These Subscription Terms of Service (“Terms”) govern your use of Imazen LLC’s (“Imazen,” “we,” “us,” or “our”) software products, including but not limited to ImageResizer and Imageflow, and any related services (collectively, the “Services”). By accessing or using our Services, you agree to be bound by these Terms.
Imazen offers various license types, including but not limited to site-wide, per-server, and redistribution licenses. The specific rights and restrictions for each license type are outlined in the respective license agreements, which are incorporated by reference into these Terms:
Both the Redistributor Agreement and the Per-Server agreement are add-ons to the Site-wide Subscription License; you cannot purchase the add-ons without also purchasing the Site-wide Subscription License.
All licenses are valid only during your active subscription term (“Subscription Term”). A subscription is considered inactive if it maintains a past-due balance for more than 14 days.
Licenses are non-transferable and cannot be assigned or sublicensed, except as expressly permitted within these Terms.
Imazen reserves the right to revoke your license without prior notice and without any obligation to provide a refund if:
Subscriptions are billed on a recurring basis (monthly or annually) until canceled. You must cancel before the end of your billing cycle to avoid being charged for the next period.
Credit card and ACH payments are processed through third-party services such as Chargebee and Stripe. We may also accept payment by bank transfer on yearly plans. We do not accept payment by paper check.
We reserve the right to refuse any payment method at our sole discretion.
Payments are due by the date specified on the invoice.
Any amounts not received by the due date may accrue interest at a rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, from the due date until paid. Additionally, a late fee of $50 will be assessed for each overdue invoice, or the maximum fee permitted by law, whichever is less.
Imazen reserves the right to suspend access to licensed software and services if payments are more than 15 days overdue. Imazen is not liable for any damages or losses incurred as a result of suspension.
You agree to reimburse Imazen for any costs incurred in collecting delinquent payments, including reasonable attorney fees.
Certain arrangements or requests may incur additional fees. Please refer to Section 24 for details on special arrangements and associated fees.
You may cancel or modify your subscription at any time by logging into your account portal at account.imazen.io or by contacting support at least 3 business days before the end of your billing cycle.
Early cancellation is not subject to a refund, unless required by law. When changing between different subscription types, any difference in price may be prorated at our discretion, and a credit may be issued toward future payments at our discretion.
Discounts may be offered based on factors such as organization size in terms of revenue and employee count (including all parent companies and their subsidiaries), non-profit status, or other criteria. Eligibility for discounts is subject to verification and may require documentation.
If your organization utilizes a discount, an authorized representative must contact sales@imazen.io and certify that the organization qualifies for the discount and provide the basis for the discount.
You may be required to provide proof of eligibility, such as company size, non-profit status, or revenue documentation. Failure to provide adequate documentation upon request may result in the removal of discounts.
By subscribing, you agree to be billed retroactively for the full amount due based on your actual eligibility status if you provide fraudulent information to obtain a discount you are not eligible for. Additionally, a 50% penalty on underpaid amounts may be applied at our discretion.
Imazen reserves the right to modify or discontinue any discounts at its sole discretion.
You are granted a non-exclusive, non-transferable license to use the Services during the Subscription Term, subject to the terms applicable to your specific license type.
You shall not:
You may modify the Services and prepare derivative works, subject to the terms of your license agreement.
Redistribution is permitted only under the terms specified in your license agreement and may require adherence to additional conditions, such as:
Imazen offers various support plans for its Services, which provide different levels of support and service level agreements (“SLAs”). The available support plans include:
Support services are available only if you have an active subscription and your account is not in arrears. Support benefits commence upon receipt of payment and are not available until payment clears, regardless of other billing terms.
Support incidents may be used as specified in your support plan. Procedures for opening incidents are outlined below. Failure to follow these procedures may result in delays in support response and waives any and all remedies for support response times.
Standard support incidents are opened via email and may later involve phone support. To initiate a standard support incident:
/imageflow.debug. This may only be available from localhost. Save and attach this file. If your project will not run, this is not required.To initiate an emergency support incident:
Email support@imazen.io with the following information:
/imageflow.debug. This may only be available from localhost. Copy and paste this page into your email.Call the emergency number provided to you with your support plan. If you are unable to connect:
Imazen will use commercially reasonable efforts to meet the response times and service levels specified in your support plan. Response times are relative to the receipt of a properly submitted support request as outlined in Section 7.3.
If Imazen fails to meet the maximum emergency response time specified in your support plan, you may be entitled to a refund for the current month’s support plan fees, subject to the terms outlined in Section 7.6.
All rights, title, and interest in and to the Services, including all intellectual property rights, remain with Imazen and its licensors.
By submitting any feedback or contributions to Imazen, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate your feedback or contributions into the Services.
“Confidential Information” means any non-public information disclosed by Imazen that is designated as confidential or that a reasonable person should understand to be confidential.
You agree to maintain the confidentiality of Imazen’s Confidential Information and not to use it except as necessary to perform your obligations under these Terms.
Your use of the Services is also governed by our Imazen Subscription Privacy Policy, which explains how we collect, use, and protect your information. By using the Services, you consent to the practices described in the Privacy Policy.
By purchasing a subscription, you automatically opt-in to receive notices of important version releases, announcements, and security notices. You may opt-out at any time using the unsubscribe link included in each email.
You may not opt out of receiving communication related to your subscription, such as renewal notices, billing statements, and support-related communications.
Imazen reserves the right to list you as a client or user of the Services and use your logo for promotional purposes, unless you opt out by notifying us at support@imazen.io. By opting out, you may lose eligibility for certain discounts.
These Terms do not grant you any rights to use Imazen’s trade names, trademarks, service marks, logos, domain names, or other brand features.
Imazen reserves the right to list you as a client or user of the software and use your logo for promotional purposes. You may opt out of this for a fee as specified in Section 24.3(c).
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” IMAZEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
IN NO EVENT SHALL IMAZEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES ARISING FROM:
IMAZEN’S TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO IMAZEN IN THE PAST TWELVE (12) MONTHS.
You agree to indemnify, defend, and hold harmless Imazen and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees, arising out of or in any way connected with:
Imazen reserves the right to modify these Terms at any time. We will provide notice of significant changes by posting the updated Terms on our website or through other reasonable means. Your continued use of the Services after the effective date of the updated Terms constitutes your acceptance of the changes.
These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, United States, without regard to its conflict of law principles. Any disputes arising from these Terms shall be resolved exclusively in the state or federal courts located in Colorado.
If any provision of these Terms is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
The failure of Imazen to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
You may not assign or transfer any rights or obligations under these Terms without Imazen’s prior written consent. Imazen may assign these Terms without restriction to the extent permitted by law.
These Terms, along with the Subscription Privacy Policy and any additional agreements you may enter into with Imazen, constitute the entire agreement between you and Imazen regarding the Services.
Imazen shall not be liable for any failure to perform its obligations under these Terms due to events beyond its reasonable control, including but not limited to natural disasters, acts of government, pandemics, or civil unrest.
If you have any questions or concerns about these Terms, please contact us at:
Email: support@imazen.io
Mailing Address: Imazen LLC
2093 PHILADELPHIA PIKE #1555
CLAYMONT, DE 19703
Resellers and intermediaries must self-disclose and are subject to a “Reseller Admin Charge” of $800 USD per year. This charge does not apply to development agencies. Size-based discounts are not available through resellers.
The following services are provided at no additional charge:
a) Vendor-Specific Requirements: Customers requiring Imazen to complete vendor forms, use customer-specific portals or software, or agree to customer-specific billing/ordering terms will be subject to an $800 USD per year surcharge. These customers are not eligible for size-based discounts.
b) Custom Legal Terms: Customers requesting custom license or subscription terms that require consultation with Imazen’s legal team will be charged based on the time required for legal revision and review. These customers are not eligible for size-based discounts.
c) Promotional Opt-Out: Customers may opt out of allowing Imazen to use their name or logo in promotional materials for a fee of $300 USD per year.
Imazen reserves the right to modify these fees at any time. Any changes will be communicated to affected customers and will take effect at the start of the next billing cycle.
By using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms.