General Terms and Conditions

Table of contents:

Article 1 - Definitions Article 2 - Applicability Article 3 - Registration for the service Article 4 - Right of use Article 5 - The service and warranties Article 6 - Responsibility of customer Article 7 - Prices and payment Article 8 - Intellectual property rights Article 9 - Privacy Article 10 - Confidentiality Article 11 - Liability, limitation of damages and indemnification Article 12 - Duration and termination Article 13 - Miscellaneous

‍Article 1 - Definitions

In these Autoenhance General Terms & Conditions the terms listed below, written with an initial capital, have the following meaning:

Account: a personal section that contains a unique set of data linked to one (1) Customer and one (1) User. An Account is created by Customer and managed by Customer and/or User.
Additional Terms: Any terms and conditions in addition to these Terms that have been made part of the Agreement.
Agreement: the agreement (of which these Terms form part of) between Autoenhance and the Customer for access to and use of the Service via an Account.
Autoenhance: Autoenhance.ai ltd, the provider of the Service.
Bug: a technical defect in the Service which does not materially inhibit the use thereof – given the nature and purpose of the Service -, at the sole discretion of Autoenhance.
Customer: - either a natural person or a legal entity – who entered into an Agreement regarding the Services and opened the Accounts, and who is responsible for all activities that occur under these Accounts. A Customer may provide access to the Service to Users via these Accounts.
Dashboard: Autoenhance’s secured web environment, which is subject to these Terms & Conditions.
Effective Date: the date as of which the Agreement is effective, as set forth in the Agreement.
Error: a technical defect in the Service which materially inhibits the use of the Service – given the nature and purpose of the Service -, at the sole discretion of Autoenhance.
Intellectual Property Rights: all world-wide intellectual property rights, whether registered or not, such as patents, copyrights, trademarks, designs, models, know-how and all proprietary and/or commercial rights, trade secret rights, tools, documentation, internet domain names, etc.
Output Image: A digital image file consisting of a combination of Source Material and any other material, and which is generated through use of the Service by a User.
Privacy Policy: The document containing Autoenhance’s Privacy and GDPR policy.
Service(s): the service that Autoenhance provides to Customer and Users by means of the Software and the Dashboard.
Server(s): computer(s) that run parts of the Software and on which data, such as for instance – but not limited to – Source Material and Output Images are saved.
Software: the software as specified in writing by Autoenhance as part of the Agreement.
Source Material: digital image or text files which the Users have uploaded to the Servers using the Service.
Terms: these Autoenhance General Terms & Conditions.
Terms of Use: the terms and conditions governing the use by Users of the Software and the Dashboard.
User: a natural person authorised by Customer to make use of the Software and/or the Dashboard.

Article 2 - Applicability

Each of the Autoenhance Terms (the General Terms & Conditions, the Additional Terms & Conditions, the Terms of Use and the Privacy Policy) here referred to incorporate other Terms and vice versa and in the case of any doubt or inconsistency, the General Terms & Conditions applies, prevails and takes precedence.
These Terms form part of all Agreements and govern any use made of the Service by the Customer.
Customer accepts that Customer is at all times responsible and liable for the use of the Service by Users via the Accounts of Customer. The Customer indemnifies Autoenhance against any and all damages, loss, and/or costs arising directly or indirectly from and/or related to the use of the Service by Users via the Accounts of Customer.
Autoenhance may at any time amend or supplement these Terms, upon thirty (30) days written notice by e-mail. If Customer continues the use of the Accounts after receiving the aforementioned notice, Customer thereby irrevocably accepts those amended Terms. If Customer does not accept the amended Terms, Customer must stop using the Service and close the Accounts.

Article 3 - Registration for the service

In order to use the Service, the Customer must open an Account.
Customer will be responsible for keeping the user name and password combination confidential. Customer will be liable for any use made of the Service via the user name and the password of Customer. As soon as Customer knows or has reason to assume that a user name and/or password has/have fallen into the hands of unauthorised parties, Customer must immediately change the password and inform Autoenhance immediately.
Autoenhance reserves the right to change the login procedure, the user name and/or the password if it considers this to be necessary, for instance if such would be in the interest of a correct functioning of the Service. In such case, the Customer will be informed immediately by email, at the email address provided at registration.

Article 4 - Right of use

As of the Effective Date of the Agreement, and provided that Customer is not in breach of any of its obligations towards Autoenhance, Autoenhance grants to Customer a non-exclusive, non-transferable, non-sublicensable, temporary and conditional right to open an Account and use the Services, Software and the Dashboard.
For the term of the Agreement and provided that Customer is not in breach of any of its obligations towards Autoenhance, Customer may authorise Users to access and use the Software and Dashboard linked to Customer’s Account.
If and when Customer becomes aware that a User is in breach of the Terms of Use, or if and when Customer reasonably expects that a User may or will be in breach of the Terms of Use, Customer must inform Autoenhance immediately thereof. Customer must do its utmost to prevent any breach of the Terms of Use by its Users, and Customer accepts that Autoenhance may prohibit and prevent a particular User access to the Services, Software and the Dashboard, in case such User is in breach of, or reasonably is suspected to breach, the Terms of Use.

Article 5 - The service and warranties

Customer accepts that the Service provides only the functionality and other properties that it finds in the Service at the time of use. The Service is provided “as is”. Customer acknowledges that the Service may contain Errors and Bugs. Autoenhance does not guarantee that the Service can be accessed at all times and will be free from any interruptions or breakdowns. Customer acknowledges and accepts that only Customer and/or Users are responsible for arranging backups of any data. Under no circumstances shall Autoenhance be responsible for the recovery of scrambled or lost data.
For each Account, unless a data storage period is specified in Customer’s Dashboard, Autoenhance is not obliged to retain Customer’s data, uploaded images or enhanced images longer than 24 hours.
Autoenhance does not guarantee that Software and/or the Dashboard will work (fully and accurately) on all devices, cameras, lenses, image formats, computer systems, browsers and/or all operating systems.
Autoenhance expressly excludes any express and tacit guarantees, undertakings and indemnities of any nature whatsoever, including but not limited to guarantees, undertakings and indemnities regarding the quality, safety, availability, lawfulness, integrity and correctness of the Service.
Autoenhance has the right, with prior notification and without thereby becoming liable for damages towards the Customer and Users, to suspend or terminate the Service, whether or not temporarily, and/or to limit its use, if such is reasonably required for maintenance or updating the Service.
Autoenhance has the right, without any prior notification, to make procedural and technical modifications and/or improvements to the Service.
Autoenhance may implement upgrades and/or updates available from time to time with regard to the Software, but is under no obligation to do so. Unless Autoenhance informs Customer otherwise, Customer is not required to always use the latest upgrades and updates of the Software, however, support services and any guarantees in connection to certain versions of Software will not be available or valid anymore after one (1) month of the release date of an upgrade or update of the Software. In addition, older versions of the Software might become subject to limited functionality, errors and defects, due to incompatibility or other causes.

Article 6 - Responsibility of customer

Unless required for the purposes of Customer support or improvement of the Service, Customer is aware and accepts that Autoenhance does not inspect and/or edit (other than through a fully automated software process) any Source Material or Output Image. Customer is fully responsible and liable for all acts that Customers and Users perform using the Service, in particular the creation, processing, provision and distribution of Source Material and Output Image.
Customer’s access to, and all use of the Services must be lawful and must be in compliance with the Agreement, Terms of Use, and these Terms, and any other agreement between Customer and Autoenhance. To the extent Customer restricts or inhibits other users from enjoying the Services, Autoenhance may limit, change, or terminate Customer privileges and use of the Services.
When accessing or using the Services, Customer must behave in a civil and respectful manner at all times. Autoenhance specifically prohibits any use of the Services, and Customer agrees not to, and not to allow Users to, use the Services, for any of the following:
1. Engaging in conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation that would fail to comply with accepted Internet protocol;
2. Communicating, transmitting, or posting material that is copyrighted or otherwise owned by a third party unless Customer or User are the copyright owner or have the permission of the owner to post it;
3. Communicating, transmitting, or posting material that reveals trade secrets, unless Customer or Users own them or have permission of the owner to do so;
4. Communicating, transmitting, or posting material that infringes on any other intellectual property, privacy or publicity right of another;
5. Attempting to interfere in any way with the Services, or Autoenhance network security, or attempting to use the Services Website to gain unauthorised access to any other computer system;
6. Accessing data not intended for Customer, or logging on to a server or account, which Customer or User is not authorised to access;
7. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation (or succeeding in such an attempt);
8. Attempting to interfere or interfering with the operation of the Services, or Autoenhance’s services to any other users of the Services, Autoenhance’s hosting provider or Autoenhance network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “mail bombing” or “crashing” the Website.
Autoenhance reserves the right, if it believes that there is reason to do so, without further notification and without becoming liable for damages, to suspend access and/or remove content related to an Account, in particular but not only in cases in which Customer or Users in Autoenhance’s opinion violate this Article 6, or one of the other provisions of these Terms, without prejudice to its right to take further legal measures and/or entitlement to damages.
Customer is aware and accepts that Autoenhance does review and cannot review all of the material made available through websites and webpages to which we link and that link to Autoenhance.ai. Autoenhance does not have any control over those non-Autoenhance.ai websites and webpages, and is not responsible for their contents or their use. By linking to a non-Autoenhance.ai website or webpage, Autoenhance does not represent or imply that it endorses such website or webpage. Customers are responsible for taking precautions as necessary to protect themselves and their computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Autoenhance disclaims any and all responsibility for any harm resulting from your use of non-Autoenhance.ai websites and webpages.

Article 7 - Prices and payment

Configurations and prices of the Services are subject to change at any time, and Autoenhance shall at all times be entitled to modify prices. If Customer does not accept these modifications, Customer may terminate this Agreement before such modifications take effect.
All prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on Customer or Autoenhance by any taxing authority (other than taxes imposed on Autoenhance’s income), related to the Services, unless Customer has provided Autoenhance with an appropriate resale or exemption certificate for the delivery location, which is the location where the Services are used. In case of changes in law such that a tax is levied that is or becomes irrecoverable with a consequent increase to the costs to Autoenhance of delivering the Services, whereby and to such an extent Autoenhance is entitled to increase its prices accordingly and retro-actively.
Customer agrees pay, without the right to set-off any amount, all invoiced amounts within fourteen (14) days of the invoice date, unless stated otherwise in the Agreement or on the invoice. However, all amounts will be due immediately, in case Customer terminates or suspends all or a substantial portion of its business activities, becomes insolvent, admits its inability to pay its debts, or in case of the voluntary or involuntary filing of a petition for or adjudication of bankruptcy of Customer under any federal, state or municipal bankruptcy or insolvency act, the appointment of a receiver, trustee, custodian, or liquidator, or any act or action constituting a general assignment by Customer of its properties and/or interest for the benefit of creditors.
Where payment is not made within the terms set forth in this article, contractual interest shall be owed at a rate of 1.5% a month, or the highest rate allowed by law, if lower, with effect from the first day following expiration of the payment term referred to in this article; part of a month shall be considered a full month.
Payments made by Customer shall always be used first to meet all the interest and costs owed and subsequently for the settlement of claims under the Agreement which have remained outstanding for the longest period of time, even when Customer specifies that the payment relates to another claim.
Customer shall not be entitled to refuse to discharge or to suspend the discharge of its payment obligations on account of alleged disturbance of, defect or Errors or on any other account whatsoever.
Customer shall be liable for amounts which Autoenhance incurs to collect payment, including without limitation, collection agency fees, reasonable attorneys’ fees and arbitration or court costs.

Article 8 - Intellectual property rights

The Intellectual Property Rights regarding the Services, the Dashboard, the Software, and the Autoenhance website, including, without limitation, the Intellectual Property Rights on the texts, pictures, design, photographs, software, audio-visual material and other material (excluding Source Material and Output Image) are and remain the sole property of Autoenhance and/or its licensors, subject to the license provided in these Terms and the Terms of Use.
Customer warrants and guarantees that the Intellectual Property Rights regarding all of the Source Material used and to be used through an Account is legally owned or licensed by Customer and/or Users, and Autoenhance is hereby granted an irrevocable, non-exclusive worldwide right to use such Source Material and Output Image in connection to the Services and Autoenhance’s business purposes, which includes the right to use the Source Material to create Output Images, for training the Autoenhance Software and for promotional business purposes of Autoenhance, which rights will survive termination of the Services and/or Agreement.
Customer also grants Autoenhance a non-exclusive worldwide right to use Customer’s name, trademark and logo of the purposes of Autoenhance’s promotional activities relating to the Services, which right may be revoked, upon thirty (30) days written notice.
For as far as Autoenhance owns such rights, Autoenhance grants to Customer a non-exclusive, transferable, sub-licensable, perpetual right in connection to the use of Output Images. Autoenhance will not grant third parties any licenses in connection to Output Images, without written consent of Customer.
Other trademarks, service marks, graphics and logos used in connection with the Website or Hosted Services may be the trademarks of other third parties. Customer use of the Website and Hosted Services grants no right or license to reproduce or otherwise use any Autoenhance or third-party trademarks.
Customer agrees and covenants not to copy, modify, translate, or reverse engineer the Services, or any portion thereof.

Article 9 - Privacy

Autoenhance respects the privacy of Customer and Users and will not sell or commercially exploit any personal data received from Customer and Users. By using the Services, Customer accepts and allows the collection and use of personal and non-personal information as outlined below. Autoenhance’s primary purpose in collecting personal information is to provide a safe, smooth, efficient, and customized experience. Autoenhance may collect personally identifiable information, such as name and address, including email address. Autoenhance may also collect personal information from third parties. Autoenhance may combine the personal information and other data received from different sources. Some collected information is not explicitly submitted by Customer or Users: (i) Autoenhance’s servers log automatically and collect information, such as IP addresses, browser type and language, and the date and time of visits; (ii) Autoenhance may assign computers and devices one or more cookies which may collect information to facilitate access to the Services; (iii) Autoenhance may use standard Internet tools, such as web beacons, which collect information that tracks Customer’s and User’s use of the Services.
Autoenhance may use personal information to (i) fulfill, facilitate and improve the Services; (ii) offer products and services; (iii) customize the advertising and content on the Autoenhance website; (iv) manage the Account; (v) identify and protect against fraudulent transactions and other misuses of the Services; and (vi) enforce the Agreement, these Terms, and/or the Terms of Use.
Autoenhance will not share personal information with others except as indicated in the Agreement, these Terms or otherwise in writing. Autoenhance may share personal information with: (i) service providers, such as credit-card payment processors, performing services on Autoenhance’s behalf; and (ii) other third parties in limited circumstances, such as complying with legal requirements, preventing fraud, and protecting the safety of the Services, Customers, and Users. Autoenhance reserves the right to transfer personal information in the event of a transfer of ownership of the Services, such as an acquisition by, or merger with another company.

Article 10 - Confidentiality

Confidential Information means (i) the existence and terms of any agreement between the parties and (ii) any non-public, confidential or proprietary information relating to a disclosing party, whether or not technical in nature, including any that is designated by the disclosing party as Confidential Information at the time of its disclosure, either by a written or visual confidentiality designation, or otherwise if such information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how which: (i) is in the public domain at the time of disclosure or becomes available thereafter to the public without restriction, and in either case not as a result of the act or omission of the receiving party; (ii) is rightfully obtained by the receiving party from a third party without restriction as to disclosure; (iii) is lawfully in the possession of the receiving party at the time of disclosure by the disclosing party and not otherwise subject to restriction on disclosure; (iv) is approved for disclosure by prior written authorisation of the disclosing party; or (v) is developed independently and separately by either party without use of the disclosing party’s Confidential Information.
Each party agrees that it will safeguard the confidentiality of the Confidential Information supplied by the other party and that it will observe the same due care with respect to such information as it would observe with respect to its own Confidential Information. The other party shall not sell, copy and/or distribute in any way Confidential Information to third parties, without disclosing party’s prior written consent, which consent may be granted or withheld in such party’s sole and absolute discretion.

Article 11 - Liability, limitation of damages and indemnification

AUTOENHANCE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE SERVICES. NEITHER AUTOENHANCE NOR ITS OFFICERS OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO THE SERVICES.
CUSTOMER IS SOLELY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES CONDUCTED THROUGH ITS ACCOUNTS AND THE SERVICES, EVEN IF SUCH ACTIVITIES WERE TO OCCUR WITHOUT CUSTOMER’S PERMISSION. AUTOENHANCE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE ACTS AND OMISSIONS OF CUSTOMER’S USERS THROUGH SERVICES. NEITHER AUTOENHANCE NOR ITS OFFICERS OR EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND CUSTOMER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING OR RELATING TO ALL SUCH ACTS AND OMISSIONS.
IN NO EVENT SHALL AUTOENHANCE, ITS AFFILIATES OR ITS LICENSORS BE LIABLE, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, OR INTERRUPTION OF BUSINESS.
NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS TO THE CONTRARY, AUTOENHANCE’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED TEN THOUSAND USD (US$ 10,000).
THE LIMITATIONS ON AUTOENHANCE’S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT AUTOENHANCE, ITS EMPLOYEES, LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD AUTOENHANCE, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, IN CONNECTION WITH OR ARISING OUT OF A BREACH OF THE AGREEMENT, THESE TERMS, OR THE TERMS OF USE, BY CUSTOMER AND USERS, INCLUDING CLAIMS THAT THE USE AND/OR PUBLICATION OF SOURCE MATERIAL AND/OR OUTPUT IMAGE INFRINGE UPON THIRD PARTY RIGHTS.

