The terms and conditions governing your use of the data, content, products, filters, presets, actions and other services (collectively, the “Services”) provided by FilterGrade LLC (“FilterGrade”) as part of the platform, website, and other software and image processing applications and functionalities through which the Services are accessed (collectively, the “Site”) are set forth in these Terms and Conditions of Use (“T&Cs”). Please read these T&Cs carefully before you use the Services or the Site. By using the Services or accessing the Site, you (“you”, “yourself” or “your” as appropriate) agree to be bound by the terms and conditions of these T&Cs, and any terms incorporated by reference herein. If you do not agree to the terms of these T&Cs, you must immediately cease using the Site and the Services.
FilterGrade may update or change these T&Cs from time to time without notice. Such changes will be effective on the date that such modified T&Cs are posted on the Site, which is located at https://filtergrade.com/terms/. USE OF THE SITE OR SERVICES AFTER SUCH CHANGES HAVE TAKEN EFFECT CONSTITUTES ACCEPTANCE OF ALL CHANGES.
Please also note that if FilterGrade determines at any time that you have abused or violated any of the terms of these T&Cs, FilterGrade reserves the right to terminate your access to the Site and Services immediately and without notice.
User Name, Password, and Security
You are responsible for maintaining the confidentiality of your user name and password, and you are solely responsible for all activities that occur under your user name and password. You agree to immediately notify FilterGrade of any unauthorized use of your user name and password or any other breach of security related to the Site. FILTERGRADE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR USERNAME AND/OR PASSWORD, OR TO OTHERWISE COMPLY WITH THIS SECTION.
The Services and the Site are available only to individuals or entities who can form legally binding contracts under applicable law as well as individuals who are employees and affiliates of entities that have entered into a subscription or service agreement with FilterGrade. Without limiting the foregoing, the Services and the Site are not available to children under the age of 13. If you do not qualify, you may not use the Services nor the Site unless verifiable consent is given by a parent or guardian. Please contact us directly at: email@example.com to obtain our standard consent form for minors.
In order to ensure that FilterGrade is able to provide high quality services that are responsive to customer needs, FilterGrade employees and representatives may need to access your accounts and records on a case by case basis to investigate complaints or other allegations or abuse. FilterGrade shall not disclose the existence or occurrence of such an investigation unless required by law.
The Site does not store credit card data. Any credit card data is submitted through an encrypted interface and passes through to the FilterGrade payment processor.
In addition, any contact information solicited on the Site is not shared with third parties except in relation to FilterGrade.
Links to Third-Party Sites
Some of the links on the Site may allow you to leave the Site. Third-party sites to which the Site may link to are not in any way under FilterGrade’s control, and FilterGrade DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, CONTENT, COMMUNICATIONS, SERVICES, GOODS OR OTHER MATERIALS AVAILABLE ON SUCH THIRD PARTY SITES OR FOR ANY CHANGES OR UPDATES TO SUCH SITES. Absent express language to the contrary, FilterGrade does not intend links contained on the Site to be referrals to, or endorsements of, any third party site or the entities that operate them, and such links are provided for convenience only.
THE SITE, ALL THIRD PARTY LINKED SITES, AND ALL SERVICES, CONTENT AND MATERIALS PROVIDED IN THE SITE, ARE PROVIDED TO YOU ON AN “AS IS, WITH ALL FAULTS” BASIS, AND YOUR USE OF SUCH SITES, SERVICES, CONTENT AND MATERIALS IS AT YOUR OWN RISK. NEITHER FILTERGRADE NOR ANY OF ITS AFFILIATES, PARTNERS, AGENTS, OR LICENSORS, MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT OR NON-INFRINGEMENT, OR ANY WARRANTY ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. NEITHER FILTERGRADE NOR ANY OF ITS AFFILIATES, PARTNERS, AGENTS, OR LICENSORS, MAKES ANY REPRESENTATION OR WARRANTY THAT YOUR ACCESS TO AND USE OF THE SITE WILL BE (1) UNINTERRUPTED OR ERROR-FREE, (2) FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS, (3) SECURE, OR (4) AVAILABLE AT ANY TIME OR FROM ANY LOCATION. YOU FURTHER UNDERSTAND AND AGREE THAT FILTERGRADE DOES NOT ASSUME ANY RESPONSIBILITY FOR YOUR ILLEGAL, UNAUTHORIZED, OR IMPROPER USE OF INFORMATION TRANSMITTED, MONITORED, STORED OR RECEIVED USING THE SITE OR THE SERVICES. NEITHER FILTERGRADE NOR ANY OF ITS AFFILIATES, PARTNERS, AGENTS, OR LICENSORS, MAKES ANY WARRANTY OR REPRESENTATION REGARDING (1) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE SITE, (2) ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR THE SITE, OR (3) THAT ANY DEFECTS IN THE SITE WILL BE CORRECTED. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SERVICES OR SITE. Some jurisdictions do not permit the exclusion or limitation of implied warranties. Therefore, only if required by applicable law, some or all of the exclusions or limitations above may not apply to you.
Limitation of Liability – General
IN NO EVENT WILL FILTERGRADE, ANY OF ITS PARTNERS, PROVIDERS, AFFILIATES, INCLUDING THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR REPRESENTATIVES (COLLECTIVELY THE “COVERED PARTIES”), BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, RELIANCE, COMPENSATORY, OR PUNITIVE DAMAGES OR DAMAGES RESULTING FROM LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION OR OTHER DAMAGES ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, THE SERVICES AVAILABLE ON THE SITE, ANY WEBSITES LINKED TO THE SITE, OR THE MATERIALS AND INFORMATION CONTAINED AT THE SITE. THE FOREGOING LIMITATIONS OF LIABILITY CONSTITUTE A FUNDAMENTAL BASIS OF THESE T&CS AND FILTERGRADE WOULD NOT HAVE PERMITTED YOU TO USE THE SITE OR THE SERVICES ABSENT SUCH LIMITATIONS. Some jurisdictions do not permit the exclusion or limitation of liability. Therefore, only if required by applicable law, some or all of the exclusions or limitations above may not apply to you.
Limitation of Liability and other Damages
You hereby waive, release and forever discharge FilterGrade and all of its content providers, their officers, employees, directors, members, shareholders, representatives, agents, insurers and their assigns (the “Released Parties”) from any and all claims you may have arising out of your use of the Site and the Services. You covenant and agree not to sue any of the Released Parties for any such claims. In consideration of accessing and using the Site and the Services, you hereby waive, release and forever discharge the Released Parties from any and all claims, liabilities of every kind, demands, damages (including direct, indirect, incidental, special and/or consequential), losses (economic and non-economic), and causes of action, of any kind or nature, which you have or may have in the future (including court costs, attorneys’ fees and litigation expenses), that may arise out of, result from, or relate to your use of the Site and the Services (“Claims”). You understand and acknowledge that these Claims include, but are not limited to, causes of action for negligence, and property damage or theft.
You understand and agree that the foregoing waiver, release and discharge applies even if the Claims are caused by the negligent acts, omissions, or carelessness of any of the Released Parties. You understand that this waiver, release and discharge operates for yourself as well as on behalf of your heirs, next of kin and any legal or personal representatives, executors, administrators, successors and assigns, or anyone else who might claim or sue on your behalf.
You hereby agree to indemnify, defend and hold harmless the Released Parties from any and all expenses incurred and claims made that relate to your breach of this Agreement. You hereby agree to indemnify, defend and hold harmless the Released Parties from any and all expenses incurred and all claims made by yourself or others (including but not limited to court costs, attorneys’ fees and litigation expenses) that arise out of or result directly or indirectly from your breach or failure to abide by any part of this Agreement, and/or any of your actions or inactions which cause injury or damage to any other person or property as well as any claim arising from or relating to (i) your use of the Services and/or the Site, (ii) any content you post, email, transmit, or relay either to FilterGrade or by use of the Services or the Site, (iii) your violation of the T&Cs, or (iv) your alleged infringement of any intellectual property or other right of any person or entity. You understand that this covenant to indemnify, defend and hold harmless operates for yourself as well as on behalf of your heirs, next of kin and any legal or personal representatives, executors, administrators, successors and assigns, or anyone else who might claim or sue on your behalf.
