Imazen Per-Server Subscription License v1.0

Imazen SaaS Subscription License v1.0

This document has not yet been finalized. Please contact support@imazen.io for details.

Summary

Each SaaS server license covers 4 logical processors, up to 16 cores OR a maximum of 50,000 serverless function invocations.

CanCannotMust
✓ Commercial Use✗ Hold LiableInclude Copyright(s)
✓ Private Use✗ Use TrademarkInclude License(s)
✓ Use Patent Claims✗ Resell usage (see [Per-server][server] license)State Changes
✓ Place Warranty✗ Publish software that both competes with pre-existing Imazen software and uses Imazen software internally.Include Notice(s)
✓ Modify✗ Redistribute in OEM/turnkey/packaged softwarePreserve upgradeability and expandability of the software
✓ Redistribute (as part of custom bespoke software)
✓ Sublicense (if compatible with [redistribution license terms][proclient])

1. Introduction

This SaaS Subscription License Agreement (“Agreement”) is an add-on to the Site-wide Subscription License (“Site-wide License”) between Imazen LLC (“Imazen,” “we,” “us,” or “our”) and you (“Licensee,” “you,” or “your”). By purchasing and using the SaaS Subscription License (“SaaS License”), you agree to be bound by the terms of this Agreement, in addition to the terms of the Site-wide License and the Subscription Terms of Service.


2. Definitions

  • Software” refers to Imazen’s software products, including but not limited to ImageResizer and Imageflow, as defined in the Site-wide License.
  • Services” means the Software-as-a-Service (SaaS) offerings you provide to your end-users that incorporate the Software.
  • End-users” refer to your customers who access and use your Services.
  • Concurrent Cores” means the number of logical CPU cores actively running instances of the Software at any given time.

3. Grant of License

Subject to the terms and conditions of this Agreement, Imazen grants you a non-exclusive, non-transferable, worldwide license to use the Software to provide Services to your End-users during the Subscription Term, subject to the limitations specified herein.


4. License Scope and Restrictions

4.1 Usage Limits

The SaaS License allows you to use the Software on servers up to the number of Concurrent Cores specified in your subscription plan. Each unit of the SaaS add-on covers up to 4 logical processors or 16 cores, or a maximum of 50,000 serverless function invocations per month.

4.2 Additional Cores and Scaling

If you exceed the number of Concurrent Cores covered by your SaaS License, you must purchase additional units of the SaaS add-on to cover the additional usage. It is your responsibility to monitor and ensure compliance with your licensed capacity.

4.3 Permitted Use

  • You may use the Software to provide Services to your End-users.
  • You may integrate the Software with your Services and make it accessible to End-users via a network.

4.4 Prohibited Use

  • You shall not permit End-users to access the Software directly, except through your Services.
  • You shall not redistribute, sublicense, or otherwise make the Software available to third parties except as part of your Services.
  • You shall not use the Software to develop a competing product or service.

5. Compliance with Site-wide License

Except as modified by this Agreement, all terms and conditions of the Site-wide Subscription License apply to your use of the Software under this SaaS License.


6. End-user Terms

You are responsible for ensuring that your End-users comply with terms that are consistent with this Agreement and that protect Imazen’s rights in the Software. You shall include in your terms of service with End-users provisions that:

  • Prohibit decompiling, disassembling, or reverse engineering the Software.
  • Disclaim Imazen’s liability and warranties to the maximum extent permitted by law.

7. Updates and Support

7.1 Updates

You are entitled to updates and new releases of the Software as provided under your subscription plan.

7.2 Support

Support services are available as specified in your support plan. Refer to the Support Services section in the Subscription Terms of Service.


8. Reporting and Monitoring

You agree to monitor your usage of the Software to ensure compliance with the licensed capacity. Upon request, you shall provide Imazen with reports detailing your usage, including the number of servers, cores, and function invocations.


9. Term and Termination

9.1 Term

This Agreement is effective during the Subscription Term of your SaaS License add-on.

9.2 Termination

Imazen may terminate this Agreement if you breach any term of this Agreement or the Site-wide License. Upon termination, you must cease all use of the Software for SaaS purposes and uninstall it from your systems.


10. License Revocation

Imazen reserves the right to revoke your SaaS License without prior notice and without any obligation to provide a refund if:

  1. The terms of this Agreement are violated.
  2. Imazen determines that the intention of the license has been violated.
  3. Imazen determines that the rights granted have been exercised for harmful purposes.
  4. Your account balance remains past due for more than 14 days.

11. Disclaimer of Warranties and Limitation of Liability

The disclaimers and limitations of liability set forth in the Subscription Terms of Service apply fully to this Agreement.


12. Indemnification

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:

  • Your access to or use of the Software in providing Services to End-users.
  • Your violation of this Agreement.
  • Your infringement of any intellectual property or other rights of any person or entity.

13. Governing Law and Jurisdiction

This Agreement 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 this Agreement shall be resolved exclusively in the state or federal courts located in Colorado.


14. Entire Agreement

This Agreement, together with the Site-wide License and the Subscription Terms of Service, constitutes the entire agreement between you and Imazen regarding the subject matter and supersedes all prior agreements.


15. Modifications to Agreement

Imazen reserves the right to modify this Agreement at any time. Changes will be communicated as specified in the Modifications to Terms section of the Subscription Terms of Service.


16. Contact Information

For any questions regarding this Agreement, please contact:

Email: support@imazen.io
Mailing Address:

Imazen LLC
2093 Philadelphia Pike #1555
Claymont, DE 19703


By purchasing and using the SaaS Subscription License, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement.