TERMS OF USE METAHUMAN POWERED BY IMGX INC

Last modified July 26, 2024

BINDING CONTRACTUAL TERMS

By using the metahumans hosted on IMGX INC websites (the “Website”), including all Content (as defined below) available through the Website, or by accessing any associated content such as email feeds or other related services provided by IMGX (collectively the “Service”), the person or entity downloading or using the Service (“You”) signify (a) that You have read and understood these Terms of Use (“TOU”) (which include the Privacy Policy); and (b) that these TOU have the same force and effect as a signed agreement. The Service is provided by IMGX Inc., a company registered in Delaware, (“IMGX” or “We”). IMGX has a principal place of business at 301 Congress Ave, Austin, TX, US, 78701.

By accessing and using the Service, you acknowledge and agree that you may interact with metahumans created by IMGX. These interactions are conducted through a web browser and are facilitated by Generative Artificial Intelligence. Please note that while some interactions may contain hallucinations , others may not. Certain interactions are provided free of charge, and additional enhancements to your experience may be available through in-service purchases offered by IMGX. By utilizing the Service, you consent to these terms and conditions governing your interactions and purchases.

You affirm that You are more than 13 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, warranties, and indemnification set forth in these TOU, and to abide by and comply with these TOU. In addition, You affirm that You have not been previously suspended or removed from the Service.

ATTENTION: PLEASE READ THESE TOU, OUR  PRIVACY POLICY , AND OUR COMMUNITY GUIDELINES CAREFULLY BEFORE USING THE SERVICE. DOWNLOADING OR ACCESSING ANY PART OF THE SERVICE INDICATES THAT YOU ACCEPT AND AGREE TO BE BOUND BY THE TOU AND CONSENT TO THE PRIVACY POLICY IN FULL. IF YOU DO NOT ACCEPT THESE TOU AND PRIVACY POLICY, DO NOT USE THE WEBSITE.

We reserve the right to modify or discontinue the Service (or any portion of the Service), temporarily or permanently, with or without notice to You, and are not obligated to support or update the Service. YOU AGREE THAT IMGX WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY IN THE EVENT THAT WE EXERCISE OUR RIGHT TO MODIFY OR DISCONTINUE THE SERVICE (OR ANY PORTION OF THE SERVICE). Unless explicitly stated otherwise, any new features that augment or enhance the current Service will be subject to these TOU.

We may change these TOU at any time. Please review the TOU each time You visit the Service. BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THE MOST RECENT VERSION OF THE TOU. If we materially change these TOU, we will let You know by showing them to You again  on the website  when You access the Service. We will update this page to reflect any changes to the TOU

These TOU include a disclaimer of warranties, a disclaimer of liability, as well as a release and indemnification by You, and a class action waiver in Sections provided under this document. Please review those sections (and all of the other terms) carefully.

PRIVACY POLICY

Our Privacy Policy describes the information IMGX collects when You and others use the Service. It also describes how IMGX uses and shares any personal information You share with it. Our Privacy Policy is part of these TOU. By agreeing to these TOU, You are also consenting to our collection, use, and sharing of Your personal information in accordance with our Privacy Policy.

Links to and From the service

The Service may contain links to third party websites and online services (such as apps and social media sites) that are not owned or controlled by IMGX. IMGX has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or online services, and You access and use these websites or online services solely at Your own risk. These links are provided for Your reference and convenience only, and do not necessarily imply any endorsement, sponsorship or recommendation of the material on these third-party websites or online services or any association with their operators. In addition, IMGX will not and cannot control or edit the content of any third-party website or online service. BY USING THE SERVICE, YOU EXPRESSLY RELEASE IMGX, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, AND SUPPLIERS (COLLECTIVELY “THE IMGX PARTIES”), FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRD-PARTY WEBSITE OR ONLINE SERVICE AND FROM ANY LOSS OR DAMAGE OF ANY SORT YOU MAY INCUR FROM DEALING WITH ANY THIRD PARTY. Accordingly, we encourage You to be aware when You leave the Service and to read the terms and conditions of use for each other website or online service that You visit.

Except as You have otherwise agreed with IMGX in writing, You may link to the Website from Your website, subject to the following: (1) You may not frame the Website or any portion of the Website; (2) You will not override or hinder the functionality of an end-user’s Web browser’s “back” function; (3) the link must be identified using a plain text rendering of the IMGX name and not any IMGX logo; (4) You may not use any IMGX logos in any way; (5) You may not use the link in any way that suggests that IMGX is associated with or endorses You or Your website; (6) the link may not appear on any website that a reasonable person may consider obscene, defamatory, harassing, offensive or malicious, and may not be presented in any way that disparages IMGX or damages its rights, reputation, or goodwill; and (7) We may terminate Your right to link to the Website at any time for any reason or no reason.

Restrictions on Use of the Service

In Your use of the Service, You will comply with IMGX’s Community Guidelines. In Your use of the Service, You will not:

• use the Service for any purpose other than for using the features we intentionally make available to You;
• copy, download or distribute any part of the Service in any form or medium without the prior written authorization of IMGX;
• alter, modify or make derivative works from any part of the Service without the prior written authorization of IMGX;
• resell or attempt to license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party, all or any part of the rights granted to You under these TOU, the Service or any Content, in whole or in part;
• modify, copy, distribute, download, scrape, use to train software or artificial intelligence, or transmit in any form or by any means any Content from the Service through or in connection with the Service.
• provide false personal information or create an account for anyone other than Yourself without permission;
• create another account without our permission, if we have disabled Your account;
• share Your password, let anyone else access Your account, or do anything else that might jeopardize the security of Your account;
• assign or transfer Your account or login information to anyone;
• use web crawlers, web robots, web scutters, ants, automatic indexers, bots, worms, and other such devices in connection with the Service; provided, however, that general purpose Internet search engines and non-commercial public archives that use tools to gather information for the sole purpose of displaying hyperlinks to the Service are granted a limited exception from the foregoing exclusion, provided that they do so from a stable IP address or range of IP addresses using an easily-identifiable agent;
• post, transmit or submit any confidential (including social security or alternate national identity numbers, non-public phone numbers or non-public email addresses), false, misleading, unlawful, infringing, threatening, abusive, harassing, libelous, defamatory, discriminatory, obscene, inflammatory, scandalous, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate the law;
• upload, download, post, email or otherwise transmit any material that may infringe copyright, patent, trademark, trade secret, or other intellectual property or proprietary rights of any party;
• use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use of the Service;
• obtain or attempt to obtain any content through any means not intentionally made available or provided for through the Service;
• facilitate gambling, gaming, raffles, lotteries, sweepstakes, and/or any other activity featuring the award of a prize;
• impersonate or misrepresent any person or entity or Your affiliation with someone else;
• collect personal information of other users;
• harvest information about users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications;
• remove, modify, disable, block, obscure or otherwise impair any advertising in connection with the Service;
• solicit other users to join, become members of, or contribute money to any online service or organization other than IMGX;
• post or transmit any worms, viruses, Trojans, or other harmful, disruptive, or destructive files, code, or programs to the Service;
• upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• stalk, bully, or otherwise harass any person or entity; or
• harm minors in any way.

IMGX will fully cooperate with any law enforcement authorities or court order requesting or directing IMGX to disclose the identity of anyone violating these TOU.

IMGX believes in children’s online safety and does not wish to receive information regarding children under 18 years old. Therefore, You may not post or submit any personal information of a child under 18 years old or information sufficient to locate such a child on or through the Service. If You are under 13 years of age, then please do not attempt to submit any information to or use the Service.

INTELLECTUAL PROPERTY

Everything You see, hear, or otherwise experience on the Service, including but not limited to the graphics, videos, audio recordings, text, software, photographs, scripts, software screens, design elements, artwork, templates, layout designs, interactive features and the like, the concepts and ideas underlying the Service, and all statistical, analytical, and other data captured by or through the Service (collectively, “Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to IMGX, subject to copyright and other intellectual property rights under United States, Panama and international laws and conventions. IMGX owns the copyright in the selection, coordination, arrangement and enhancement of the Content. Any unauthorized use of any materials on the Service or use of the Marks may violate copyright, trademark, and other laws. IMGX and the IMGX logo are trademarks of IMGX.

For Your personal use, You may view, copy, screenshot and print pages from the Service. Otherwise, the Service may not be copied, downloaded, modified, reproduced, distributed, published, performed, streamed, transmitted, broadcasted, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. IMGX reserves all rights not expressly granted in and to the Service, the Content, and the Marks. You agree not to use, copy, download, or distribute any of the Content other than as expressly permitted herein, including any use, copying, downloading, making derivative works from, or distribution of third parties obtained through the Service for any commercial purposes. You may not incorporate the Content  into, or stream or transmit the Content via any hardware or software application or make it available via frames or in-line links unless expressly permitted by IMGX in writing. You may not create, recreate, advertise or distribute an index of a significant portion of the Content unless authorized in writing by IMGX. You may not build a business using the Content, whether or not for profit. If You copy, screenshot, download, or print pages of the Content for personal use, You must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein, nor may You scrape or use any extraction methods to obtain any Content or data from the Service.

Advertisement/SPONSOR release

IMGX takes no responsibility for advertisements or any third-party material posted on or transmitted through the Service, nor does it take any responsibility for the products or services provided by advertisers or other Content on the Service (“Advertisers”). Any dealings You have with Advertisers found while using the Service are between You and the Advertiser, and You agree that IMGX is not liable for any loss or claim that You may have against an Advertiser.

YOU AGREE THAT YOU BEAR ALL RISK AND YOU AGREE TO RELEASE THE IMGX PARTIES, FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, NOW AND IN THE FUTURE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE SERVICE AND YOUR TRANSACTIONS WITH PROS, ADVERTISERS, OR OTHER THIRD PARTIES. YOU FURTHER WAIVE ANY AND ALL RIGHTS AND BENEFITS OTHERWISE CONFERRED BY ANY STATUTORY OR NON-STATUTORY LAW OF ANY JURISDICTION THAT WOULD PURPORT TO LIMIT THE SCOPE OF A RELEASE OR WAIVER. YOU WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS WHICH YOU HAVE OR MAY HAVE UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA OR ANY SIMILAR PROVISION OF THE STATUTORY OR NON-STATUTORY LAW OF ANY OTHER JURISDICTION (INCLUDING WITHOUT LIMITATION THE STATES OF MISSOURI, DELAWARE AND PENNSYLVANIA) TO THE FULL EXTENT THAT YOU MAY LAWFULLY WAIVE ALL SUCH RIGHTS AND BENEFITS.

Notice and Procedure for Making Claims of Intellectual Property Infringement

If You are an intellectual property owner or an agent thereof and believe that either (1) any Content on the Service or (2) any material or activity contained on an online location to which IMGX has referred or linked users, infringes upon Your intellectual property rights, You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) and 512(d) for further detail):

1. a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Service are covered by a single notification, a representative list of such works on the Service;
3. 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 (or in the case of referrals or links that are claimed to lead to infringing material or activity, identification of the reference or link that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate that reference or link);
4. information reasonably sufficient to permit us to contact You, such as an address, telephone number, and, if available, an email address;
5. a statement that You have 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; and
6. a statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notification pursuant to the DMCA should be submitted to:

Copyright Compliance 301 Congress Ave, Suite 2200, Austin, TX, 78702 Email: contact@imagine-x.co  ````````````

You acknowledge that if You fail to comply with all of the requirements of this section, Your DMCA notice may not be valid. Emails or notices sent to IMGX without a proper subject line, or for purposes other than communication about intellectual property claims, may not be acknowledged or responded to.

Trademarks and Celebrity Material

IMGX responds to complaints that Content infringes trademarks or celebrity material. Trademarks include logos, brand names, and trade dress, which is the distinctive visual appearance of a product or its packaging.

Please be aware that celebrities, and sometimes others, may have a "right of publicity," which means that they may have a right to control commercial uses of their name, image, likeness, and other aspects of their identity. Although You may be a fan, You risk infringing celebrity rights if You use a celebrity name or likeness on the Service and You do not have the celebrity's permission.

If You are a trademark owner or a celebrity and You believe Your rights have been infringed on the Service, please submit a notification of infringement to our agent listed in Section above.

To submit a notification, You be the trademark owner or celebrity or an authorized agent of the trademark owner or celebrity.

When submitting a notification of trademark or trade dress infringement, provide a copy of the relevant trademark or trade dress registration(s) from the U.S. Patent and Trademark Office. Please also provide the location on the Service where You believe the infringement is occurring.

Errors, Inaccuracies and Omissions

Occasionally there may be information on the Service that contains typographical errors, inaccuracies, visual artifacts, hallucinations or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information in the Service or on any related website is inaccurate at any time without prior notice (including after You have submitted Your registration).

WE UNDERTAKE NO OBLIGATION TO UPDATE, AMEND OR CLARIFY INFORMATION ON THE SERVICE OR ON ANY RELATED WEBSITE, INCLUDING WITHOUT LIMITATION, PRICING INFORMATION, EXCEPT AS REQUIRED BY LAW. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Servic\e or on any related website has been modified or updated.

Refund Policy

Before paying for the Service carefully review the financial terms and other policies and documents. We will not issue refunds of usage fees. You agree that You will not dispute or otherwise seek a "chargeback" from the company whose credit card You used to pay fees on the Service, except in the case of fraud. Should You do so, IMGX may, in its sole discretion, refuse to honor pending and future transactions or entries made from all credit card accounts or online accounts on which such chargebacks have been made and may prohibit all persons or businesses in whose name the credit card accounts exist and any person or business who accesses any associated online account or credit card or who otherwise breaches this provision from using the Service. A record of the financial transactions done through the service will be sent to your email.

WARRANTIES

You warrant and represent to IMGX as set out below:

The information You provide to IMGX in any registration or application screen, profile, email, postings, telephone call or through other means including all personal details, contact details, and all other data provided to IMGX is true in all respects, up-to-date and not misleading in any way.

You will keep the information referred to in paragraph (a) up to date.

You will not access the Service under false identity or pretext and will not use it to falsify Your or any other person's identity (however, this will not prevent You from using a nickname by which You are known provided the name is used lawfully and in good faith).

1. You have the permission of any individuals depicted in photographs, videos, or recordings that You submit to the Service to use their likeness and/or voice, as well as all other legal rights necessary to grant the license above to IMGX.

You will use the Service lawfully and in good faith.

You will keep Your log-in details and password secure and will not share such information with third parties.

DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE IMGX PARTIES,  GIVE NO WARRANTY AND MAKE NO REPRESENTATION IN RELATION TO THE SERVICE, THE CONTENT, AND ANY SERVICE, EVENT, OR AGREEMENT WITH AN ADVERTISER OR THIRD PARTY. THE IMGX PARTIES, EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW AND YOU WAIVE ANY REPRESENTATION OR WARRANTY ON THE PART OF THE IMGX PARTIES, RELATING TO THE SERVICE OR THE CONTENT, EXPRESS, IMPLIED, STATUTORY, AND OTHERWISE IN CONNECTION WITH THE SERVICE, ANY SOFTWARE LICENSED OR PROVIDED TO YOU BY THE IMGX PARTIES AND ANY AGREEMENT WITH A THIRD PARTY, THAT MAY BE IMPLIED BY THESE TOU, BY CUSTOM, OR BY LAW OR OTHERWISE AND WHICH IS NOT EXPRESSLY SET OUT HEREIN, INCLUDING ANY IMPLIED WARRANTIES OF AVAILABILITY OF THE SERVICE, NON-DISRUPTION, SECURITY, ACCURACY, THE USE OF REASONABLE CARE AND SKILL, QUALITY, MERCHANTABILITY, TITLE OR ENTITLEMENT, FITNESS FOR A PARTICULAR PURPOSE, ABILITY TO ACHIEVE A PARTICULAR RESULT OR FUNCTIONALITY, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, AND COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, THE IMGX PARTIES, DO NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE SERVICE OR ON ANY WEBSITES OR APPS LINKED TO THE SERVICE IS ACCURATE, COMPLETE OR CURRENT; THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR ERROR; THAT THE QUALITY, SAFETY OR LEGALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE OR AGREEMENTS YOU ENTER WITH THIRD PARTIES OR ADVERTISERS WILL MEET YOUR EXPECTATIONS; THAT THE SERVICE WILL OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY IMGX; THAT SERVICE ERRORS WILL BE CORRECTED; THAT THE SERVICE IS PCI COMPLIANT; OR THAT YOUR USE OF THE SERVICE FOR SMS MESSAGING, EMAIL OR OTHER NOTIFICATIONS DOES NOT VIOLATE LOCAL, STATE OR NATIONAL LAWS. THE IMGX PARTIES, ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION), RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (3) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION, CONTENT, AND INFORMATION STORED THEREIN, (4) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (5) BUGS, VIRUSES, TROJAN HORSES, DESTRUCTIVE COMPUTER CODES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (6) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.

INDEMNITY

YOU ACKNOWLEDGE THAT THE IMGX PARTIES, HAVE NO CONTROL OVER AND DO NOT GUARANTEE THE QUALITY, SAFETY, OR LEGALITY OF GOODS OR SERVICES PROVIDED BY THIRD PARTIES OR ADVERTISERS, THE TRUTH OR ACCURACY OF ANY THIRD PARTIES’ OR ADVERTISERS’ CONTENT OR LISTINGS, OR THE ABILITY OF A THIRD PARTY OR ADVERTISER TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION OR SERVICE. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE IMGX PARTIES, FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, DEMAND, DAMAGE, COST, LIABILITY, EXPENSE, AND ATTORNEY’S FEES ARISING TO ANY OF THE IMGX PARTIES, AS A RESULT OF ANY CLAIM, DEMAND OR PROCEEDINGS BROUGHT OR THREATENED AGAINST THE IMGX PARTIES, IN CONNECTION WITH (1) YOUR USE OF, ACCESS TO, OR MISUSE OF THE SERVICE; (2) YOUR BREACH OF ANY OF THESE TOU; (3) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; (5) ANY TRANSACTION YOU CONDUCT AS A RESULT OF THE CONTACT FACILITATED BY THE SERVICE; OR (6) ANY ACTIVITY RELATED TO YOUR  MOBILE ACCOUNT, OR OTHER INTERNET ACCOUNT, OR USING YOUR TELEPHONE NUMBER, EMAIL ADDRESS, AND/OR PASSWORD BY YOU OR ANY OTHER PERSON ACCESSING THE SERVICE USING YOUR ACCOUNT, LOGIN INFORMATION, MOBILE ACCOUNT, OR OTHER INTERNET ACCOUNT, TELEPHONE NUMBER, EMAIL ADDRESS AND/OR PASSWORD.

IF THE IMGX PARTIES, DO TAKE ANY LEGAL ACTION AGAINST YOU AS A RESULT OF YOUR VIOLATION OF THESE TOU, THE IMGX PARTIES, WILL BE ENTITLED TO RECOVER FROM YOU, AND YOU AGREE TO PAY, ALL REASONABLE ATTORNEYS’ FEES AND COSTS OF SUCH ACTION, IN ADDITION TO ANY OTHER RELIEF GRANTED TO THE IMGX PARTIES.

YOU AGREE AND CONSENT TO RECEIVE TEXT MESSAGE NOTIFICATIONS, EMAILS, OR OTHER NOTIFICATIONS THAT ARE SENT VIA THE SERVICE. TO THE EXTENT YOU SEND A MESSAGE GOVERNED BY THE TELEPHONE CONSUMER PROTECTION ACT OR THE CAN-SPAM ACT THROUGH THE SERVICE, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE IMGX PARTIES FROM AND AGAINST ANY CLAIM, LOSS, OBLIGATION, DEMAND, DAMAGE, COST, LIABILITY, EXPENSES, AND ATTORNEY’S FEES ARISING AS A RESULT OF ANY CLAIM, DEMAND OR PROCEEDINGS BROUGHT OR THREATENED AGAINST THE IMGX PARTIES IN CONNECTION WITH YOUR FAILURE TO OBTAIN PROPER CUSTOMER OR POTENTIAL CUSTOMER CONSENT TO INPUTTING PERSONAL INFORMATION INTO THE SERVICE OR SENDING TEXT MESSAGE NOTIFICATIONS, EMAILS, OR OTHER NOTIFICATIONS THAT ARE SENT VIA THE SERVICE, INCLUDING BUT NOT LIMITED TO, CLAIMS ARISING UNDER THE TELEPHONE CONSUMER PROTECTION ACT AND THE CAN-SPAM ACT.

LIMITATIONS ON LIABILITY

IN NO EVENT SHALL THE IMGX PARTIES,  BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM THE SERVICE OR THIRD PARTY PRODUCTS OR SERVICES, UNDER THESE TOU OR IN CONNECTION WITH THEIR PERFORMANCE OR BREACH, OR IN CONNECTION WITH ANY WARRANTIES HEREUNDER, OR IN CONNECTION WITH THE SERVICE, INCLUDING FOR THEIR NEGLIGENCE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING ANY LOSS OF PROFITS OR SAVINGS OR ANTICIPATED PROFITS OR SAVINGS, LOSS OF DATA, LOSS OF OPPORTUNITY, LOSS OR REPUTATION, GOODWILL OR BUSINESS, EVEN IF THE IMGX PARTIES, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

THE IMGX PARTIES, WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY OR LOSS THAT YOU MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM: (1) ANY SUSPENSION OR DISRUPTION OF THE SERVICE, INCLUDING WHERE SUCH SUSPENSION OR DISRUPTION RESULTS FROM THE IMGX PARTIES’ NEGLIGENCE, (2) ANY ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (3) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (4) UNAUTHORIZED ACCESS TO OR USE OF IMGX’S SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (5) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (6) INADEQUATE OR FAULTY HARDWARE OPERATING THE SERVICE; (7) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, (8) DISCLOSURE OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF YOUR INFORMATION OR CONTENT, (9) STATEMENTS OR CONDUCT OF ANY USERS, ADVERTISERS OR OTHER THIRD PARTIES THROUGH THE SERVICE; AND 10) ERRORS OR OMISSIONS IN ANY CONTENT. ANY BREACH OF THESE TOU BY IMGX OR THE FAILURE OF IMGX TO PROVIDE ANY SERVICE UNDER THESE TOU, (11) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT, YOUR BUSINESS TRANSACTIONS OR OTHER INTERACTIONS WITH ANY ADVERTISERS, WHEREIN SUCH CONTENT OR ADVERTISEMENT IS POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT IMGX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

THE IMGX PARTIES  WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITY OR LOSS THAT YOU OR ANY OTHER PERSON MAY INCUR, OR FOR ANY OTHER UNDESIRABLE CONSEQUENCES, RESULTING FROM YOUR BREACH OF YOUR WARRANTIES OR OTHER OBLIGATIONS UNDER THESE TOU INCLUDING, WITHOUT LIMITATION, THE OBLIGATION TO AVOID SHARING YOUR EMAIL OR LOG-IN DETAILS WITH ANY OTHER PERSON.

THE IMGX PARTIES’ MAXIMUM AGGREGATE LIABILITY FOR ANY SINGLE EVENT (OR A SERIES OF RELATED EVENTS) GIVING RISE TO A CLAIM IN CONNECTION WITH THESE TOU OR IN RELATION TO THE SERVICE, EITHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, MISREPRESENTATION OR NEGLIGENCE WILL BE LIMITED TO THE TOTAL SUM PAID BY YOU TO IMGX IN THE IMMEDIATELY PRECEEDING SIX MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT GIVING RISE TO A CLAIM.

BY ACCESSING THE SERVICE, 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 UNDERSTAND, 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."

Any claims relating to use of the Service must be bought within three (3) months from the date the cause of action arose. Claims brought after such period are VOID. The Service is controlled and offered by IMGX from its facilities in the Panama. Those who access or use the Service do so at their own volition and are responsible for compliance with local and all other applicable laws, restrictions, and regulations.

A party will not be in breach of these TOU, nor liable for any failure or delay in performance of any of its obligations under these TOU where such failure or delay arises from or is attributable to acts, events, omissions or accidents beyond its reasonable control including an act of God, fire, flood, earthquake, windstorm or other natural disaster, explosion or accidental damage, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, breaking off of diplomatic relations or similar actions, terrorist attack, civil war, civil commotion or riots, shortage of raw materials or supplies, industrial action or strike, power outages, or electronic or communication network breakdowns (“Force Majeure Events”). In the event of a Force Majeure Event affecting the provision of the Service by IMGX, IMGX will use reasonable efforts to notify users through the Service or through its website or by email communication.

Basis of the Bargain

YOU ACKNOWLEDGE AND AGREE THAT IMGX HAS OFFERED ITS SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TOU IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE IMGX PARTIES, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND IMGX. HIMGX WOULD NOT BE ABLE TO PROVIDE THE SERVICE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

Equitable Relief

If You violate these TOU, We may seek injunctive relief or other equitable relief.

ASSIGNMENT

The TOU, and any rights and licenses granted hereunder, may be transferred or assigned by You only with IMGX’s prior written consent, but may be assigned by IMGX without restriction and without notice to You.

Class action WAIVER

ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL LEGAL ACTION. YOUR ACCESS AND CONTINUED USE OF THE SERVICE SIGNIFIES YOUR EXPLICIT CONSENT TO THIS WAIVER.

Subpoena Fees

If IMGX has to provide information in response to a subpoena related to Your account, then we may charge You for our costs. These costs may include attorney and employee time spent retrieving records, preparing documents, and participating in a deposition.

EXPORT CONTROL

Software and the transmission of applicable technical data, if any, in connection with the Service may be subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States and the country in which You reside.

GENERAL

These TOU constitute the entire agreement between the parties and supersede all other agreements, statements, and other arrangements between the parties in relation to the subject matter hereof. If any provision of these TOU is held by a court or other tribunal of competent jurisdiction, to be invalid, void, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these TOU, so that these TOU shall remain in full force and effect. Each party acknowledges that it has not relied on or been induced to enter these TOU by a representation other than those expressly set out in these TOU.

IMGX and You do not intend to confer, and these TOU will not be construed as conferring, any right, remedy, obligation or liability of any kind on any person other than IMGX, You, and each party’s successors and assigns. No modification, alteration or waiver of any of the provisions of these TOU will be effective unless in writing and signed on behalf of each of the parties. No waiver of any of these TOU shall be deemed a further or continuing waiver of such term or any other term, and IMGX’s failure to assert any right or provision under these TOU shall not constitute a waiver of such right or provision. You agree that the Service shall be deemed solely based in Panama and the Service shall be deemed a passive Service that does not give rise to personal jurisdiction over the IMGX Parties in jurisdictions other than Panama. These TOU are governed by United States and Panama law.