Last updated - 12 October 2019
Update in Indemnity and Limitations of Liability clauses
This website, ImageKit.io, (hereinafter referred to as "ImageKit") is owned, hosted and operated by ImageKit Private Limited (hereinafter referred to as “IMPL”), a company incorporated in India under the Companies Act, 2013 and having its registered office at 1201, Lords CGHS, Plot -7 Sector-19B, Dwarka, New Delhi- 110075. This page explains the terms by which you may use our online services, website or any other feature extended by us in connection with the facilities provided by us (collectively the "Services").
By your use of this website, you confirm your acceptance and it would be accepted as would a written agreement with your signature
IMPL is a private limited company which was incorporated on 25 October 2016. IMPL offers service(s) through its URL imagekit.io.
The following may be construed as the Services provided by ImageKit.io
Optimization - ImageKit.io acts as a service provider between the User and its image origin by optimising the images based on different parameters.
Transformation - ImageKit.io acts as a service provider between the User and its image origins by carrying out the function of transformation like cropping, resizing, rotating, changing the aspect ratio
Storage - ImageKit.io acts as a service provider by enabling its User to store its images with ImageKit.io instead of directly uploading such images on its website or application or any other third party storage.
Delivery - Imagekit.io acts as a service provider by delivering the images of the User through its own network or a third-party’s delivery network
Furthermore, ImageKit.io has a dynamic approach and continuously thrives to provide additional services to satisfy its Users. Therefore any change in its Services shall be accordingly notified to the User by ImageKit.io. The services may be free-of-charge or subject to additional fees and may be governed by additional or different terms of service.
Furthermore, ImageKit has a dynamic approach and continuously thrives to evolve new or additional features to satisfy its Users, therefore any change in its Services shall be accordingly notified to the Users by ImageKit.
You acknowledge and agree that you are solely responsible for your own photographs or images posted on, transmitted through, or linked from the Service and the consequences of posting, transmitting, linking or publishing it.
ImageKit does not endorse any Content or any opinion, statement, recommendation, or advice expressed therein, and ImageKit expressly disclaims any and all liability in connection with user Content. ImageKit does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and ImageKit may, at its sole discretion, remove any infringing Content if properly notified in accordance with applicable law that such Content infringes on another's intellectual property rights. ImageKit reserves the right to remove any Content without prior notice. ImageKit may also terminate a user's access to the Website, if they are determined to be a repeat infringer or found to be indulging in any act contrary to these Terms. A repeat infringer is a user who has been notified of infringing activity more than twice and/or has had a user submission removed from the Website more than twice. Further, at its sole discretion, ImageKit reserves the right to decide whether any Content is appropriate and complies with these Terms.
IMPL offers services to you through their Website once you have registered with ImageKit by providing ImageKit with the requisite information such as- Name, email address, Company name, Company’s address, phone number etc. (collectively, the "Account Information").
You acknowledge that you are solely responsible for maintaining the confidentiality of the Account Information that you have provided to ImageKit. You agree to immediately notify ImageKit of any unauthorized use of your account by a third party and you acknowledge that ImageKit will not be liable for any direct or indirect damage caused to you as a result of such unauthorized use of Account Information or Guest Information by a third party.
When you use the Website you agree that you are involved in the transmission of sensitive and personal information including but not limited to Account Information (collectively "SPI") which falls within the ambit of the Information Technology (Reasonable Security practices and procedures and sensitive personal data or information) Rules, 2011. You consent to receiving communications from ImageKit on a periodic basis vide these SPI transmitted by you to ImageKit. ImageKit agrees to take all necessary steps to secure and maintain the confidentiality of the SPI that you have transmitted in consonance with the Information Technology (Reasonable Security practices and procedures and sensitive personal data or information) Rules, 2011.
However, you acknowledge that ImageKit will not be liable for any disclosure of your SPI as a result of an error in transmission or unauthorized actions of third parties.
The usage is monitored by ImageKit.io through its computer resources or systems. The usage can be accessed by a User by logging into the dashboard provided by Imagekit.io. The calculation bases of ImageKit.io may be subject to changes as per the discretion of IMPL.
However, ImageKit disclaims itself of all liabilities incurring due to contraventions of any laws or rules of such foreign jurisdictions by such Users. The User’s information is valuable and forms part of its Personal or Unique Information therefore ImageKit shall value the same by keeping it confidential.
ImageKit charges its Users for its Services on monthly basis. The invoice regarding the usage of services by a User for a month shall be raised in the following month within the first week from the beginning of the following month. The User is required to pay the amount raised in the invoice within 15 days from the date the invoice is raised. The User shall be reminded to pay the requisite amount by periodical notifications issued by ImageKit.
However, despite the notifications, if the User fails to pay the required amount, in that event ImageKit reserves the exclusive right to terminate its Services as provided to the User. Such termination shall be subject to restoration of Services in the event of payment by the User. Any additional feature developed by ImageKit in the future shall be subject to its own pricing or fee structure depending upon its own parameters.
If the User’s website is hacked or cracked or there is an unauthorized access, in that event any act associated or flowing from such a hacking or unauthorized access shall be the sole liability/responsibility of the User. In such an event, the User shall bear the costs of the same.
If ImageKit website is unavailable due to any reason or any natural disaster or catastrophes or due to any other or such reason(s) beyond the control of ImageKit, in that event, ImageKit shall not be held responsible or liable.
"Uptime" means the percentage of time in a calendar month for which ImageKit.io's services were accessible and usable, as measured by ImageKit.io. While ImageKit.io strives for a 100% uptime, if the uptime falls below 99.9% in a given month, then ImageKit.io shall pay compensation to the tune of ten percent (10%) of the User's billing with ImageKit.io in the month when the uptime was lower than the aforementioned threshold. This shall be adjusted with the following month's bill cycle.
Compensation will not be awarded in the following circumstances: a) Circumstances beyond Imagekit’s control, including but not limited to war, terrorism, interruption of telecommunications, or Acts of God; (b) Network issues outside of ImageKit.io's control, including but not limited to DNS problems; (c) Errors in the uptime measurement system; (d) acts or omissions by the User or other individuals authorized by the User to use the service; (e) Downtime that has been advised to you 72 hours in advance ("scheduled maintenance"); (f) Suspension or termination of your right to use the Service in accordance with these Terms; (g) Accounts using ImageKit.io's Trial plan
ImageKit is not liable for any infringement of copyright arising out of materials posted on or transmitted through the site, or items made available on the site, by end users or any other third parties.
If you are an owner of intellectual property rights or an agent who is fully authorized to act on behalf of the owner of intellectual property rights and believe that any Content or other content infringes upon your intellectual property right or intellectual property right of the owner on whose behalf you are authorized to act, you may send a notification to ImageKit.io on firstname.lastname@example.org together with a request to ImageKit to delete the relevant Content in good faith. The notification and the request must contain the following information:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the intellectual property rights claimed to have been infringed, or, if multiple intellectual property rights at a single online site are covered by a single notification, a representative list of such works at that site.
- Identification of the Content (by means of data or communication link, AD ID, etc.) 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 ImageKit to locate the material.
- Information reasonably sufficient to permit ImageKit to contact you, such as an address, telephone number, and, if available, an electronic mail address.
- A signed statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the intellectual property right-owner, its agent, or the law.
- A signed statement that the intellectual property-owner hold ImageKit harmless from any claim of any third party in connection with the removing by ImageKit of the relevant content and,
- A signed 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.
You acknowledge and agree that the materials on the Website, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Materials") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to ImageKit, and are subject to copyright and other intellectual property rights under Indian laws, foreign laws and international treaties and/or conventions.
The access to this Website does not confer upon you any license or right to use in respect of these Marks and therefore the use of these Marks in any form or manner, whatsoever is strictly prohibited. Any violation of the above would constitute an offence under the prevailing laws of India.
You shall fully indemnify, defend, and hold harmless ImageKit from and against any and all claims, losses, damages, expenses, and liability, including without limitation, suits arising from offering, promoting, advertising, sale, or use by User of the images, whether or not such use conforms to standards set by ImageKit, provided that such claim, loss, damage, expense, or liability does not arise from the direct faults of ImageKit.