As a user of the Services or the Site, you agree to use the Services and the Site only for lawful purposes. Use of the Services or the Site for transmission, distribution, retrieval or storage of any information, data, or other material in violation of any applicable law or regulation is prohibited. You also agree not to use the Services or the Site to:
- Use or transmit any material protected by copyright, trademark, trade secret, patent, or other intellectual property right without proper authorization;
- Threaten, harass, defame, embarrass or distress any other person or group;
- Distribute computer viruses, worms, or any software intended to damage or alter a computer system without the owner’s consent;
- Use “auto-responders” or other similar mechanisms that generate excessive network traffic;
- Post or send any unlawful, harmful, defamatory, libelous, pornographic, obscene, vulgar or otherwise objectionable material;
- Post, send or relay any unsolicited advertising;
- Post or send any chain letters or pyramid schemes;
- Post or send any fraudulent or misleading offers of products, items, loans, or other services;
- Post any misleading, inaccurate or fraudulent information;
- Post any junk emails;
- Post unsolicited messages;
- Harvest or otherwise collect information about others, including email addresses, without their consent;
- Create a false identity or forged email address or header or otherwise attempt to mislead others as to the identity of the sender or the origin of the message; or
- Attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Site through login password mining or any other means.
You acknowledge and agree that the Service, any FilterGrade software or other functionalities used in connection with the Service and the Site contain proprietary and confidential information that is protected by applicable intellectual property and other laws (the “Proprietary Material”). FilterGrade grants you a personal, non-transferable, non-exclusive license to use the Proprietary Material solely for the purpose of using the action, filter or preset you purchase through the Site; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Proprietary Material. You agree not to modify the Proprietary Material in any manner or form, or to use modified versions of the Proprietary Material. You agree not to access the Service by any means other than through the interface that is provided by FilterGrade. This license is for one copy only (one seat, or usage at any one time) of the action, filter or preset, installed on up to two of your computers. Upon purchasing an action, filter or a preset, pursuant to these T&Cs, you have the right to create an unlimited number of end products, being edited photos, designs or other visuals (“End Products”), and you may market and sell such End Products to any number of individuals or entities. No right to re-distribute any actions, filters or presets, or of any of the stock photos or Proprietary Materials of FilterGrade shall be deemed to be a part of the license granted hereunder hereunder nor may the actions, filters or presets acquired from FilterGrade be incorporated as a separable element of an End Product. You may not share the actions, filters or presets with any third parties, as this license is personal to you.
Trademarks. The trademarks appearing on the Site, including those of FilterGrade are the property of their respective owners. FilterGrade’s trademarks may be used only with the express written permission of FilterGrade. The design and layout of the Site, and all other Websites owned, operated, licensed, or controlled by FilterGrade or its subsidiaries, if any, are protected as trade dress and may not be copied or imitated in whole or in part. No logo, graphic, sound, image, or animation from the Site may be copied or retransmitted unless expressly permitted by FilterGrade. Other product and company names mentioned on the Site may be the trademarks of their respective owners.
Copyright. All materials on the Site are copyrighted and are protected under state and federal law, as well as international treaties and the copyright laws of other countries. Except as expressly provided in the subscription or service agreement governing your use of the Services, FilterGrade’s materials and those licensed to FilterGrade may not be reproduced, copied, distributed, adapted, displayed, edited, published, transmitted, or downloaded in any way without FilterGrade’s express written permission. All rights not expressly granted herein are reserved by FilterGrade.
General. You may install and use the Site on your devices, including through the creation of bookmarks and shortcuts. You may not however create a publicly accessible link to the Site without our prior written approval. All rights not expressly granted in this Agreement are reserved to FilterGrade. No other rights or licenses, whether express or implied, are conveyed or intended by this Agreement. You further agree that upon uploading any material or other content in any form or media to the Site, you grant FilterGrade a license to use such content in accordance with the terms of that certain Partner License to FilterGrade Addendum attached hereto at Exhibit A.
Changes to Site and Services
FilterGrade reserves the right to change, suspend or discontinue any aspect of the Services or the Site at any time, including the availability of any of the Site features, delivery services, databases or content. FilterGrade may also impose limits on features or restrict access to parts of the Site.
Applicable Laws; Venue
Both you and FilterGrade agree that the statutes and laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws principles thereof, will govern all matters relating in any way to these T&Cs or to your use of the Site or the Services, regardless of the actual location when you access the Site or use the Services or the principles of conflict of laws. FilterGrade makes no representation that materials on the Site are appropriate or available for use in other locations, or the consequences of accessing them from territories where their contents are illegal or prohibited. Those who choose to access the Site from outside the Commonwealth of Massachusetts do so on their own initiative and are responsible for compliance with local laws.
This Agreement is personal to you, and you may not assign your rights or obligations to any third party.
Any action arising out of these T&Cs shall be brought in the state or federal courts located in Suffolk County, Massachusetts.
If any provision(s) of the T&Cs is found to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. FilterGrade’s failure to exercise or enforce any right or provision of the T&Cs shall not constitute a waiver of such right or provision. The T&Cs constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of the T&Cs will be effective only if unambiguously made in writing and signed by FilterGrade.
FilterGrade may terminate the Services and access to this Site at any time without notice in its sole discretion. Such termination of access shall not however terminate the effectiveness of these T&Cs, which shall remain effect until FilterGrade determines otherwise in its sole discretion.
PARTNER LICENSE TO FILTERGRADE
- This Partner License to FilterGrade Addendum (the “Partner License Agreement”) governs all data, content, products, filters, actions and other material that you may upload onto the Site from time to time (the “Materials”, and the uploading User, the “Licensing User”). By submitting Materials to the Site, Licensing User agrees to be bound by the terms of this Partner License Agreement.
- For so long as FilterGrade operates and maintains the Site and the Services, Licensing User hereby grants FilterGrade a non-exclusive, worldwide, assignable license to use the Materials that Licensing User may upload onto the Site, such license shall include the right to market, display and sell the Materials as part of the actions, filters and presets business that FilterGrade operates through the Site, as well as all promotion and marketing rights to the Materials, including incorporating the Material into other photography, video and recorded clips for promotional purposes.
- The fees paid for the license rights set forth herein shall be established in writing by FilterGrade and the Licensing User, and may be amended from time to time. Any then-current written agreement governing licensing fees shall be deemed to be a part if this Partner License Agreement and incorporated herein.
- Neither FilterGrade nor the Licensing User will seek to register any trademarks, copyrights or other intellectual property of the other in any country in the world.
- Other than the license granted herein, Licensing User shall retain and own all right, title and interest and all intellectual property rights (including but not limited to copyrights, trade secrets, trademarks and patent rights) in and to the Materials and all copies, variations and developments thereof.
- Licensing User warrants that Licensing User is the sole owner of the Materials and that no third party will claim ownership of or any right to all or any part of the Materials that may restrict or otherwise impede the rights granted to FilterGrade herein. Licensing User further expressly warrants to FilterGrade that the license rights granted to Licensee hereunder have not been granted to and will not conflict with any rights granted to or vested in any third party other than Licensing User and that the performance of the terms hereof will not result in any claim against FilterGrade that the Licensing User is in violation of any third party right in and to the Materials. Licensing User shall seek all registration and other Federal and state protections that FilterGrade may reasonably request to protect its interests in and to the Materials used in the context of the Site in the event that the Materials are not protected under Federal and state law at any time.
- Licensing User, at its own expense, will defend, indemnify or at its sole option, settle, any action brought by a third party against FilterGrade or its officers, directors, employees or agents arising out of a breach by Licensing User of its representations, warranties or agreements hereunder relating to the Materials. In the event any third party asserts any interest in and to the Materials, Licensing User will promptly notify FilterGrade thereof in writing and will use all diligent efforts to obtain FilterGrade’s right to use the Materials.
- IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR ANY PENALTIES UNDER ANY CAUSE OF ACTION OR THEORY OF LIABILITY.
2. TERMINATION; INDPENDENT CONTRACTOR.
- Either the Licensing User or FilterGrade may terminate these T&Cs upon written notice if the other party fails to cure a material breach within thirty (30) days notice thereof. Termination of these T&Cs shall terminate all licenses granted herein. The indemnification and representations and warranties provisions set forth herein shall survive any such termination.
- Each party agrees and acknowledges that in its performance of its obligations under these T&Cs it is an independent contractor of the other party, and is solely responsible for its own activities. Neither party shall have any authority to make commitments or enter into contracts on behalf of, bind or otherwise obligate the other party in any manner whatsoever except as expressly stated in these T&Cs. No joint venture or partnership is intended to be formed by these T&Cs.
These terms were last modified on July 24, 2017. For questions or concerns please contact us.