Article 12 - Duration and termination

The Agreement regarding the use of the Service is concluded for an indefinite period of time, unless the parties have otherwise agreed in writing. Each of the parties may terminate the Agreement via the Dashboard, effective at the end of the current Subscription.
Autoenhance may terminate the Agreement and its relationship with Customer, or may terminate or suspend Autoenhance’s delivery of Services at any time, or terminate or suspend Customer’s use of the Services at any time: (i) if Customer is in breach of these Terms and/or the Agreement; (ii) if Autoenhance reasonably suspects that Customer, or Users are using the Services to breach the law, the Terms of Use, or infringe third party rights; (iii) for a force majeure event that continues for more than ten (10) days upon notice; (iv) if Customer fails to pay any amounts due to Autoenhance; (v) if required due to change in laws/regulation by a regulator or authority with a lawful mandate,(vi) the bankruptcy of the Customer has been applied for; an attachment is levied on the goods of Customer; Customer is liquidated or discontinued.
Upon the effective date of termination of the Agreement for any reason whatsoever, Customer’s and User’s right to access and use the Service will end immediately. Upon the effective date of termination Autoenhance may immediately remove the Accounts and all content connected to the Accounts, including the Source Material and Output Image. Upon termination of the Agreement for any reason whatsoever, Autoenhance will not be liable, or liable for damages, towards Customer in any manner whatsoever and will not otherwise be required to pay Customer any financial compensation or return any fees paid for the Service.

Article 13 - Miscellaneous

If any provision of these Terms, the Agreement or any other agreement between the parties, is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.
Autoenhance will not be liable for any delay in performing or failure to perform any of its obligations under these Terms or the Agreement caused by events beyond its reasonable control. Autoenhance will notify Customer in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.
Customer is not permitted to assign, delegate or otherwise transfer the Agreement or any rights hereunder. Any such attempted assignment, delegation or transfer will be null and void. Autoenhance is permitted at its sole discretion to assign the Agreement or any rights or obligations hereunder to any third party, without giving prior notice.
The Agreement, these Terms, and the Terms of Use contain the entire agreement between Autoenhance and Customer regarding Customer’s purchase and use of the Services, and supersedes and replaces any previous communications, representations or agreements, or Customer’s additional or inconsistent terms, whether oral or written.
The failure to exercise, or delay in exercising, a right, power or remedy provided by the Agreement, these Terms, the Terms of Use, or by law shall not constitute a waiver of that right, power or remedy. If Autoenhance waives a breach of any provision of these Terms, the Agreement, or the Terms of Use, this shall not operate as a waiver of a subsequent breach or that provision or as a waiver of a breach of any other provision.
Any agreement between the parties is for the sole benefit of the parties thereto and, except as otherwise contemplated therein, nothing therein expressed or implied shall give or be construed to give any person, other than the parties thereto, any legal or equitable rights thereunder.
Nothing contained in any agreement between the parties shall be read or construed so as to constitute the relationship of principal and agent or of partnership between the parties. Neither of the parties may pledge or purport to pledge the credit of the other party or make or purport to make any representations, warranties, or undertakings for the other party.
Unless stated otherwise in writing, any and all agreements between the parties shall be governed by and construed in accordance with the laws of England and Wales. All disputes and controversies arising out of or relating to these Terms and Conditions or the relationship of the parties shall be finally and bindingly resolved in the court of England and Wales. The language of the arbitration shall be English. Any award, verdict or settlement issued may be entered by any party for order of enforcement by any court of competent jurisdiction. ANY CAUSE OF ACTION AGAINST AUTOENHANCE, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
In the event of any inconsistency between the provisions of Additional Terms and/or these Terms, the provisions in the Additional Terms shall take precedence. The non-conflicting aspects of the various documents will remain in effect.

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