You acknowledge and agree that ImageKit shall not be liable for your interactions with any organizations and/or individuals on the Website or through the Service. This includes, but is not limited to, payment and delivery of services, and any other terms, conditions, warranties or representations associated with any interaction you may have with other organizations and/or individuals. These dealings are solely between you and such organizations and/or individuals.
You agree and acknowledge that ImageKit shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or interactions. If there is a dispute between users and any third party, you understand and agree that ImageKit is under no obligation to become involved in such dispute. In the event that you have a dispute with one or more other users, you hereby release ImageKit, its officers, employees, agents and successors from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our Service.
In no event shall the aggregate liability of each party together with all of its affiliates arising out of or related to this agreement exceed the total amount paid by user and user's affiliates hereunder for the services giving rise to the liability in the twelve months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability but will not limit customer's and customer's affiliates' payment obligations under the "fees and payment" section above.
Exclusion of Consequential and Related Damages:
In no event will either party or its affiliates have any liability arising out of or related to this agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party's or its affiliates' remedy otherwise fails of its essential purpose. the foregoing disclaimer will not apply to the extent prohibited by law.
These Terms and the other policies posted on the Website constitute the understanding and agreement between you and ImageKit and govern your use of the Service and the Website superseding all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral. The Terms and the relationship between you and ImageKit shall be governed by the laws of the Union of India. Any claim you may have against ImageKit must be resolved through arbitration or any other form of alternate dispute resolution within the territorial jurisdictions of the courts of New Delhi only. The failure of ImageKit to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid (including, without limitation, because such provision is inconsistent with the laws of another jurisdiction) or inapplicable, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision.
If any provision or provisions of these Terms is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of the Terms shall not in any way be affected or be impaired. You agree that any cause of action brought by you and arising out of or related to your use of the service and/or the website must commence within a reasonable time and in any event within one (1) year after the cause of action accrues, except that ImageKit may commence any such cause of action in accordance with the applicable statute of limitations under Indian law. Otherwise such cause of action is permanently barred. These Terms shall inure to the benefit of and be binding upon each party's successors and assigns. ImageKit respects the laws of the Union of India and submits itself to its jurisdiction. In the event wherein deemed necessary, ImageKit contrary to the terms and conditions set herein, shall provide the relevant information(s) or cooperate with the law enforcement agencies of the Union of India.
"Confidential Information" consists of any information sent from the User to ImageKit that is identified as "confidential" in writing or can be recognised as confidential by the virtue of its nature.
Imagekit shall not disclose any such knowledge received from the User to any 3rd party and the same shall remain confidential
The following will not be considered as confidential information:
- Information already available with ImageKit prior to the signing of this agreement
- Information that is or becomes known publically
- Information that is developed by ImageKit independently
ImageKit shall not use such information for selling or disclosing purposes, but in the event that such information is required to be revealed to the authorities for any purpose, ImageKit shall do the same.
Either party to this agreement may terminate this Agreement by either cancelling there account from their ImageKit dashboard or by contacting ImageKit via email on email@example.com
However, ImageKit, irrespective of above, may terminate this Agreement with immediate effect, without prior notice to the User and without assigning any reasons whatsoever.
- If in the opinion of ImageKit, the User has breached any of the terms and conditions of this agreement or/and,
- If, in the opinion of ImageKit or/and any regulatory authority, it is not in the public interest to continue providing the Service to the User for any reason or/and,
- If the User is declared a bankrupt or/and the User enters into any compromise or arrangement with its creditors and further without any prejudice to any/all other rights.
In the event you wish to cancel any of our services, then, you shall be permitted to do so via a written email to admin@ImageKit.io. The cancellation will be effective after due confirmation from our side and a notification to this effect will be sent to you. ImageKit shall reserve the exclusive right to cancel any content whatsoever from being published through its website.
If you have any grievance with respect to the Website or the Service, you can contact our grievance officer at: