Terms of ServiceLast Revised: January 28, 2013
Thank you for using Imgix! Imgix processes images at scale in real time, caches them, and delivers them to your users.
This document, our Terms of Service ("TOS" and "Agreement"), governs your use of our services ("Services"), which include all services listed and discussed in this TOS, our website, and any other services we may provide to you (sometimes referred to as the "Customer"). If you have entered a separate agreement with us concerning our Services, that agreement will control wherever it directly contradicts this TOS.
You can use Imgix only if you can form a binding contract with Imgix, and only in compliance with this TOS and all applicable laws.
Please read this TOS carefully. By using our Services, you enter a binding contract with us, governed by this TOS and all of our other user agreements, which are incorporated into this document.
1. What Imgix Provides
After you register with us and consent to this TOS, you may connect your image storage location to our Services and begin using Imgix. We will provide our Services to you via our web API, proprietary software, and network infrastructure (including our caching layer).
We Are Not an Image Host: Imgix is not an image storage or hosting service. We connect to your own image storage or hosting location in order to provide the Services discussed in this TOS. Imgix provides limited caching and rendering services that we use during the course of providing our Services to you. If an image is removed from your storage or hosting location, it may remain on our caching servers for a limited time.
Services We Provide: Services we provide at your direction include (among any other services we choose to provide) our web API, image processing, image analysis, image rendering, image caching, image routing, and image delivery. Whenever we undertake any Service on your behalf, we refer to it as "Processing" an image for you. When you make an image available via our Services, we say that you "Provide" an image using our Services.
2. How You Use Our Services
Imgix Only Works at Your Direction: You control the actions Imgix takes with respect to your images, via the web API we provide.
You Provide Your Own Images: We cannot provide our Services unless you connect your image hosting or storage location to our Services. You are responsible for updating your site or service's code to work with our Services.
You Are Responsible for Backups: You are responsible for maintaining backups of images that you provide to us via your hosting or storage location. We do not duplicate or otherwise make backups of any images stored in the location you provide to us when you use our Services.
3. Your Imgix Account
Be Honest and Use Our Services in Good Faith: When you create an account with us and use our Services, you must provide accurate, up-to-date Account Information. You must also agree that you are using our Services in good faith and for their proper purposes, not for any other reason.
You Must Keep Your Account Information Secure and Confidential: Imgix uses commercially reasonable methods of keeping your Account Information secure when it is in our possession. You are responsible for maintaining the confidentiality and security of your Account Information, and must use your own procedures and policies to limit access to your Account Information to authorized individuals. You are fully responsible for all activities that occur as a result of the use of your Account Information in accessing our Services. You must notify us as promptly as is reasonably possible, at email@example.com, of any actual or suspected unauthorized use of your Account Information.
4. Billing, Payment, and Pricing
Billing, payment, pricing, and related matters are governed by our Payment Policy. Please read it carefully.
5. Our Rules About Your Content
You Must Not Process Illegal or Infringing Content on Our Services: Whenever you direct Imgix to Process an image for you or Provide an image via our Services, it is your sole responsibility to ensure that your images do not violate any law or the rights of any third party. This includes intellectual property laws, child pornography laws, and defamation laws. Imgix takes absolutely no responsibility for, and makes no warranties regarding, the legality of any image you process using our Services.
You Are Solely Responsible for Your Content: We are an intermediary processing service. All processing of images using our Services occurs at your direction, and you are solely responsible for every image you process using our Services. We retain the right, but do not assume any duty, to review and monitor images processed using our Services. We also retain the right to remove from our servers any image we find objectionable for any reason.
6. Metadata and Analytics
We Retain All Rights to the Metadata We Collect: As part of your use of our Services, we use our proprietary software to analyze images we process. Whenever we process an image for you, we observe, collect, and analyze basic, non-copyrighted facts about the image during the course of our processing of the image. All processing after your image is cached is at your direction, not ours. We use the data we collect to learn about the images we process, so that now and in the future we can provide even better Services to you, like smarter image resizing. We retain full rights to all of this metadata.
We Retain Rights to Our Analytics Data: When we provide our Services, we collect analytics data about images we cache and process. For example, we keep track of how often images are accessed, performance data, and other such technical information. This data is related to the performance of our Services, and we retain all rights to it.
8. How and When We Can Modify Our Services and Our Agreement
We will make commercially reasonable efforts to notify you if our Services change in any material way during your use of them, but we reserve the right to modify, suspend, or end our Services for any business, legal, technological, or other reason. If we modify or suspend our Services in a way that interferes with your use of any Imgix Service that you had paid to use, we will refund (in prorated fashion) fees for Services whose use you were denied.
We will try to schedule our maintenance, downtime, or other activity that may interfere with your use of our Services during low-usage time periods for all customers in aggregate.
We also reserve the right to alter this Agreement at any time, for commercially reasonable, good faith reasons. If we do make a material change to this Agreement, we will notify you in advance, via email or through other communications channels available to us, and give you the opportunity to terminate this Agreement.
9. Termination and Cancellation
You or Imgix may terminate this Agreement at any time, for any reason. All payments or fees are due at the time of termination, with refunds and proration governed by the terms of our Payment Policy.
You can terminate this Agreement and your account with Imgix at any time by following the instructions at https://webapp.imgix.com/cancel.
Imgix reserves the right to terminate, cancel, or suspend this Agreement and your account, at any time and without notice, in the event of your nonpayment, or if in our sole discretion we have determined that you are in violation of any term or condition of this Agreement or any related agreements, or for any other reason.
Upon termination, you will continue to be bound by Sections 5, 9, 10, and 11 of this agreement.
10. Warranties, Limitation of Liability, Indemnification
Please read the following sections and subsections closely, as some of them limit Imgix's liability. Each section below only applies up to the maximum extent permitted under applicable law.
Imgix promises to make commercially reasonable efforts to provide our Services and ensure that you can access them. However, you agree that Imgix's Services are provided on an "as is" and "as available" basis. Your access to and use of the Services is at your own risk. Imgix provides our Services without warranty of any kind.
Imgix specifically disclaims all warranties and conditions, whether express or implied, of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade. You warrant and represent that you have the right to use in the foregoing manner all content you make available using our Services. You agree not to use the Services to process images that infringe the intellectual property rights of any third party. Further, you agree to have in place an intellectual property policy, such as a DMCA policy, for handling notices of infringement.
Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result some of the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.
b. Limitation of Liability
To the maximum extent permitted by applicable law, Imgix shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or any other intangible losses, resulting from (i) your access to or use of, or inability to access or use, the Services; (ii) any conduct or content of any third party on the Services, including without limitation any defamatory, offensive, or illegal conduct of your users; (iii) any image or other content that we Process or that you Provide; or (iv) unauthorized access, use, or alteration of content you Provide.
In no event shall Imgix's aggregate liability exceed the greater of one hundred U.S. dollars (U.S. $100.00) or the amount you paid Imgix, if any, in the last six months for the Services giving rise to the claim.
The limitations of this subsection shall apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence) or otherwise, and whether or not Imgix has been informed of the possibility of any such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
You agree to indemnify, defend, and hold Imgix harmless from any and all losses, liabilities, costs, damages, penalties, fines and expenses, including reasonable attorneys' fees resulting from third-party claims, demands, investigations, threats, suits, or proceedings, arising from or relating to (i) infringement or legality of any content processed using Imgix's Services, (ii) the security of data processed by Imgix, (iii) any other claims related to images processed by Imgix as part of Imgix's Services, (iv) any breach by you of any term of this TOS. If we are obligated to respond to a third-party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys' fees, as well as our employees' and contractors' time and materials spent responding to the third-party subpoena or other compulsory legal order or process at our then-current hourly rates.
The terms of this section will survive any termination of this TOS.
We will attempt to notify you promptly of any indemnification claim, but our failure to promptly notify you will only affect your obligations under this section to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. Imgix may also assume control of the defense and settlement of the claim at any time.
11. General Terms
a. Independent Contractors
The relationship between you and Imgix is one of independent contractors. Nothing in this TOS creates or can be construed to create an employer/employee, joint venture, or partnership relationship between you and Imgix. Neither Imgix nor its employees are the servants, agents, or employees of the Customer. The Customer has no direction, supervision, or control over Imgix or its employees. Each party to this Agreement has sole responsibility for compliance with any and all laws pertaining to its relationships with any employee or subcontractor in performing any obligations under this Agreement.
This TOS, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Imgix without restriction. Any attempted transfer or assignment in violation of this section shall be null and void.
c. Waiver and Severability
If any part of this TOS is held to be unenforceable for any reason, that part will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.
The failure of Imgix to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.
Controlling Law and Jurisdiction
This Agreement shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. Each party irrevocably consents to the exclusive and personal jurisdiction of the federal and state courts located in San Francisco, California.
Our Services are controlled, operated, and provided from the United States, and we make no representations that they are available or appropriate for use in other locations.
This TOS (including any amendment agreed upon by the parties in writing and updates to URLs and other documents incorporated herein) represents the complete Agreement between the parties regarding Imgix's Services, and supersedes all prior Agreements and representations between them. No person or entity other than Imgix and the Customer will be third-party beneficiaries to this TOS.