Last update: December 1st 2014
Thanks for using ITgallery’s products and services (“Services”).
You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing a document that references them, or by using the Services.
If you will be using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.
1. FEES AND PAYMENTS
1.1. Fees for Services. You agree to pay to ITgallery any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
1.2. Subscriptions. Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by our email firstname.lastname@example.org. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
1.3. Taxes. Unless otherwise stated, you are responsible for any taxes (other than ITgallery’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay ITgallery for the Services without any reduction for Taxes. If ITgallery is obliged to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide ITgallery with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged. ITgallery will not charge you VAT if you provide us with a VAT number issued by a taxing authority in the European Union, are purchasing the Services from ITgallery Europe for business reasons, and are located in a different European Union member state from ITgallery Europe. If you are required by law to withhold any Taxes from your payments to ITgallery, you must provide ITgallery with an official tax receipt or other appropriate documentation to support such payments.
1.4. Price Changes. ITgallery may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. ITgallery will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
1.5. Overage Fees. Unless otherwise stated, any overage fees incurred by you will be billed in arrears on a monthly basis. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.
2.2. Confidentiality. ITgallery will treat your Content as confidential information and only use and disclose it in accordance with these Terms (including our privacy policies). However, your Content is not regarded as confidential information if such Content: (a) is or becomes public (other than through breach of these Terms by ITgallery); (b) was lawfully known to ITgallery before receiving it from you; (c) is received by ITgallery from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by ITgallery without reference to your Content.
3. YOUR CONTENT
3.1. You Retain Ownership of Your Content. You retain ownership of all of your intellectual property rights in your Content. ITgallery does not claim ownership over any of your Content. These Terms do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the Services, and as otherwise described in these Terms.
3.2. Limited License to Your Content. You grant ITgallery a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise exploit your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by ITgallery’s privacy policies. This license for such limited purposes continues even after you stop using our Services, though you may have the ability to delete your Content in relation to certain Services such that ITgallery no longer has access to it. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide ITgallery with feedback about the Services, we may use your feedback without any obligation to you.
4. ITgallery IP (INTELECTUAL PROPERTY)
4.1. ITgallery IP. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services (other than your Content). These Terms do not grant you any right to use ITgallery’s trademarks or other brand elements.
5. USER CONTENT
5.1. User Content. The Services display content provided by others that is not owned by ITgallery. Such content is the sole responsibility of the entity that makes it available. Correspondingly, you are responsible for your own Content and you must ensure that you have all the rights and permissions needed to use that Content in connection with the Services. ITgalleryis not responsible for any actions you take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless you have first obtained the permission of its owner, or are otherwise authorized by law to do so.
5.2. Content Review. You acknowledge that, in order to ensure compliance with legal obligations, ITgallerymay be required to review certain content submitted to the Services to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, ITgallery otherwise has no obligation to monitor or review any content submitted to the Services.
6. ACCOUNT MANAGEMENT
6.1. Keep Your Password Secure. If you have been issued an account by ITgallery in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not ITgallery, are responsible for any activity occurring in your account (other than activity that ITgallery is directly responsible for which is not performed in accordance with the Customer’s instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify ITgallery immediately. Accounts may not be shared and may only be used by one individual per account.
6.2. Keep Your Details Accurate. ITgallery occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.
6.3. Remember to Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, ITgallery will not be liable for any failure to store, or for loss or corruption of, your Content.
7. USER REQUIREMENTS
7.1. Legal Status. If you are an individual, you may only use the Service if you have the power to form a contract with ITgallery. None of the Services are intended for use by individuals less than 13 years old. If you are under 13 years old or do not have the power to form a contract with ITgallery, you may not use the Services. We recommend that parents and guardians directly supervise any use of the Services by minors. If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation and that you have duly authorized your agent to bind you to these Terms.
7.2. Embargoes. You may only use the Services if you are not barred under any applicable laws from doing so.
8. ACCEPTABLE USES
8.1. Legal Compliance. You must use the Services in compliance with, and only as permitted by, applicable law.
8.2. Your Responsibilities. You are responsible for your conduct, Content, and communications with others while using the Services. You must comply with the following requirements when using the Services:
- (a) You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
- (b) You may not circumvent or attempt to circumvent any limitations that ITgallery imposes on your account (such as by opening up a new account to conduct a survey that we have closed for a Terms violation).
- (c) Unless authorized by ITgallery in writing, you may not probe, scan, or test the vulnerability of any ITgallery system or network.
- (d) Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
- (e) You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
- (f) You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. ITgallery will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to ITgallery.
- (g) You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
9. SUSPENSION AND TERMINATION OF SERVICES
9.1. By You. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use in that billing cycle unless you are terminating the Agreement for our breach and have so notified us in writing, or unless a refund is required by law.
9.2. By ITgallery. ITgallery may limit, suspend, or stop providing the Services to you if you fail to comply with these Terms (such as a failure to pay fees when due), or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. ITgallery may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we suspend or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Content from that Service. However, there may be time sensitive situations where ITgallery may decide that we need to take immediate action without notice. ITgallery has no obligation to retain your Content upon termination of the applicable Service.
9.3. Further Measures. If ITgallery stops providing the Services to you because you repeatedly or egregiously breach these Terms, ITgallery may take measures to prevent the further use of the Services by you, including blocking your IP address.
10. CHANGES AND UPDATES
10.1. Changes to Terms. ITgallery may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. Any changes will be posted to the location at which those terms appear. ITgallery may also provide notification of changes on its blog or via email. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require ITgallery to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service, because by continuing to use the Services you indicate your agreement to be bound by the updated terms.
10.2. Changes to Services. ITgallery constantly changes and improves the Services. ITgallery may add, alter, or remove functionality from a Service at any time without prior notice. ITgallerymay also limit, suspend, or discontinue a Service at its discretion. If ITgallery discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Content from that Service. ITgallery may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and if practicable under the circumstances.
11. DISCLAIMERS AND LIMITATIONS OF LIABILITY
11.1. Disclaimers. While it is in ITgallery’s interest to provide you with a great experience when using the Services (and we love to please our customers), there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS” AND ITGALLERY DOES NOT MAKE WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OR ANY REGARDING AVAILABILITY, RELIABILITY, OR ACCURACY OF THE SERVICES.
11.2. Exclusion of Certain Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ITGALLERY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS, AND WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ITGALLERYHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.3. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF EACH OF ITGALLERY, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THESE TERMS WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS PAID BY YOU TO ITGALLERY FOR USE OF THE SERVICES AT ISSUE DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
11.4. Consumers. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in these Terms limits any of those consumer rights.
11.5. Businesses. If you are a business, you will indemnify and hold harmless ITgallery and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your use of the Services or a breach of these Terms, to the extent that such liabilities, damages and costs were caused by you.
12. CONTRACTING ENTITY
12.1. Who you are contracting with. Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, ITgallery Solutions SLU (CIF B76238153)
12.2. ITgallery Solutions SLU. For any Service provided by ITgallery Solutions SLU., the following provisions will apply to any terms governing that Service:
- Contracting Entity. References to “ITgallery”, “we”, “us”, and “our” are references to ITgallery Solutions SLU., located at Calle Horno de cal 4, Portal B 2B, Las Palmas de Gran Canaria, España.
- Governing Law. Those terms are governed by the laws of Las Palmas de Gran Canaria courts (without regard to its conflict of laws provisions).
- Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of Las Palmas de Gran Canaria courts with respect to the subject matter of those terms.
13. OTHER TERMS
Assignment. You may not assign these Terms without ITgallery’s prior written consent, which may be withheld in ITgallery’s sole discretion. ITgallerymay assign these Terms at any time without notice to you.
Entire Agreement. These Terms (including the Additional Terms) constitute the entire agreement between you and ITgallery, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning its subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you do not apply to the Services, do not override or form a part of these Terms, and are void.
Independent Contractors. The relationship between you and ITgallery is that of independent contractors, and not legal partners, employees, or agents of each other.
Interpretation. The use of the terms “includes”, “including”, “such as”, and similar terms, will be deemed not to limit what else might be included.
No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
Third Party Beneficiaries. There are no third party beneficiaries to these Terms.