Uploadcare before the end of the
   applicable subscription period that you want to cancel a Paid Service or
   Discounted Service, your subscription will automatically renew and you
   authorize Uploadcare, or a third party through which you transact (without
   notice to you, unless required by applicable law) to collect the
   then-applicable annual or monthly subscription fee for such Service (as well
   as any taxes) using any credit card or other payment mechanism we have on
   record for you. If all credit cards we have on file for you or any other
   payment method used by you are declined for payment of your membership or
   subscription fees, Uploadcare may suspend or cancel the provision of Services
   to you, as applicable, unless you provide us with a new credit card or
   another payment mechanism. If you provide us with a new credit card and are
   successfully charged before your subscription is cancelled, your new
   subscription period will be based on the original renewal date and not the
   date of the successful charge.
 * Support. Certain Paid Services packages include access to priority email and
   telephone support. “Email support” means the ability to make requests for
   technical support assistance by email at any time (with reasonable efforts by
   Uploadcare to respond within one business day) concerning the use of the Paid
   Services. “Priority” means that support for Paid Services customers takes
   priority over support for users of the standard, free Uploadcare Services.
   All Paid Services support will be provided in accordance with Uploadcare
   standard Paid Services practices, procedures and policies.
 * Order Form. In addition to the terms and conditions of this Agreement, the
   provision of Paid Services and Discounted Services and your obligations
   relating to the same will be subjected to the terms and conditions of any
   applicable order form provided by Uploadcare to you (the “Order Form”). In
   terms of any conflict between the provisions of this Agreement and the Order
   Form, the provisions of this Agreement shall prevail except where the Order
   Form expressly provides that it shall prevail over a provision of the
   Agreement.
 * Taxes. All fees for Services and any Upgrades (as defined below) are
   exclusive of taxes, levies, duties or charges imposed by government
   authorities (collectively, “Taxes”). You shall be solely responsible for all
   sales, service, value-added, use, excise, consumption and any other Taxes on
   amounts payable by Customer under the Order Forms and this Agreement (other
   than any Taxes on Uploadcare’s income, revenues, gross receipts, personnel or
   assets). Without limiting the foregoing, if you are required to deduct or
   withhold any Taxes under applicable laws outside the United States, you shall
   remit such Taxes in accordance with those applicable laws and all fees
   payable shall be increased so that Uploadcare receives an amount equal to the
   sum it would have received had no withholding or deduction been made. If an
   applicable tax authority requires Uploadcare to pay any taxes that should
   have been payable by you, Uploadcare will advise you in writing, and you will
   promptly reimburse Uploadcare for the amounts paid.


6. UPGRADES

 * General Terms. Optional Paid Services (including “Service Upgrades” and
   “Usage Upgrades”, collectively, “Upgrades”) are available through the use of
   the Services. By selecting an Upgrade you agree to pay Uploadcare the monthly
   or annual subscription fees indicated for that service. Payments will be
   charged on a pre-pay basis on the day you sign up for an Upgrade and will
   cover the use of that service for a monthly or annual subscription period as
   indicated. Upgrade fees are not refundable.
 * Automatic Renewal. Unless you notify Uploadcare before the end of the
   applicable subscription period that you want to cancel an Upgrade, your
   Upgrade subscription will automatically renew and you authorize us to collect
   the then-applicable annual or monthly subscription fee for such Upgrade (as
   well as any taxes) using any credit card or other payment mechanism we have
   on record for you. Upgrades can be canceled at any time by notifying
   Uploadcare through the means of the Services dashboard.


7. RESPONSIBILITY OF SERVICES USERS AND CONTRIBUTORS

Uploadcare has not reviewed, and cannot review, all of the material, including
computer software, posted to the Services, and cannot therefore be responsible
for that material’s content, use or effects. By operating the Services,
Uploadcare does not represent or imply that it endorses the material there
posted, or that it believes such material to be accurate, useful or non-
harmful. You are responsible for taking precautions as necessary to protect
yourself and your computer systems from viruses, worms, trojan horses, and other
harmful or destructive content. The Services may contain content that is
offensive, indecent, or otherwise objectionable, as well as content containing
technical inaccuracies, typographical mistakes, and other errors. The Services
may also contain material that violates the privacy or publicity rights, or
infringes the intellectual property and other proprietary rights, of third
parties, or the downloading, copying or use of which is subject to additional
terms and conditions, stated or unstated. Uploadcare disclaims any
responsibility and you acknowledge and agree that Uploadcare shall not be
responsible or liable, directly or indirectly, for any harm, damage or loss
caused or alleged to be resulting from the use by users or contributors of the
Services, or from any downloading by those contributors of content there posted.


8. CONTENT POSTED ON OTHER RESOURCES

We have not reviewed, and cannot review, all of the material, including computer
software, made available through the websites, webpages, computer software,
applications, libraries, APIs or services (collectively, “Resources”) to which
we link, and that link to us. Uploadcare does not have any control over those
non-Uploadcare Resources, and is not responsible for their contents or their
use. By linking to a non-Uploadcare Resource, Uploadcare does not represent or
imply that it endorses such Resource. You are responsible for taking precautions
as necessary to protect yourself and your computer systems from viruses, worms,
trojan horses, and other harmful or destructive content present on
non-Uploadcare Resource. Uploadcare disclaims any responsibility and you
acknowledge and agree that Uploadcare shall not be responsible or liable,
directly or indirectly, for any damage or loss caused or alleged to be caused by
or in connection with use of or reliance on any such content, goods or services
available on or through any such non-Uploadcare Resource.


9. GENERAL REPRESENTATION AND WARRANTY

You represent and warrant that (i) your use of the Services will be in strict
accordance with the Uploadcare's Privacy Policy, with this Agreement and with
all applicable laws and regulations (including without limitation any local laws
or regulations in your country, state, city, or other governmental area,
regarding online conduct and acceptable content, and including all applicable
laws regarding the transmission of technical data exported from the United
States or the country in which you reside) and (ii) your use of the Services
will not infringe or misappropriate the intellectual property rights of any
third party.


10. COPYRIGHT INFRINGEMENT AND DMCA POLICY

As Uploadcare asks others to respect its intellectual property rights, it
respects the intellectual property rights of others. Please notify us if you
believe that material located on or linked to by Uploadcare violates your
copyright or if you are aware of any intellectual property right infringement by
a user of our Services. In compliance with Section 512 of the Digital Millennium
Copyright Act of 1998 (the “DMCA”), we designate the following individual to
receive any notifications of an alleged infringement:

Copyright Agent

Uploadcare, Inc Attn: Uploadcare Designated Agent 18401 Collins Ave, Ste.
100-241, Sunny Isles Beach, FL, 33160 United States of America.
dmca@uploadcare.com

An effective notification should include:

 * A physical or electronic signature of a person authorized to act on behalf of
   the owner of an exclusive right that is allegedly infringed;
 * Identification of the copyrighted work claimed to have been infringed, or, if
   multiple copyrighted works at a single online site are covered by a single
   notification, a representative list of such works at that site;
 * Identification of the material that is claimed to be infringing or to be the
   subject of infringing activity and that is to be removed or access to which
   is to be disabled, and information reasonably sufficient to permit us to
   locate the material;
 * Information reasonably sufficient to permit us to contact the complaining
   party, such as an address, telephone number, and, if available, an electronic
   mail address at which the complaining party may be contacted;
 * A statement that the complaining party has 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;
 * A statement that the information in the notification is accurate, and under
   penalty of perjury, that the complaining party is authorized to act on behalf
   of the owner of an exclusive right that is allegedly infringed.

A notification that does not comply with all the above-mentioned requirements
may not be valid. If you believe that a notice was wrongly filed against you,
under the DMCA, you may file a counter-notice to our designated individual with
the following information:

 * Your physical or electronic signature;
 * Identification 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;
 * 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;
 * Your name, address, and telephone number, and a statement that you consent to
   the jurisdiction of Federal District Court for the judicial district in which
   we are located, or if your address is outside of the United States, for any
   judicial district in which we may be found, and that you will accept service
   of process from the person who provided notification or an agent of such
   person.

All limitations of access, suspensions, and terminations for cause shall be made
in Uploadcare’s sole discretion and Uploadcare shall not be liable to you or any
third party for any termination of your or any third party’s account or access
to the Services.

It is often difficult to determine if your intellectual property rights have
been violated or if the DMCA requirements have been met. You acknowledge that if
you fail to comply with all of the requirements of this Section, your DMCA
notice may not be valid. We may request additional information before we remove
any infringing material. If a dispute develops as to the correct owner of the
rights in question, we reserve the right to remove your content along with that
of the alleged infringer pending resolution of the matter. Uploadcare will
provide you with notice if your materials have been removed based on a
third-party complaint of alleged infringement of the third-party’s intellectual
property rights. We have a policy of terminating accounts of users who
repeatedly and intentionally infringe the intellectual property rights of
others.

IF YOU KNOWINGLY MISREPRESENT THAT MATERIAL IS OR IS NOT INFRINGING, YOU MAY BE
SUBJECT TO CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND
ATTORNEYS' FEES INCURRED BY UPLOADCARE, BY ANY COPYRIGHT OWNER, OR BY ANY
COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF RELIANCE UPON YOUR
MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.
You agree we may provide your notice to the provider of the allegedly infringing
material. The obligations under this section shall survive any termination or
expiration of this Agreement or your use of the Services.


11. INTELLECTUAL PROPERTY OWNERSHIP

This Agreement does not transfer from Uploadcare to you any Uploadcare or third
party intellectual property, and all right, title and interest in and to such
property, including but not limited to the Services, will remain (as between the
parties) solely with Uploadcare. Uploadcare, Uploadcare Inc., Uploadcare.com,
the Uploadcare logo, and all other trademarks, service marks, graphics and logos
used in connection with Uploadcare, or the Services are trademarks or registered
trademarks of Uploadcare or Uploadcare’s licensors. Other trademarks, service
marks, graphics and logos used in connection with the Services may be the
trademarks of other third parties. Your use of the Services grants you no right
or license to reproduce or otherwise use any Uploadcare or third-party
trademarks. No rights are granted to you except as expressly set forth in the
Agreement.


12. ADVERTISEMENTS

Uploadcare reserves the right to display advertisements in your Uploadcare
display widgets unless you have purchased an ad-free Paid Services account.


13. MAILING LIST

You can unsubscribe from our mailing list at any time directly from the
unsubscribe link included in each electronic marketing message we send to you.
If you do so, we will promptly update our databases, and will take all
reasonable steps to meet your request at the earliest possible opportunity, but
we may continue to contact you to the extent necessary for the purposes of
providing our Services.

When providing Uploadcare with your personal information, the processing of your
personal information is governed by the Uploadcare's Privacy Policy. Uploadcare
reserves the right to contact you personally for the means of improving the
Services.


14. CHANGES

Uploadcare reserves the right, at its sole discretion, to modify or replace any
part of this Agreement. Except as expressly set, such changes will be effective
after three days upon posting the new version of Agreement on
https://uploadcare.com/about/terms/. It is your responsibility to check this
https://uploadcare.com/about/terms/ periodically for changes. Your continued use
of or access to the Website or Services following the posting of any changes to
this Agreement constitutes acceptance of those changes. Uploadcare may also, in
the future, offer new services and/or features through the Website (including,
the release of new tools and resources). Such new features and/or services shall
be subject to the terms and conditions of this Agreement.


15. TERMINATION

 * Termination Rights for Services — Excluding Paid or Discounted Services or
   Upgrades. Uploadcare may terminate your access to all or any part of the
   Services, at any time, at its own discretion, with or without notice,
   effective immediately. Subject to the terms of this Agreement, if you wish to
   terminate this Agreement or your Uploadcare account (if you have one), you
   may simply discontinue using the Services.
 * Termination for Cause — Paid or Discounted Services or Upgrades. In addition
   to Uploadcare’s right to terminate this Agreement under the Agreement, you or
   Uploadcare may terminate the Agreement for cause (a) upon 30 days’ written
   notice to the other of a material breach if the breach remains uncured at the
   expiration of the notice period or (b) if the other party (i) becomes the
   subject of a proceeding relating to insolvency, receivership, liquidation or
   assignment for the benefit of creditors to the extent permitted by applicable
   laws or governmental regulations, (ii) goes out of business or (iii) ceases
   its operations; provided that, Uploadcare may terminate the Services
   immediately as part of a general shut down of our service.
 * Cancellation of Discounted Services. Except in the event of termination for
   cause as in section 15(b) above, Discounted Services are (a) non-cancellable;
   and (b) cannot be decreased for the first six (6) months of the Discount
   Subscription Period. In the event that you choose to cancel or decrease the
   Discounted service after six months but before the end of the Discount
   Subscription Period, you shall pay Uploadcare cancellation charges equal to
   the discount granted you by Uploadcare for committing to a Discount
   Subscription Period. You authorize us to collect the applicable cancellation
   charges (as well as any taxes) using any credit card or other payment
   mechanism we have on record for you. Cancellation of Discounted Services may
   be effected through your account settings page and is subject to the terms of
   this Agreement. All fees paid for commitments to a Discount Subscription
   Period are not refundable.
 * Effect of Termination. Upon termination of this Agreement, your rights under
   these Agreement will automatically terminate. Accordingly, upon termination,
   your right to use the Services will immediately cease and you will lose all
   data related to your account. All fees that were due prior to the termination
   of the Agreement and Services shall remain due and become immediately
   payable. In such an event, you must cease all use of the Services. Our
   failure to insist upon or enforce your strict compliance with these Agreement
   will not constitute a waiver of any of our rights. All provisions of this
   Agreement which by their nature should survive termination shall survive
   termination, including, without limitation, ownership provisions, warranty
   disclaimers, indemnity, confidentiality, payment obligations and limitations
   of liability.


16. CONFIDENTIALITY

 * Confidential Information. “Confidential Information” means all information
   disclosed by a party (“Disclosing Party”) to the other party (“Receiving
   Party”), whether orally or in writing, that is designated as confidential or,
   given the nature of the information and the circumstances of disclosure,
   should be understood to be confidential. Your Confidential Information
   includes the Content; Uploadcare’s Confidential Information includes the
   Services and any documentation related thereto; and Confidential Information
   of each party includes but is not limited to the terms and conditions of this
   Agreement and all Order Forms, including pricing, business and marketing
   plans, technology and technical information, product plans and designs, and
   business processes disclosed by each party in connection with this Agreement.
   Confidential Information does not include information that: (a) is at the
   time of disclosure, or later becomes, generally known to the public through
   no fault of Receiving Party; (b) was known to the Receiving Party with no
   obligation of confidentiality prior to disclosure by Disclosing Party, as
   proven by records of Receiving Party; (c) is disclosed to Receiving Party by
   a third party who did not directly or indirectly obtain the information
   subject to any confidentiality obligation; or (d) is at any time
   independently developed by Receiving Party without use of Disclosing Party’s
   Confidential Information as proven by records of Receiving Party.
 * Confidentiality Obligation. Except as provided in Section 16(c) below, the
   Receiving Party shall not disclose or otherwise make available any
   Confidential Information of Disclosing Party to anyone except those of its
   employees, directors, attorneys, agents and consultants who: (a) need to know
   the Confidential Information in connection with the purpose of the Agreement
   and (b) who have previously agreed to be bound by confidentiality obligations
   no less stringent than those in the Agreement. Each party shall (x) safeguard
   all Confidential Information of the other party with at least the same degree
   of care (but no less than reasonable care) as it uses to safeguard its own
   confidential information and (y) not use any Confidential Information of the
   other party for any purpose outside the scope of the Agreement. In the event
   of any breach or threatened breach by the Receiving Party of its obligations
   under this Section 16, the Disclosing Party will be entitled to seek
   injunctive and other equitable relief to enforce such obligations.
 * Disclosure. If Receiving Party is compelled by law to disclose Confidential
   Information of Disclosing Party, then to the extent legally permitted,
   Receiving Party shall provide Disclosing Party with prior notice of the
   compelled disclosure and reasonable assistance, at Disclosing Party’s cost,
   if Disclosing Party wishes to contest the compelled disclosure. Any compelled
   disclosure shall be limited to the extent required, and shall be subject to
   confidentiality protections to the extent practicable. If Receiving Party is
   compelled by law to disclose Disclosing Party’s Confidential Information as
   part of a civil proceeding to which Disclosing Party is a party, and
   Disclosing Party is not contesting the disclosure, Disclosing Party will
   reimburse Receiving Party for its reasonable cost of compiling and providing
   secure access to that Confidential Information.


17. DISCLAIMER OF WARRANTIES

THE SERVICES, WEBSITE AND ANY AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED
ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMISSIBLE UNDER
APPLICABLE LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR BAILMENT OF YOUR DATA ON OUR
SERVERS OR SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO US OR VIA
THE SERVICES. YOU ALSO ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICE WILL
BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, THAT DEFECTS WILL BE
CORRECTED, NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED
FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU
FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED
IN THIS AGREEMENT.

YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES AND WEBSITE IS AT YOUR SOLE RISK.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DO NOT WARRANT THAT YOUR
USE OF THE SERVICES AND WEBSITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND WE
SPECIFICALLY DISCLAIM SUCH WARRANTIES. BY ACCESSING OR USING THE SERVICES OR
WEBSITE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY
JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, IN NO EVENT SHALL UPLOADCARE,
OR ITS SUBSIDIARIES OR ANY OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES
OR LICENSORS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY
SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY
DAMAGES WHATSOEVER.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE
LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE,
SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. NOTHING IN
THIS AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF YOUR RELATIONSHIP
WITH UPLOADCARE.

Note: Uploadcare may sign a separate “Service Level Agreement” (SLA) when the
SLA implementation is desired or needed by a Paid Services User. Please contact
us at help@uploadcare.com for details.


18. LIMITATION OF LIABILITY

In no event will Uploadcare, or its suppliers or licensors, be liable with
respect to any subject matter of this agreement under any contract, negligence,
strict liability or other legal or equitable theory for: (i) any special,
incidental or consequential damages; (ii) the cost of procurement for substitute
products or services; (iii) for interruption of use or loss or corruption of
data; or (iv) for any amounts that exceed the fees paid by you to Uploadcare
under this Agreement during the twelve (12) month period prior to the cause of
action on the Order Form from which the cause of action arose. Uploadcare shall
have no liability for any failure or delay due to matters beyond their
reasonable control. The foregoing shall not apply to the extent prohibited by
applicable law.

IN NO EVENT SHALL UPLOADCARE BE LIABLE FOR ANY INDIRECT, ECONOMIC, SPECIAL,
INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES RELATED TO: (A) THE SERVICES; (B)
THE UPLOADCARE WEBSITE; (C) YOUR CONTENT; (D) YOUR USE OF, INABILITY TO USE, OR
THE PERFORMANCE OF THE WEBSITE OR SERVICES; (E) ACTION TAKEN IN CONNECTION WITH
AN INVESTIGATION BY UPLOADCARE OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE
OF THE WEBSITE OR SERVICES; (F) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR
OTHER INTELLECTUAL PROPERTY OWNERS; (G) ANY ERRORS OR OMISSIONS IN THE SERVICES'
or WEBSITE’S TECHNICAL OPERATION; OR (H) ANY DAMAGE THAT RESULTS FROM EVENTS
BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY YOUR COMPUTER, MOBILE
DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE
FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR,
OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER
LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA,
WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF
FORESEEABLE OR EVEN IF UPLOADCARE HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF
THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL UPLOADCARE’S TOTAL LIABILITY
TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE AMOUNTS PAID BY
YOU, IF ANY, TO UPLOADCARE IN THE PAST TWELVE MONTHS. THE PRIOR LIMITATION ON
DAMAGES IS NOT INTENDED TO LIMIT UPLOADCARE’S OBLIGATION TO PAY PREVAILING PARTY
COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW. THE LIMITATIONS SET
FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE UPLOADCARE’S LIABILITY FOR
UPLOADCARE’S GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR
RECKLESS MISCONDUCT. THIS SECTION SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF
YOUR RELATIONSHIP WITH UPLOADCARE.

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE
OUT OF UPLOADCARE’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE
NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY
EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER UPLOADCARE
CONTENT OWNED OR CONTROLLED BY UPLOADCARE, AND YOU WILL HAVE NO RIGHTS TO ENJOIN
OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION
OR EXPLOITATION OF ANY WEBSITE, PROPERTY, PRODUCT, SERVICE, OR OTHER UPLOADCARE
CONTENT OWNED OR CONTROLLED BY UPLOADCARE.

BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH
RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN
ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD,
AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF
CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS
FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR." THE OBLIGATIONS UNDER THIS SECTION SHALL SURVIVE ANY TERMINATION OR
EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THE SERVICES.


19. INDEMNIFICATION

You agree to indemnify and hold Us, and our respective employees, directors,
officers, and agents harmless from any liabilities, claims, expenses or demands,
including reasonable attorneys’ fees, arising directly or indirectly out of (i)
your misuse of the Services or Website, (ii) your violation of the laws, rules,
and regulations, (iii) your breach of this Agreement, (iv) your infringement of
any intellectual property or other rights of any third party, including by
breach of any license agreement with any third party resulting in the
unauthorized uploading or storage of the third party’s content or files or other
intellectual property on our server, and (v) any other matter for which you are
responsible for hereunder or under law. You agree that your use of the Services
shall be in compliance with all applicable laws and regulations. The obligations
under this section shall survive any termination or expiration of this Agreement
or your use of the Services.


20. DATA PROTECTION

Uploadcare will process your personal information in accordance with
Uploadcare’s Privacy Policy.

These Terms of Service incorporate the Data Processing Addendum (“DPA”) when the
GDPR and the CCPA apply to your use of the Services to process Personal Data (as
defined in GDPR and CCPA). DPA also includes Standard Contractual Clauses to
ensure that any personal data leaving the European Economic Area (EEA) will be
transferred in compliance with EU data protection laws (EU Model Clauses).

Users are solely responsible for compliance with all applicable laws governing
the privacy and security of personal data, including medical or other sensitive
data if any.


21. OFAC COMPLIANCE

The Services may be subject to export control and economic sanctions laws and
regulations administered or enforced by the United States Department of
Commerce, Department of Treasury's Office of Foreign Assets Control (“OFAC”),
Department of State, and other United States authorities (collectively, “U.S.
Trade Laws”). You may not use the Services to export or re-export, or permit the
export or re-export, of software or technical data in violation of U.S. Trade
Laws. In addition, by using the Services, you represent and warrant that you are
not (a) an individual, organization or entity organized or located in a country
or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria,
Sudan, North Korea, or the Crimea region of Ukraine); (b) designated as a
Specially Designated National or Blocked Person by OFAC or otherwise owned,
controlled, or acting on behalf of such a person; (c) otherwise a prohibited
party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical or
biological weapons activities to which U.S. persons may not contribute without a
U.S. Government license. Unless otherwise provided with explicit written
permission, Uploadcare also does not register, and prohibits the use of any of
our Services in connection with, any Country-CodeExample Top Level Domain Name
(“ccTLD”) for any country or territory that is the target of OFAC sanctions. The
obligations under this section shall survive any termination or expiration of
this Agreement or your use of the Services.


22. HIPAA COMPLIANCE

The use of the Services implies that you will not store, transmit or otherwise
process any content or files that fall within the definition of “Protected
Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051),
unless User and Uploadcare Inc. separately enter into a HIPAA Business Associate
Agreement ("BAA"), which may be done by sending an inquiry to
sales@uploadcare.com.

We specifically disclaim any representation or warranty that the Services
without entering into a BAA, as offered, comply with HIPAA. Storing and
permitting access to “Protected Health Information” without entering in a BAA is
a material violation of this Agreement, and grounds for immediate account
termination.

If you have questions about handling “Protected Health Information” via the
Services, please contact us at trust@uploadcare.com.


23. U.S. GOVERNMENT RIGHTS

The Services are “commercial item”, as such term is defined in 48 C.F.R. §2.101.
Accordingly, if you are an agency of, or contractor to, the US Government, you
receive only those rights with respect to such software as are granted to all
other end users under license, in accordance with (a) 48 C.F.R. §227.7201
through 48 C.F.R. §227.7204, with respect to the Department of Defense and their
contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government
licensees and their contractors. If you are a government agency that has a need
for rights not granted under the Agreement, it must negotiate with Uploadcare to
determine if there are acceptable terms for granting those rights, and mutually
acceptable written terms specifically granting those rights must be included in
any applicable agreement.


24. FORCE MAJEURE

Neither party shall be liable or responsible to the other party, nor be deemed
to have defaulted under or breached this Agreement, for any failure or delay in
fulfilling or performing any term of this Agreement (except for any obligations
to make payments), when and to the extent such failure or delay is caused by any
act beyond the party’s reasonable control, including but not limited to, acts of
God; flood, fire or explosion; war, terrorism, invasion, riot or other civil
unrest; epidemic, pandemic or similar outbreak; embargoes or blockades in effect
on or after the date of this Agreement; governmental or regulatory action; or
national or regional emergency (each of the foregoing, a “Force Majeure Event”),
in each case, provided that the affected party uses diligent efforts to end the
failure or delay and minimize the effects of such Force Majeure Event.


25. RELATIONSHIP OF PARTIES

The parties expressly understand and agree that their relationship is that of
independent contractors. Nothing in this Agreement shall constitute one party as
an employee, agent, joint venture partner or servant of another. This Agreement
is for the sole benefit of the parties hereto and their respective successors
and permitted assigns and nothing herein, express or implied, is intended to or
shall confer on any other person any legal or equitable right, benefit or remedy
of any nature whatsoever under or by reason of this Agreement.


26. NOTICE

You agree to transact with us electronically. Your affirmative act of using the
Services constitutes your acceptance signature to these Agreement. We may
provide notices to you electronically (1) via email if you have provided us with
a valid email address or (2) by posting the notice on a website designated by us
for this purpose. The delivery of any notice is effective when sent or posted by
us, regardless of whether you read the notice or actually receive delivery. You
can withdraw your consent to receive notices electronically by discontinuing
your use of the Service.

You can contact Uploadcare at help@uploadcare.com, or at:

Uploadcare, Inc 18401 Collins Ave, Ste. 100-241, Sunny Isles Beach, FL, 33160
United States of America.

Notices required or permitted to be given to Uploadcare under this Agreement
shall be in writing and shall be deemed to be sufficiently given: (i) one
business day after being sent by overnight courier; (ii) three business days
after being sent by registered mail, return receipt requested; or (iii) one
business day after being sent by email (provided that you do not receive a
response that the message could not be delivered or an out-of-office reply). You
shall provide immediate notice to Uploadcare in the event you change your
contact details. Either Party may change its address(es) for notice by providing
notice to the other in accordance with this section.


27. GOVERNING LAW AND DISPUTE RESOLUTION

Except to the extent applicable law, if any, provides otherwise, this Agreement,
any access to or use of the Services will be governed by the laws of the state
of California, U.S.A., excluding its conflict of law provisions. The parties
agree that the UN Convention on Contracts for the International Sale of Goods
shall not apply to the Agreement nor to any dispute or transaction arising out
of the Agreement. Except for claims for injunctive or equitable relief or claims
regarding intellectual property rights (which may be brought in any competent
court without the posting of a bond), any dispute arising under this Agreement
shall be finally settled in accordance with the Comprehensive Arbitration Rules
of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three
arbitrators appointed in accordance with such Rules. The arbitration shall take
place in Los Angeles, California, in the English language and the arbitral
decision may be enforced in any court. The prevailing party in any action or
proceeding to enforce this Agreement shall be entitled to costs and attorneys’
fees.

Waiver of Jury Trial and Class or Consolidated Actions. YOU WAIVE ANY
CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF
A JUDGE OR JURY. YOU ARE INSTEAD CHOOSING TO HAVE CLAIMS AND DISPUTES RESOLVED
BY ARBITRATION. IN ANY LITIGATION BETWEEN YOU AND UPLOADCARE OVER WHETHER TO
VACATE OR ENFORCE AN ARBITRATION AWARD, YOU WAIVE ALL RIGHTS TO A JURY TRIAL,
AND ELECT INSTEAD TO HAVE THE DISPUTE BE RESOLVED BY A JUDGE. ALL CLAIMS AND
DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON
AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER
OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF
ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated
actions is deemed invalid or unenforceable, neither you nor Uploadcare is
entitled to arbitration; instead all claims and disputes will be resolved in a
court as set forth below.

In the event that the binding arbitration provision above is found not to apply
to you or to a particular claim or dispute, either as a result of your decision
to opt-out of the Agreement or a court order, you agree that any claim or
dispute that has arisen or may arise between you and Uploadcare must be resolved
exclusively by a state or federal court located in Los Angeles, California. You
and Uploadcare agree to submit to the personal jurisdiction of the courts
located within Los Angeles, California for the purpose of litigating all such
claims or disputes.


28. MISCELLANEOUS

This Agreement and any applicable Order Form constitutes the entire agreement
between Uploadcare and you concerning the subject matter hereof, and they may
only be modified by a written amendment signed by an authorized executive of
Uploadcare, or by the posting by Uploadcare of a revised version. If any part of
this Agreement is held invalid or unenforceable, that part will be construed to
reflect the parties’ original intent, and the remaining portions will remain in
full force and effect. The failure of Uploadcare to enforce any right or
provision of this Agreement will not be deemed a waiver of such right or
provision. A waiver by either party of any term or condition of this Agreement
or any breach thereof, in any one instance, will not waive such term or
condition or any subsequent breach thereof. Subject to prior written consent of
Uploadcare, you may assign your rights under this Agreement to any party that
consents to, and agrees to be bound by, its terms and conditions; Uploadcare may
assign its rights under this Agreement without condition. This Agreement will be
binding upon and will inure to the benefit of the parties, their successors and
permitted assigns.

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