LAST MODIFIED: 14 January 2025
1. Introduction
1.1. ImageRelease Ltd is the owner and operator of the ImageRelease™ web-based and mobile application-based platform (together, the Platform). ImageRelease Ltd (we, us or our) is a company registered in England and Wales with company number 16166644, whose registered office address is at 1 Fisher Lane, Bingham, Nottingham, England, NG13 8BQ.
1.2. The Platform provides digital services for the creation, execution, management and storage of image releases and related documentation (the Services). The Services may include:
1.2.1 access to and use of image release and related templates;
1.2.2 electronic signature capabilities for the execution of releases and related documents;
1.2.3 secure cloud storage and management of executed releases and related documentation;
1.2.4 collaboration tools for sharing and managing releases with relevant parties; and
1.2.5 access to any associated mobile applications or other software provided as part of the Platform services.
2. The agreement between you and us
2.1. These Terms and Conditions (the Terms) set out the agreement between you, as a Platform paid subscriber (you) and us. Please read these Terms carefully before you purchase a subscription and start using the Platform. By purchasing a subscription and accessing or using the Platform, you confirm that you accept these Terms and agree to comply with them. If you do not agree to these Terms, you must not purchase a subscription.
2.2. When you purchase a paid subscription to the Platform (Your Subscription), we will grant to you a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit your authorised users (the Authorised Users) to use the Platform during the term of your subscription (the Subscription Term) solely for your internal business operations. We do not provide Services to consumers as defined by the Consumer Rights Act 2015.
2.3 These Terms govern any use by you of the Platform as a subscriber and any use through our mobile application or related software. Separate terms apply to guest users of the Platform. These Terms apply regardless of the device, platform, or method you use to access the Platform.
2.4 These Terms incorporate our Privacy Policy, Cookie Policy, Platform Terms of Use, Acceptable Use Policy, Data Processing Addendum and any additional terms specific to particular services or features that we may introduce from time to time. Together, these documents form a legally binding agreement between you and us (the Agreement). You should print or save a copy of these Terms for future reference.
2.5 These Terms supersede any previous agreements or arrangements between you and us in relation to the Platform or our Services.
3. Access to the Platform and restrictions on access
3.1 You are responsible for:
3.1.1 making all arrangements necessary to access the Platform, including obtaining and maintaining suitable internet connectivity and compatible devices;
3.1.2 ensuring that the number of Authorised Users that you authorise to use the Platform through your account does not exceed the maximum number of Authorised Users under the terms of Your Subscription;
3.1.3 ensuring that all Authorised Persons who access the Platform through your account or internet connection are aware of the terms of the Agreement and comply with them;
3.1.4 maintaining the security and confidentiality of your account credentials, and ensuring that the Authorised Users do the same;
3.1.5 promptly notifying us of any unauthorised access to your account or other security breaches;
3.1.6 ensuring that all information provided to us during account registration or at any other time is accurate, current, and complete; and
3.1.7 updating your information promptly if any changes occur.
3.2 You must not:
3.2.1 share your account credentials with any other person other than an Authorised Person;
3.2.2 allow multiple persons to access the Platform through a single account, unless explicitly permitted under Your Subscription;
3.2.3 access another person's account without permission; or
3.2.4 sell, transfer, or sublicense your account to any other person.
3.3 By using the Platform, you represent and warrant that:
3.3.1 you are at least 18 years of age;
3.3.2 you have the legal capacity to agree to these Terms and enter into the Agreement;
3.3.3 if you are using the Platform on behalf of a company, organisation, or other legal entity, you have the authority to bind that entity to these Terms and the Agreement; and
3.3.4 you are not entering into the Agreement as a consumer within the meaning of the Consumer Rights Act 2015.
3.4 If you do not meet all of the requirements set out in Clause 3.3, you must not purchase a Subscription or access or use the Platform.
3.5 Your right to use the Platform and the Services is conditional at all times on your compliance with your obligations under these Terms and the Agreement. Failure to comply with those obligations may lead to the immediate termination of Your Subscription in accordance with Clause 16.
4. Image release templates and usage rights
4.1. Your Subscription provides you with access to a range of image release templates via the Platform. These image release and associated templates (the Templates) may include: model releases; location releases for buildings, locations, and spaces; property releases; artwork releases; minor model releases for photographed subjects under the age of 18; and such other image release templates as we may make available to paying subscribers from time to time.
4.2. All our Templates are provided by us subject to the following conditions:
4.2.1 our Templates are provided for information and self-help purposes only. They do not constitute legal advice from qualified lawyers, and may not be relied upon as such;
4.2.2 our Templates are provided on an “as is” basis and are reasonably fit for use by you as a starting point for you to adapt and prepare your finalised image releases and associated documents for signature;
4.2.3 if you are in any doubt as to whether the Templates are suitable for your specific requirements and circumstances, or as to how to adapt them for your use, you must seek your own legal advice;
4.2.4 you should review the Templates carefully for suitability in your specific circumstances. We make no warranty as to the suitability of our Templates for your specific circumstances or needs or for any particular purpose;
4.2.5 whilst we may update the Templates from time to time to reflect changes in the law or industry practice, we are under no obligation to do so. We make no warranty that the Templates are legally correct, enforceable, current or up-to-date at the time you access or use those Templates;
4.2.6 you should adapt the Templates to meet your specific needs, and do so at your own risk. We make no representations regarding the legal effectiveness of any adapted Template and recommend seeking legal advice to ensure any adapted Templates meet your specific requirements.
4.3. The Templates constitute our intellectual property. During the term of Your Subscription, we grant you a non-exclusive, non-transferable licence to use the Templates for the purpose of creating, executing, managing and storing image releases in connection with your internal business purposes, and for no other purpose. This licence permits you to:
4.3.1 access Templates on the Platform;
4.3.2 customise and adapt Templates to suit your specific business requirements;
4.3.3 arrange execution of your customised image releases and related documents;
4.3.4 store and manage executed image releases and related documents on the Platform;
4.3.5 share executed releases with authorised parties though the Platform.
4.4 You may not:
4.4.1 resell, licence, sublicence, distribute, or otherwise share blank Templates with any third party;
4.4.2 claim any intellectual property rights in the Template contents, design or underlying legal language;
4.4.3 remove, modify or obscure any copyright notices, attributions or proprietary markings on the Templates;
4.4.4 use the Templates for any unlawful purpose or in any way that infringes our intellectual property rights in the Templates or the rights of any third party;
4.4.5 attempt to reverse engineer or otherwise extract the template structure or design for the purpose of creating competing products.
4.5 You retain all rights in completed image releases generated through the Platform, subject to our storage and processing rights under these Terms and the data protection rights of individuals referred to in or identifiable from their contents.
5. Electronic signature services
5.1 The Platform provides secure electronic signature capabilities that are designed to enable the valid execution of customised image releases and related documents (the Electronic Signature Service).
5.2 Our Electronic Signature Service is provided in accordance with the Electronic Identification and Trust Services for Electronic Transactions (Amendment) (EU Exit) Regulations 2018 (UK eIDAS Regulation), and on the following basis:
5.2.1 we do not authenticate users’ signatures or identities. This is the responsibility of you or the person that is arranging execution of any release on your behalf;
5.2.2 we do not collect certification or third party verification to validate electronic signatures, and where necessary this must be arranged independently by you or on your behalf;
5.2.3 you agree, and shall ensure that other signatories agree, that electronic signatures created through the Platform shall have the same legal effect as handwritten signatures and constitute an intention to be bound by the terms of the relevant executed image release or document;
5.2.4 you will not, and will use your best endeavours to ensure that other signatories will not, challenge the validity, enforceability or admissibility of any release or other document signed via the Platform solely because it was executed electronically.
5.3 Once all the required signatories have been completed via our Electronic Signature Service, the Platform will:
5.3.1 lock the executed document to prevent further modification;
5.3.2 generate a final executed version, including timestamped signatures, to be stored on the Platform in accordance with Clause 6 below;
5.3.3 provide electronic confirmation of signature to signatories.
6. Document storage and management
6.1 We provide secure cloud storage for all image releases and related documents created on or uploaded to the Platform by you or on your behalf (Your Content). Your Content is stored in ISO 27001 certified data centres and protected by industry-standard encryption both in transit and at rest.
6.2 We implement comprehensive security measures to protect Your Content, including security audits, continuous monitoring, and automated backup procedures. While we maintain robust security protocols, you acknowledge that no method of electronic storage is 100% secure. We recommend that you maintain your own backups of Your Content off-Platform, and we will not be liable for any failure by you to do so.
6.3 The Platform provides document management features that enable you to organise, access, and share Your Content. You may create folder structures, apply tags and implement access controls appropriate to your business needs.
6.4 You may grant access to Your Content to other users through the Platform's sharing features. Those users will be invited by you to set up a guest account on the Platform in order to download the relevant documents, and will be given 10 days in which to do so. After expiry of that period, you will need to send a further email invitation to grant access.
6.5 When sharing Your Content, you are responsible for ensuring that access is granted only to guest users and authorised individuals and that all sharing activities are in compliance with your Data Protection Legislation obligations.
6.6 Your Content will be retained on the Platform for the duration of Your Subscription. Upon termination of Your Subscription, you will have fourteen (14) days to download and export Your Content from the Platform. Following this period, we may archive or delete Your Content in accordance with our standard data retention policies.
6.7 You may delete Your Content from the Platform at any time. Deleted documents will be permanently removed from active storage, although backup copies may be retained by us for a limited period as required by law or for technical reasons. Upon request, we will provide confirmation of permanent deletion of Your Content.
6.8 We reserve the right to establish and modify our general practices and limits concerning document storage, management and deletion. We will provide you with reasonable notice of any material changes to these practices.
7. Our obligations
7.1 We shall provide the Platform in accordance with these Terms and shall provide the Services with reasonable skill and care.
7.2 We will, at our expense, use reasonable commercial endeavours to correct any non-conformance by us with our obligations under Clause 7.1 promptly. Such correction constitutes your sole and exclusive remedy for any breach of Clause 7.1.
7.3 We do not warrant that:
7.3.1 your use of the Platform will be uninterrupted or error-free;
7.3.2 the Platform, the Services or the Templates will meet your requirements;
7.3.3 the Platform will be free from vulnerabilities or viruses; or
7.3.4 the Platform will comply with any heightened cybersecurity requirements relating to security of network and information systems and security breach and incident reporting requirements, including but not limited to the Cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018).
7.4 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you and we acknowledge that the Platform and the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
7.5 We shall use reasonable commercial endeavours to maintain back ups of Your Content on the Platform in accordance with our back-up policy. In the event of any loss or damage to Your Content, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged content from the latest back-up of Your Content maintained by us. We shall not be responsible for any loss, destruction, alteration or disclosure of Your Content caused by any third party (except those third parties sub-contracted by us to perform services related to the maintenance and back-up of Your Content, for which we shall remain liable).
8. Charges and payment
8.1 You shall pay the annual subscription fees to us for Your Subscription to the Platform (the Subscription Fees). The Subscription Fees shall be the fees displayed on the Platform at the time you enter into the Subscription agreement with us, and are payable in advance via the Stripe payment gateway on the Platform.
8.2 When your purchase Your Subscription, you authorise us to charge you via Stripe for the Subscription Fees:
8.2.1 on the date you first purchase Your Subscription (the Effective Date), in advance, for the initial subscription term of one year (the Initial Subscription Period); and
8.2.2 provided Your Subscription has not been terminated, on each anniversary of the Effective Date, in advance, for each subsequent subscription renewal period of one year (each a Renewal Period).
8.3 If you request to add Authorised User(s) to Your Subscription, and we approve that request, you shall pay the relevant Subscription Fees for such additional Authorised User(s). If you request to add Authorised Users(s) part way through the Initial Subscription Period or any Renewal Period, the Subscription Fees for the additional Authorised User(s) shall be pro-rated for the remainder of the Initial Subscription Period or then current Renewal Period (as applicable).
8.4 If we have not received payment of the Subscription Fees in accordance with this Clause 8, and without prejudice to any other rights and remedies we may have:
8.4.1 we may suspend your account and access to the Platform and shall be under no obligation to provide any or all of the Services while the Subscription Fees remain unpaid; and
8.4.2 interest shall accrue on a daily basis on any unpaid Subscription Fees at an annual rate equal to 3% over the then current base lending rate of Barclays Bank in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
8.5 The Subscription Fees:
8.5.1 are payable in pounds sterling;
8.5.2 are non-cancellable and non-refundable;
8.5.3 are exclusive of value added tax, which shall be added to our invoice(s) at the appropriate rate.
8.6 We shall be entitled to increase the Subscription Fees at the start of each Renewal Period by advance written notice to you.
8.7 If, in the exercise of our sole discretion, we offer to you a referral discount in return for you referring new paid subscribers to the Platform, then this may reduce the Subscription Fees payable by you in the relevant Initial Subscription Period or Renewal Period. Any such offer will be subject to separate referral terms which will be advised to you in writing.
9. Confidential information
9.1 For the purpose of this Clause 9:
9.1.1 Confidential Information means all information (in any form) disclosed by either you or us to the other party in connection with the Platform or to the Agreement, including: business information, technical details, customer data, pricing, methodologies, know-how, trade secrets, and any information derived from such information; and
9.1.2 Representatives means a party's employees, officers, contractors, and advisers.
9.2 Confidential Information excludes information that:
9.2.1 is or becomes public knowledge through no fault of the receiving party;
9.2.2 was known to the receiving party before disclosure;
9.2.3 is received from a third party without breach of any obligation of confidentiality;
9.2.4 is independently developed by the receiving party without use of the disclosing party's Confidential Information; or
9.2.5 the parties agree in writing is not confidential.
9.3. You and we shall:
9.3.1 keep the other party's Confidential Information strictly confidential;
9.3.2 use Confidential Information solely for purposes related to the Agreement and Your Subscription;
9.3.3 not disclose Confidential Information except to Representatives who need to know it and are bound by confidentiality obligations no less restrictive than those in this clause.
9.4 You or we may disclose Confidential Information if required by law, regulation, or court order, provided that (where legally permitted) the disclosing party gives the other party reasonable advance notice to allow it to challenge or limit the disclosure.
9.5 Upon termination of Your Subscription, you and we shall either return or destroy all Confidential Information of the other party, except for copies required by law or regulation or stored in our automatic backup systems.
9.6 The obligations in this clause shall survive for a period of three years following termination of Your Subscription.
10. Data protection and privacy
10.1 In collecting, storing and processing personal data through the Platform, we comply with all applicable data protection laws and regulations, including but not limited to the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and the Privacy and Electronic Communications Regulations 2003 (as amended) (together the Data Protection Legislation). We maintain appropriate technical and organisational measures to ensure the security and confidentiality of all personal data collected, stored and processed through the Platform.
10.2 In relation to your account information and Platform usage data, we act as a data controller and process this information in accordance with our Privacy Notice.
10.3 When you use our Platform, we act as a data processor in relation to the personal data contained within Your Content, in order to provide you with the Services. We carry out our data processing activities in accordance with this Clause 10 and our Data Processing Addendum.
10.4 You remain the data controller for the personal data referred to in Clause 10.3, and are responsible for ensuring that you (or the person(s) who carry out the following activities on your behalf) have the appropriate legal bases for collecting, processing, sharing and transferring such personal data, including having all necessary consents and notices in place to allow for the lawful transfer of personal data to us for processing on the Platform and/ or the collection of personal data by us on your behalf via the Platform.
10.5 You are responsible for using the Platform, and managing the creation, execution, storage, access, deletion, back-ups and sharing or transfer of Your Content, at all times in accordance with your obligations under the Data Protection Legislation.
10.6 By accepting these Terms, you acknowledge and agree that the following provisions and our Data Processing Addendum constitute a data processing agreement between you and us for the purposes of the UK GDPR for the duration of Your Subscription and in relation to the personal data referred to in Clause 10.3. We will:
10.6.1 process that personal data only as necessary to provide the Services under the Agreement, or as requested by you, unless we are required to process that personal data otherwise by law;
10.6.2 ensure that persons authorised by us to process personal data are obliged to keep that personal data confidential;
10.6.3 ensure that we have in place appropriate technical and organisational measures to protect against the unauthorised or unlawful processing of personal data, appropriate to the harm that might result and the nature of the data to be protected;
10.6.4 assist you, insofar as this is possible and at your expense, in fulfilling your obligation to respond to requests for exercising data subjects' rights and your obligations under the Data Protection Legislation as regards security, breach notifications, impact assessments and consultations with regulators;
10.6.5 appoint subprocessors to provide the Platform and the Services, including the storage of Your Content, and may transfer personal data to sub-processors outside the UK for this purpose. We will ensure that there are appropriate safeguards in place in relation to the transfer, the data subject has enforceable rights and effective legal remedies, and the sub-processor has adequate protections in place for an personal data that is transferred equivalent to the protections contained in this clause;
10.6.6 notify you without undue delay on becoming aware of a personal data breach;
10.6.7 permit you to retrieve all personal data processed by us on your behalf at the end of Your Subscription in accordance with these Terms, and delete existing copies on your written request unless the law requires storage of the personal data;
10.6.8 maintain accurate records and information to demonstrate our compliance with this Clause 10.6.
11. Intellectual Property Rights
11.1 All intellectual property rights in the Platform, including but not limited to patents, trademarks, service marks, designs rights, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and email addresses, copyright, database rights, know-how, rights in designs and inventions, whether registered or unregistered, are owned by us or our licensors. This includes (but is not limited to) all intellectual property rights in:
11.1.1 the Platform's software code, architecture, and infrastructure;
11.1.2 the Platform's user interface design and visual elements;
11.1.3 the Templates;
11.1.4 the Platform's documentation and any guides or support materials;
11.1.5 our trademarks, logos, and brand assets;
11.1.6 the Platform's databases and data structures;
11.1.7 any and all improvements or modifications to any of the above.
11.2 Subject to your compliance with the terms of the Agreement and payment of the Subscription Fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable licence to:
11.2.1 access and use the Platform for your internal business purposes;
11.2.2 use our Templates to create and execute releases and associated documents; and
11.2.3 use the Platform to store, manage and share those executed releases and associated documents.
11.3 The licence referred to in Clause 11.2 is conditional upon your continued compliance with the terms of the Agreement and will terminate automatically upon termination of Your Subscription.
11.4 You shall not, and shall not permit any Authorised User or third party to:
11.4.1 copy, modify, duplicate, adapt, translate, or create derivative works from the Platform or any part of it in any form;
11.4.2 attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Platform;
11.4.3 remove, obscure, or alter any copyright, trademark, or other proprietary rights notices displayed in or along with the Platform;
11.4.4 rent, lease, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform to any third party, other than as a paid subscriber or registered guest user;
11.4.5 access or use the Platform to create a competing product or service;
11.4.6 use the Services or the Platform to provide similar services to third parties;
11.4.7 attempt to circumvent or disable any security or technological features of the Platform; or
11.4.8 access or use the Platform in a manner that exceeds your authorised access.
11.5 You shall retain all intellectual property rights in Your Content and in your trademarks, logos, and brand assets.
11.6 You grant us a worldwide, non-exclusive, royalty-free licence to use Your Content to:
11.6.1 store, process, display and share Your Content as necessary in order to provide the Platform and the Services to you;
11.6.2 create backup copies of Your Content for disaster recovery purposes; and
11.6.3 use Your Content if necessary to provide support and maintenance services.
11.7 The licence referred to in Clause 11.6 is limited to the purposes specified above and will terminate upon deletion of Your Content from the Platform and any backups or termination of Your Subscription, whichever occurs later.
11.8 You represent and warrant that:
11.8.1 You own or have obtained all necessary rights, licences, consents, and permissions to upload and use Your Content on the Platform;
11.8.2 Your Content does not infringe our intellectual property rights or the intellectual property rights or other rights of any third party;
11.8.3 Your Content complies with all applicable laws and regulations, including but not limited to the Data Protection Legislation and does not infringe the data protection rights or privacy rights of any person;
11.8.4 You have the right to grant the licence specified in Clause 11.6;
11.8.5 Your Content does not contain any viruses, malware, or harmful code.
12. Acceptable Use
12.1 You shall use the Platform only for lawful purposes and in accordance with the terms of the Agreement. You agree to use the Platform in compliance with all applicable laws and regulations, including but not limited to the Data Protection Legislation and privacy laws (including the laws relating to image rights) and intellectual property laws.
12.2 You shall take reasonable steps to maintain the security of your Platform access, including ensuring that you and your Authorised Users:
12.2.1 keep your account credentials confidential;
12.2.2 use strong passwords and change them regularly;
12.2.3 implement appropriate security measures within your organisation;
12.2.4 promptly notify us of any security breaches;
12.2.5 ensure your systems and software are free from viruses and malware;
12.3 You must only use the Platform and the Services in a manner which is consistent with our intellectual property rights and your obligations under Clause 11.
12.4 You must not (and must ensure that your Authorised Users do not):
12.4.1 gain unauthorised access to the Platform or related systems;
12.4.2 disable, overload, or impair the proper working of the Platform;
12.4.3 circumvent any Platform limitations or security measures;
12.4.4 introduce any viruses, trojans, worms, or other harmful material;
12.4.5 use any automated tools or scripts to access the Platform;
12.4.6 conduct security scans or penetration testing without our prior written consent;
12.4.7 interfere with other users' access to the Platform;
12.4.8 monitor Platform availability or performance without authorisation.
12.5 When using the Platform or the Services, you shall not (and shall ensure that your Authorised Users do not) upload, create, or transmit any content that:
12.5.1 infringes any intellectual property rights;
12.5.2 is unlawful, harmful, threatening, defamatory, obscene, or harassing or racially or ethnically offensive;
12.5.3 facilitates or promotes illegal activities or contains illegal material;
12.5.4 contains personal data in violation of the Data Protection Legislation;
12.5.5 depicts sexually explicit images;
12.5.6 is discriminatory;
12.5.7 breaches any third party’s rights or privacy;
12.5.8 is otherwise illegal or causes damage or injury to any person or property; or
12.5.9 otherwise contravenes our Acceptable Use Policy.
13. Third party websites and providers
The Platform may enable you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites. If you choose to do so, you understand that you do so solely at its own risk. We make no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. We recommend that you refer to the third party's website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Platform.
14. Limitation of liability
14.1 We provide the Templates to you on the basis of, and your use of the Templates is conditional on your acceptance of, the terms set out in Clause 4.2. Our liability in respect of the Templates is limited in accordance with that clause and to the fullest extent permitted by law.
14.2 Except as expressly and specifically provided in these Terms:
14.2.1 you assume sole responsibility for results obtained by you from the use of the Platform and the Services. We shall have no liability for any damage caused by errors or omissions made by you when using the Platform or the Services;
14.2.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and
14.2.3 the Platform and the Services are provided to you on an "as is" basis.
14.3 Nothing in these Terms excludes our liability:
14.3.1 for death or personal injury caused by our negligence; or
14.3.2 for fraud or fraudulent misrepresentation.
14.4 Subject only to Clause 14.3, we shall have no liability for any:
14.4.1 loss of profits;
14.4.2 loss of business;
14.4.3 wasted expenditure;
14.4.4 depletion of goodwill and/or similar losses;
14.4.5 loss or corruption of data or information, or
14.4.6 special, indirect or consequential loss, costs, damages, charges or expenses.
14.5 We shall have no liability in relation to any releases or associated documents created on your behalf by guest users whom you have invited to the Platform, or in relation to those users’ activities as regards the execution, sharing or management of those documents on your behalf. It is your responsibility to put in place the correct contractual arrangements, consents and permissions to cover the services provided to you by those guest users, and any claim by you in relation to those activities shall be brought against them and not us.
14.6 Our aggregate liability to you shall not exceed the total Subscription Fees paid by you in Initial Subscription period or the Renewal Period (as the case may be) in which the relevant breach occurred.
14.7 Any claim by you against us must be made within twelve (12) months of the event giving rise to such claim. Claims made after this period shall be time-barred.
14.8 References to liability in this Clause 14 include every kind of liability arising under or in connection with the Agreement, including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
14.9 Nothing in the Agreement excludes your liability for any breach, infringement or misappropriation of our intellectual property rights.
15. Indemnity
15.1 You agree to defend, indemnify, and hold harmless us and our licensors (where applicable) from and against any claims, actions, proceedings, losses, damages, expenses and costs (including reasonable legal costs and fees) arising out of or relating to:
15.1.1 your use of the Platform or Services;
15.1.2 your breach of the Agreement;
15.1.3 Your Content (including any claim that such content infringes, misappropriates, or violates any intellectual property, data protection rights, privacy, publicity, image rights or other right of any person or entity);
15.1.4 any activity carried out by an Authorised User or third party on your behalf, including but not limited to a guest user invited to create, manage, arrange execution of or share Your Content;
15.1.5 any breach by you of our Acceptable Use Policy;
15.1.6 your violation of any other applicable laws, regulations, or third-party rights;
15.1.7 any claim brought against us by a third party as a result of your actions or omissions, or those of any party acting on your behalf in relation to Your Content;
15.1.8 your negligence or willful misconduct; or
15.1.9 any misrepresentation made by you.
16. Term and termination
16.1 Your Subscription and the Agreement shall commence on the Effective Date and shall continue for the Initial Subscription Period and shall be automatically renewed for successive Renewal Periods, unless it is terminated in accordance with this Clause 16.
16.2 You may terminate Your Subscription in the ‘Your Account’ section of the Platform, in which case Your Subscription and the Agreement shall terminate upon the expiry of the applicable Initial Subscription Period or Renewal Period.
16.3 We may terminate Your Subscription without cause, by giving you not less than 60 days’ written notice to the email address you have provided, in which case Your Subscription and the Agreement shall terminate upon the expiry of the applicable Initial Subscription Period or Renewal Period.
16.4 We may terminate Your Subscription and the Agreement if we cease to provide the Platform and the Services to users. In this case, we will refund to you a pro-rated sum in respect of the Subscription Fees for the remainder of the applicable Initial Subscription Period or Renewal Period.
16.5 You or we may terminate the Agreement immediately by written notice, if the other party:
16.5.1 fails to pay any amount due within 14 days of written payment demand;
16.5.2 commits a material breach of the Agreement and fails to remedy it within 30 days of written notice;
16.5.3 becomes insolvent, enters into administration, liquidation or any arrangement with creditors, has a receiver appointed over any assets, or experiences any analogous event in any jurisdiction; or
16.5.4 ceases or threatens to cease carrying on business;
16.6 Upon termination of the Agreement:
16.6.1 subject only to Clause 16.6.4, your access to the Platform and the Services shall cease;
16.6.2 all licences granted under these Terms shall immediately terminate;
16.6.3 you shall return or destroy all property and materials belonging to us;
16.6.4 provided you have paid all Subscription Fees, you will have fourteen (14) days to export Your Content from the Platform. Following this period, we may archive or delete Your Content in accordance with our standard data retention policies; and
16.6.5 all your and our accrued rights and liabilities shall survive termination.
17. Force Majeure
We shall not be in breach of the Agreement or otherwise liable for any delay or failure in the performance of our obligations for so long as and to the extent that such delay or failure results from events, circumstances or causes beyond our reasonable control.
18. Variation
We reserve the right to amend these Terms from time to time. Material changes will be notified to you at least thirty (30) days before they take effect, via email to your registered email. Minor or insubstantial changes may be made at any time and will take effect when posted on the Platform. Your continued use of the Platform following any change constitutes acceptance of the amended Terms. These Terms were last updated on 14 January 2025.
19. Waiver
19.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
19.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy does not waive that or any other right or remedy, nor does it prevent or restrict the further exercise of that or any other right or remedy.
20. Severance
If any provision or part-provision of these Terms or the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms or the Agreement.
21. Entire agreement
21.1 The Agreement constitutes the entire agreement between you and us and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between you and us, whether written or oral, relating to its subject matter.
21.2 You acknowledge that in entering into the Agreement you do not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or in the Agreement.
21.3 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Agreement.
21.4 Nothing in this clause shall limit or exclude any liability for fraud.
22. Assignment
22.1 You shall not, without our prior written consent, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Agreement.
22.2 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Agreement.
23. No partnership or agency
Nothing in these Terms or in the Agreement is intended to or shall operate to create a partnership between you and us, or authorise either party to act as agent for the other, and neither you nor we shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
24. Third party rights
These Terms and the Agreement do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce their terms.
25. Contacting Us
Our company details
Company name: ImageRelease Ltd
Registered Office: 1 Fisher Lane, Bingham, Nottingham, England, NG13 8BQ
Company Registration Number: 16166644
Customer support and technical enquiries:
Email: help@imagerelease.uk
Hours of operation: 8.30 a.m. - 5.30 p.m. (UK time)
Legal notices under the Agreement and formal communications:
Email: legal@imagerelease.uk
The above contact details may not be used for the service of any proceedings or other documents in a legal action or other method of dispute resolution.
26. Governing law
The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and interpreted in accordance with the law of England and Wales.
27. Jurisdiction
You and we irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).