Last Updated: May 22, 2025
Welcome, and thank you for your interest in ImgMCP. ImgMCP provides a technical service, which includes a unified application programming interface (API) and related tools (collectively, the “Service”), designed to facilitate your access to and use of various third-party generative artificial intelligence models (“AI Models”). Our website at https://imgmcp.com/ (the “Site”), and all related services, features, content, and applications offered by us are provided by SarvCode Ltd. (“SarvCode”, "ImgMCP", “we”, “us”, or “our”). ImgMCP acts as a technical intermediary, routing your requests to the respective AI Model providers. We do not host, operate, or control the AI Models themselves. These Terms of Service are a legally binding contract between you and SarvCode Ltd. regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT,” OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE IMGMCP PRIVACY POLICY (TOGETHER, THE “TERMS”). If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service.
IMPORTANT NOTE ON DISPUTE RESOLUTION (SECTION 19): THESE TERMS PROVIDE THAT ALL DISPUTES BETWEEN YOU AND SARVCODE LTD. WILL BE RESOLVED BY BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS CONTRACT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY, AND YOUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. PLEASE REVIEW SECTION 19 (“DISPUTE RESOLUTION AND ARBITRATION”) FOR DETAILS REGARDING YOUR AGREEMENT TO ARBITRATE ANY DISPUTES WITH SARVCODE LTD.
ImgMCP provides a technical service (the “Service”), which is a unified API aggregation platform. Through the Service, users can access and manage connections to various third-party generative artificial intelligence models (“AI Models”) for creating multimedia content. ImgMCP acts as a technical intermediary, providing a unified interface that routes user requests to the official APIs of these AI Models and receives their responses. ImgMCP itself does not host, operate, or develop AI Models. We may add or remove integrations with specific AI Models from the Service, or change Service functionalities, at any time, at our sole discretion.
You must be at least 13 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 13 years of age; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. If you are under 18 years of age (or the age of legal majority in your jurisdiction), you must have your parent’s or legal guardian’s permission to use the Service, and they must agree to these Terms on your behalf. If you are using the Service on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at [email protected].
4.1 Payment Methods and Billing Access to the Service, or to certain features of the Service, may require you to pay fees. Fees can be incurred through: a. Pre-Paid Credits: You may purchase pre-paid credits (“Credits”) which can be used to access specific features or make API calls on ImgMCP. The cost and usage terms of Credits will be specified at the time of purchase. b. Subscriptions: Some parts of the Service may be billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are typically set on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription with ImgMCP. Subscriptions may include a certain amount of Credits and other benefits as described in the respective subscription plan.
4.2 Automatic Renewal for Subscriptions Unless otherwise specified, at the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or ImgMCP cancels it. You may cancel your Subscription renewal through your account settings or by contacting our customer support team at [email protected] before the end of the current Billing Cycle. If you cancel, your Subscription will remain active until the end of the current Billing Cycle, and you will not be charged for the subsequent Billing Cycle.
4.3 Refunds a. Pre-Paid Credits: Once purchased, refunds for unused Credits may be requested within fourteen (14) days from the time the transaction was processed, unless otherwise specified at the point of purchase or required by applicable law. If no refund request is received within the eligible period, any unused Credits may become non-refundable. To request a refund within the eligible period, you must email us at [email protected]. b. Subscriptions: Fees paid for Subscriptions are generally non-refundable, except as required by applicable law or as otherwise determined by ImgMCP in our sole discretion. If you cancel your Subscription, you will continue to have access to the subscribed services until the end of your current Billing Cycle, but you will not receive a refund for any portion of the Subscription fee already paid for the current Billing Cycle. Annual subscription users may request a refund within the first month of the subscription if no subscription Credits have been used, by sending an email to [email protected]. c. Non-Refundable Payments: Payments made via methods specified as non-refundable at the time of purchase (e.g., certain types of promotional credits or specific payment methods) are not refundable.
4.4 Credit Expiration ImgMCP reserves the right to expire unused Credits three hundred sixty-five (365) days after purchase.
4.5 Currency; Payment Processing; Taxes ImgMCP will charge the payment method you specify at the time of purchase. You authorize ImgMCP to charge all sums as described in these Terms, for the Service you select, to that payment method. All payments are processed through third-party payment processors (e.g., Stripe). ImgMCP does not store your full credit card information. You agree to provide accurate and complete payment information and authorize us to share your payment information with our third-party payment processors for the purpose of processing your payments. You are subject to the terms and conditions of these third-party payment processors. We are not responsible for any errors or omissions by the third-party payment processor. All fees are quoted exclusive of applicable taxes (such as VAT), unless otherwise stated. You are responsible for paying all applicable taxes associated with your purchases hereunder. Payments will be processed in the currency indicated at the time of purchase (e.g., GBP, USD, EUR).å
4.6 Fee Changes ImgMCP, in our sole discretion and at any time, may modify the fees for Credits and Subscriptions. Any fee change for Subscriptions will become effective at the end of the then-current Billing Cycle. We will provide you with reasonable prior notice of any change in Subscription fees to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of the Service after a fee change comes into effect constitutes your agreement to pay the modified fee amount. Prices for Credits are subject to change at any time, but changes will not affect Credits already purchased.
4.7 Payment Disputes and Risk If you believe that a payment has been processed in error, you must contact us at [email protected] within 30 days of the payment. ImgMCP reserves the right to refuse or cancel any order or payment that we, in our sole discretion, believe may be fraudulent, high-risk, or in violation of these Terms. In such cases, we may temporarily or permanently limit or suspend your access to the Service or your account. If you require assistance or believe your account has been wrongly restricted, please contact [email protected].
4.8 No Guarantees on Benefits or Fees for Subscriptions While we strive to provide a valuable service, we do not guarantee that any specific benefits, features, or AI Models included in a Subscription will remain available or unchanged throughout your Subscription period. We may modify or remove features or AI Models from any Subscription plan at our discretion. We also do not provide any assurance on the processing rates or performance of any AI Model.
5.1 User Content Generally; AI Model Terms. You may provide input into the Service, which may include images, video, data, text, and other types of work (“Input”) and receive an output from the Service based on your Input (“Output”). Collectively, the Input and Output are “User Content.” You retain copyright and any other proprietary rights that you may hold in the Input you provide, subject to the licenses granted herein. Your rights (including ownership and usage rights) in the Output may vary depending on the specific AI Model used to generate it. Some AI Models are provided by third parties and are subject to their own terms and conditions (“AI Model Terms”). The Service is intended to facilitate your access to these AI Models, but your interaction with each AI Model, including the generation and use of Output, is governed by the respective AI Model Terms. ImgMCP acts solely as a technical conduit in this interaction. We will endeavor to provide links or information regarding applicable AI Model Terms where possible. It is your responsibility to review and comply with any such AI Model Terms. While we strive to keep information about AI Model Terms up to date, there may be incorrect or missing terms. If you see any linked terms to AI Models that are inaccurate, missing, or out of date, you may contact us at [email protected]. ImgMCP is not liable for errors or misrepresentations made in any third-party AI Model Terms. Some AI Models may store or train on your Inputs or Outputs for improving their own models. They may allow you to opt-out of model training, as described in their AI Model Terms. Where feasible and applicable, ImgMCP may configure its use of third-party AI Models based on available opt-out mechanisms, but ImgMCP does not control and is not responsible for the data handling practices of third-party AI Model providers.
5.2 License to Us You grant ImgMCP a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense through multiple tiers) to host, store, transfer, process, reproduce, and modify (e.g., for formatting or routing purposes) your User Content for the sole purposes of: (a) providing the Service to you, including transmitting your Input to your chosen third-party AI Models and delivering the generated Output to you via the Service; (b) operating, maintaining, securing, and improving the technical performance and functionality of the ImgMCP Service (e.g., for debugging, support, and development of our API aggregation capabilities); (c) enabling you to access your User Content history through the Service; and (d) using User Content in an aggregated and anonymized form for analytics, research, and to improve our API aggregation services, provided that such use does not identify you or any specific individual. This license does not grant ImgMCP any rights to use your User Content to train ImgMCP’s own generative AI models, as ImgMCP does not develop or train such models. Your User Content may be used by third-party AI Model providers for their own purposes (including model training) in accordance with their respective AI Model Terms (see Section 5.1). Our use of your personal data within User Content will also be governed by our Privacy Policy.
5.3 Input Representations and Warranties. You are solely responsible for your Inputs and the consequences of providing Inputs. By providing Inputs, you affirm, represent, and warrant that: a. you are the creator and owner of the Inputs, or have the necessary licenses, rights, consents, and permissions to authorize ImgMCP and users of the Service (if applicable) to use and distribute your Inputs as necessary to exercise the licenses granted by you in this section, in the manner contemplated by ImgMCP, the Service, and these Terms; and b. your Inputs, and the use of your Inputs as contemplated by these Terms, do not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause ImgMCP to violate any law or regulation.
5.4 User Content Disclaimer. We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. We may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms, is illegal, or is otherwise objectionable. You understand that when using the Service you may be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against us with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, We do not permit copyright-infringing activities on the Service.
5.5 Location of Originating Requests. We may attempt to provide AI Models with information about the country of your originating request when you access the Service. However, due to technological limitations, it is not always possible to accurately represent your country of origin, and this limitation may affect your ability to use the Service or certain AI Models. You understand and agree that We are not responsible for any incorrect location reporting to AI Models.
BY USING THE SERVICE YOU AGREE NOT TO:
You may terminate your account at any time by contacting customer service at [email protected] or through any account deletion functionality provided by the Service. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Service. If you violate any provision of these Terms, your permission from us to use the Service will terminate automatically. In such cases, any unused Credits may not be refunded, at Our discretion. In addition, We may in Our sole discretion terminate your user account on the Service or suspend or terminate your access to the Service at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service. Except for Our termination of your account due to your violation of these Terms, any Credits properly purchased and remaining in your account upon Our termination of your access or discontinuation of the Service may be refunded to you through your original payment method, or another method determined by Us, within a reasonable period (e.g., thirty (30) days) of termination, subject to the refund policies outlined in Section 4.3.
8.1 Third-Party Payment Processors: As stated in Section 4.5, all payments are processed through third-party payment processors. Your use of such third-party payment services is subject to their respective terms and conditions and privacy policies. ImgMCP is not responsible for the acts or omissions of these third-party payment processors.
8.2 Third-Party AI Models and Content: The core functionality of the Service is to provide you with access to and facilitate the use of AI Models and related content provided by third parties ("Third-Party Offerings"). ImgMCP acts as an API aggregator and technical intermediary, connecting you with these Third-Party Offerings. Your use of Third-Party Offerings is at your own risk and may be subject to additional terms and conditions or licenses from those third parties (e.g., AI Model Terms as mentioned in Section 5.1). You agree to comply with all such applicable third-party terms. ImgMCP does not control and is not responsible for any Third-Party Offerings, including their accuracy, availability, reliability, or legality. You acknowledge that the Services may rely on, interoperate with, or otherwise utilize Third-Party Offerings, and the operation of these Third-Party Offerings may impact the Services, but they are beyond our control.
9.1 Availability: ImgMCP will use reasonable efforts to ensure the Service is available to you. However, the Service is provided on an "AS IS" and "AS AVAILABLE" basis. We do not guarantee that the Service will be uninterrupted, timely, secure, or error-free. Access to the Service may be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will attempt to limit the frequency and duration of any such suspension or restriction.
9.2 Modifications and Beta Features: ImgMCP reserves the right, in Its sole discretion, to modify, suspend, or discontinue any part or all of the Service at any time, with or without notice, for any reason, including, but not limited to: (a) maintaining or enhancing the quality or delivery of Services, the competitive strength of the Services, or the Services' cost efficiency or performance; or (b) complying with applicable law. You may also receive access to certain features that we are trying out in beta ("Beta Features"). Beta Features are provided "AS IS" and may contain bugs or errors. We may discontinue Beta Features at any time in our sole discretion and may never make them generally available. All Services, including Beta Features, are subject to our disclaimers in Section 15.
10.1 Privacy Policy. Please read the ImgMCP Privacy Policy carefully for information relating to our collection, use, storage, and disclosure of your personal information. The ImgMCP Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
10.2 Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that are applicable to a particular feature or content on the Service, subject to Section 11. All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
We reserve the right to change these Terms on a going-forward basis at any time. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, or generate a pop-up or similar notification when you access the Service for the first time after such material changes are made. Material modifications are effective upon your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose. Your continued use of the Service after any such change constitutes your acceptance of the new Terms. If you do not agree to any of these terms or any future Terms, do not use or access (or continue to access) the Service.
The Service is owned and operated by ImgMCP. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by Us are protected by intellectual property and other laws. All Materials included in the Service are the property of ImgMCP. or Our third-party licensors. Except as expressly authorized by Us, you may not make use of the Materials. We reserve all rights to the Materials not granted expressly in these Terms. For clarity, ImgMCP does not claim any ownership rights in the third-party AI Models themselves. Your rights and obligations regarding the use of such AI Models and their generated Output are governed by the applicable AI Model Terms (as defined in Section 5.1) and your rights in your Input.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant us an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
You are responsible for your use of the Service, and you will defend and indemnify SarvCode Ltd. and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “ImgMCP Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE IMGMCP ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE IMGMCP ENTITIES DO NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE IMGMCP ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION ANY OUTPUT YOU RECEIVE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT. YOU UNDERSTAND AND AGREE THAT IMGMCP IS NOT RESPONSIBLE FOR THE ACCURACY OR QUALITY OF ANY OUTPUT YOU RECEIVE THROUGH THE SERVICE. IMGMCP TAKES NO RESPONSIBILITY FOR ANY ACTIONS YOU TAKE AS A RESULT OF ANY OUTPUT RECEIVED THROUGH THE SERVICE OR ANY CONSEQUENCES OF THOSE ACTIONS. THE IMGMCP ENTITIES MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING THE ACCURACY, QUALITY, LEGALITY, OR NON-INFRINGEMENT OF ANY OUTPUT GENERATED BY THIRD-PARTY AI MODELS ACCESSED THROUGH THE SERVICE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF INPUTS AND OUTPUTS COMPLIES WITH ALL APPLICABLE LAWS AND THIRD-PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS AND THE RELEVANT AI MODEL TERMS.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
IN NO EVENT WILL THE IMGMCP ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY IMGMCP ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 19.4(iii), THE AGGREGATE LIABILITY OF THE IMGMCP ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO IMGMCP FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100 (OR THE EQUIVALENT IN LOCAL CURRENCY).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN YOU AND ImgMCP UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND ImgMCP EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 16 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
These Terms will be governed by and interpreted in accordance with the laws of the State of New York as applied to agreements entered into and to be performed entirely within the State of New York between New York residents, without giving effect to any conflict of law principles that would require the application of the substantive or procedural laws of a different jurisdiction. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) is specifically excluded from application to these Terms.
These Terms, together with the Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and ImgMCP regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 2, 4, 5, and 10 through 21, along with the Privacy Policy and any other accompanying agreements, will survive.
19.1. Generally. In the interest of resolving disputes between you and ImgMCP in the most expedient and cost-effective manner, you and ImgMCP agree that every dispute, controversy, or claim arising out of or relating to these Terms or the Service (“Claim”) will be resolved by binding arbitration rather than in court, subject to the exceptions set forth below. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all Claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a Claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND IMGMCP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This agreement to arbitrate shall apply, without limitation, to all Claims that arose or were asserted before the effective date of these Terms. The arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of these Terms or formation of these Terms, including whether any dispute between us is subject to arbitration (i.e., the arbitrator will decide the arbitrability of any dispute) and whether all or any part of these Terms are void or voidable.
19.2. Exceptions. Despite the provisions of Section 19.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) file suit in a court of law to address an intellectual property infringement claim.
19.3. Notice of Claim and Preliminary Resolution Attempt. If you have any concern or Claim that ImgMCP is unable to resolve, you agree to first try to resolve the dispute informally and in good faith by contacting us and providing a written Notice of Claim to [email protected]. The Notice of Claim must provide ImgMCP. with fair notice of your identity, a description of the nature and basis of your Claim, and the relief you are seeking, including the specific amount of any monetary relief you are seeking, and cannot be combined with a Notice of Claim for other individuals. If any dispute related to your Claim is not resolved within thirty (30) days of receipt, any resulting legal actions must be resolved through either small claims court or final and binding arbitration, subject to the exceptions set forth in Section 19.2. Neither party shall initiate legal action until thirty (30) days after the Notice of Claim is received.
19.4. Arbitration Process. Any Claim not resolved through the preliminary resolution attempt shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules in force as of the date of these Terms (“AAA Rules”), as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA, or by contacting ImgMCP at [email protected]. The arbitration will be conducted by a single arbitrator mutually selected by the parties. If the parties cannot agree on an arbitrator within fourteen (14) days of the request for arbitration, the arbitrator will be appointed by the AAA in accordance with the AAA Rules. The arbitration will be conducted in English in New York, New York, USA. By agreeing to mandatory arbitration as set forth herein, you and ImgMCP. knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim, except that either party may apply to any competent court in New York, New York, for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in these Terms. The arbitral award will be final and binding on the parties, and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.
19.5. Costs and Fees. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Claim. The costs of arbitration, including the fees of the arbitrator, shall be shared equally by the parties unless the arbitrator determines otherwise based on the merits of the case.
19.6. No Class Actions or Class Arbitration. You and ImgMCP agree that each may bring Claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class, consolidated, or representative action or proceeding. Unless both you and ImgMCP agree otherwise, the arbitrator may not consolidate more than one person’s Claims and may not otherwise preside over any form of a representative or class proceeding. If any portion of this class action waiver is deemed unenforceable or invalid as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable Claims and remedies.
19.7. Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
19.8. Severability. If any part or parts of this Section 19 are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of this Section 19 shall continue in full force and effect.
19.9. Right to Waive. Any or all of the rights and limitations set forth in this Section 19 may be waived by the party against whom the Claim is asserted. Such waiver shall not waive or affect any other portion of this Section 19.
19.10. Time Limitation on Claims. Claims related to these Terms or the Service are permanently barred if not brought within one (1) year of the event resulting in the Claim, unless a longer period is required by applicable law.
By using the Service, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
You may contact us by emailing us at [email protected].
Search for a command to run...