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Terms of Service

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These Terms of Service set out the terms and conditions upon which you may use the Resizepic Service and any application or functionality made available through the Resizepic Service. By subscribing to use the Resizepic Service or by using the Resizepic Service on a pay-per-use basis, you agree to and accept these Terms of Service.

Please read the Terms of Service carefully and make sure you understand and agree to them before using the Resizepic Service. If you have any questions relating to the Terms of Service please contact Resizepic at [email protected].

IF FOR ANY REASON YOU DO NOT ACCEPT THESE TERMS OF SERVICE YOU SHOULD NOT USE THE Resizepic SERVICE.

1. Interpretation

In these Terms of Service, except where the context requires otherwise, the following words and expressions have the meanings set out below:

“Account” means the Client’s subscription account for the Resizepic Service.

“Agreement” means the agreement between the Client and Resizepic comprising the Order and these Terms of Service for the provision of the Resizepic Service.

“API” means Resizepic application process interface permitting the Client to upload Client Data to the Resizepic Service.

“Client” means the person identified in the Order.

“Client Data” means the image content and data transferred by the Client to Resizepic when using the Resizepic Service.

“Commencement Date” means the date of commencement of the Client’s subscription to use the Resizepic Service, as set out in the Order.

“Confidential Information” means information which is identified as confidential or proprietary by either party or by the nature of which is clearly confidential or proprietary.

“Fees” means the monthly subscription fee set out in the Order, or the fee payable for a single use of the Resizepic Service, as appropriate.

“Resizepic Service” means the image compression software which Resizepic makes available as a service through the Website.

“Order” means an order for the use of or subscription to the Resizepic Service which identifies the Client and sets out the Fees.

“Subscription” means a monthly subscription for the use of the Resizepic Service.

“Terms of Service” means these terms and conditions of service as amended from time to time.

“User” means any person authorised by the Client in an Order to access the Resizepic Service on behalf of the Client.

“Virus” mean any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

“Website” means https://resizepic.space

2. Subscription

A Subscription shall start on the Commencement Date in the Order and continue for an initial period of 30 days and after that shall continue until terminated by either party on at least 30 days’ written notice.

3. Access to the Resizepic service

3.1 Resizepic grants the Client a non-exclusive, non-transferable, personal and non sub-licensable licence to permit Users to use the Resizepic Service.

3.2 The Client must treat any password to access the Resizepic Service or the Client’s Account as Confidential Information, and it must not disclose it to any third party (other than to Users).

3.3 In relation to Users, the Client shall ensure that:

  1. the maximum number of Users that the Client authorises to access and use the Resizepic Service does not exceed the number specified in the Order or otherwise agreed in writing by Resizepic; and
  2. each User keeps secure and confidential any password provided for the User’s use of the Resizepic Service and shall not disclose such password to any third party including persons within the Client’s organisation, company or business.

3.4 The Client may delete User accounts and authorise other users to access and use the Resizepic Service provided that the number of Users permitted to access and use the Resizepic Service does not exceed the maximum number of Users specified in the Order.

3.5 Resizepic may disable any username or password, at any time and at Resizepic sole discretion, if a User or the Client has failed to comply with any of the provisions of the Agreement.

3.6 The Client is responsible for maintaining the confidentiality of its password and any emails containing links to log in to the Client’s Account or to reset its password and any activities that occur under its Account, including the activities of Users. If the Client has any concerns about the login details for its Account or thinks they have been misused, please contact Resizepic at [email protected].

3.7 The Client is responsible for making all arrangements necessary for Users to have access to the Resizepic Service. The Client is also responsible for ensuring that all Users are aware of the terms of the Agreement, and that they comply with them.

3.8 The Client must prevent any unauthorised access to, or use of, the Resizepic Service and, in the event of any such unauthorised access or use, promptly notify Resizepic.

3.9 The Client recognises that Resizepic is continually updating and improving the Resizepic Service and the Client therefore agrees that the Resizepic Service may change from time to time and no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Resizepic Service.

3.10 The Client shall indemnify and defend Resizepic, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer’s fees) arising out of a claim brought by a third party relating to the Client’s or any User’s use of the Resizepic Service (except to the extent that such losses, damages etc. are caused by Resizepic negligence).

3.11 Resizepic has the right to disable any Account, if in its opinion the Client or a User has failed to comply with any of the provisions of the Agreement.

4. Client’s obligations

4.1 Resizepic permits the Client to send requests to the API (including updates to the API that Resizepic may make available from time to time) for the sole purpose of permitting the Client to transfer Client Data to Resizepic provided that any such requests are made using HTTP over a secure TLS connection (or such other secure means of connection as Resizepic may advise from time to time).

4.2 The Client shall access the Resizepic Service in accordance with the reasonable directions given by Resizepic from time to time and shall only use the most current version of the Resizepic Service after any previous version has been upgraded, following notice from Resizepic to do so.

4.3 Resizepic may monitor the Client’s use of the Resizepic Service to ensure quality, improve the Resizepic Service, and verify the Client’s compliance with the Agreement.

4.4 The Client:

  1. must comply with all applicable laws and regulations with respect to its use of the Resizepic Service and its activities under the Agreement;
  2. must use the Resizepic Service in accordance with the terms of the Agreement and shall be responsible for any actions and omissions in connection with the use of the Resizepic Service by any Users;
  3. must obtain and shall maintain all necessary licences, consents, and permissions necessary for Resizepic to perform its obligations to the Client under the terms of the Agreement;
  4. must ensure that its network and systems, including its internet browser used complies with the relevant specifications provided by Resizepic from time to time;
  5. is solely responsible for procuring and maintaining its network connections and telecommunications links from its systems in order to access and use the Resizepic Service;
  6. must not (i) access, store, distribute or transmit any Virus through the Resizepic Service; (ii) enable any distributed denial of service attack against Resizepic or any other technologically harmful materials; (iii) use the Resizepic Service to access, store, distribute or transmit any material that is unlawful, threatening, abusive, defamatory, hateful or inflammatory or which promotes violence or discrimination based on race, sex, nationality, sexual orientation or age; (iv) use the Resizepic Service in a manner that is illegal or causes damage or injury to any person or property or infringes another person’s intellectual property; or (v) attempt to interfere with or compromise the Resizepic Service integrity or security. Resizepic reserves the right, without liability or prejudice to its other rights under the Agreement, to disable the Client’s Account for breaches of the provisions of this clause 5.4(f).

5. Intellectual property rights

5.1 Resizepic is the owner of or the licensee of all intellectual property rights in the Resizepic Service. These works are protected by copyright and other laws and treaties around the world. All such rights are reserved.

5.2 The Client will not, when using the Resizepic Service:

  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Resizepic Service in any form or media or by any means; or
  2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Resizepic Service; or
  3. access all or any part of the Resizepic Service in order to build a product or service which competes with the Resizepic Service or use or attempt to use the Resizepic Service to directly compete with Resizepic.

5.3 The Client acknowledges that, in order to improve the speed and reliability of the Resizepic Service, images forming part of the Client Data will be temporarily cached by the Resizepic Service on Resizepic own servers and on the servers of the content delivery networks utilised by Resizepic. The Client grants Resizepic a licence to access such images for the purpose of analysing the Client Data in circumstances where the Client’s image has failed to compress properly and Resizepic needs to examine the reason for such failure. Subject to this clause, Resizepic claims no rights in the Client Data. 

5.4 The Client shall maintain a backup of Client Data and Resizepic shall not be responsible or liable for any deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Client Data.

6. Responsible disclosure policy

Resizepic is committed to ensuring the privacy and safety of its Users. Any User who discovers a security vulnerability on the Resizepic Service is requested to disclose the issue to Resizepic.

7. Publicity

7.1 Resizepic may use the Client’s name and logo in any of Resizepic publicity or marketing materials (whether in printed or electronic form) for the purpose of highlighting that the Client uses the Resizepic Service and alongside any testimonials that the Client has agreed to give. The Client grants Resizepic such rights as are necessary to use its name, logo and testimonial for the purpose of this clause 7.1.

7.2 The Client agrees to provide feedback to Resizepic in relation to its use of the Resizepic Service if requested to do so, in the form of a written survey or questionnaire. The Client is under no obligation to respond to any question put to it by Resizepic during Resizepic collection of feedback.

8. Data protection

8.1 Resizepic does not claim ownership in the Client Data.

8.2 If Resizepic processes any Personal Data as a result of hosting the Client Data or as a result of the Client’s use of the Resizepic Service, the Client agrees that Resizepic does so as Data Processor and that the Client is the Data Controller in relation to such Personal Data.

8.3 Resizepic and the Client agree that, in relation to such Personal Data:

  1. Resizepic will process the Personal Data only in accordance with the terms of the Agreement and any lawful written instructions reasonably given to Resizepic by the Client from time to time; and
  2. Resizepic will both have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

8.4 For the purposes of this clause 9, the terms “Personal Data”, “Data Processor” and “Data Controller” shall have the same meaning as set out in the Data Protection Act 1998.

9. Confidential information

9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms and conditions. A party’s Confidential Information shall not be deemed to include information that:

  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party’s lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. 

9.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available for use for any purpose other than as needed to perform the terms of the Agreement.

9.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement.

9.4 Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information

10. Price and payment

10.1 The Client will pay the Fees which in advance in accordance with the Order.

10.2 Unless alternative payment is agreed in the Order, the Client will provide to Resizepic valid, up-to-date and complete credit or debit card details and it hereby authorises Resizepic to bill such credit or debit card for the Fees in accordance with the Order.

10.3 If Resizepic has not received payment within 14 days after the due date, and without prejudice to any other rights and remedies available to Resizepic:

  1. Resizepic may, without liability to the Client, suspend or temporarily disable all or part of its access to the Resizepic Service and Resizepic shall be under no obligation to provide any access to the Resizepic Service, or continue to provide the Consultancy Serviсes, while the invoice(s) concerned remain unpaid

10.4 All Fees stated in an Order:

  1. are payable in the currency specified in the Order or otherwise stipulated by Resizepic; and
  2. are exclusive of value added tax (“VAT”) unless otherwise expressly stated which shall be paid at the same time as payment of the Fees. Resizepic shall send the Client a VAT invoice if Resizepic is requested to do so.

10.5 Unless otherwise agreed in writing, Resizepic may increase the Fees upon 30 days’ notice in writing to the Client, such increase to take effect from the expiry of such notice. If the Client is unhappy with the increase, the Client may terminate the Agreement on of 30 days’ written notice. During the notice period the Fees will not increase.

10.6 If Subscriber terminates the Agreement, Resizepic will refund any prepaid fees covering the remainder of the term of all Service Orders after the effective date of termination. If the Agreement is terminated by Resizepic, Subscriber will pay any unpaid fees covering the remainder of the term of all Service Orders. In no event will termination relieve Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination.

11. Availability and support

11.1 Resizepic will use commercially reasonable endeavours to make the Resizepic Service available with an uptime rate of 99%, except for:

  1. planned maintenance for which 24 hours’ notice will be given; or
  2. unscheduled maintenance during normal business hours (UK time) or otherwise, for which Resizepic will use reasonable endeavours to give the Client advance notice.

11.2 Where the Client has paid for access to the Resizepic Service, Resizepic will, as part of the Resizepic Service, use reasonable endeavours to provide a level of support that is appropriate to the nature of any issues requiring support during normal business hours. 

11.3 The Client acknowledges that the Resizepic Service is dependent on access to various third party data sources (including the Client Data). The Client agrees that Resizepic are not responsible for the non-availability or interruption to the Resizepic Service caused by any such non availability of any such third party data source.

12. Suspension and termination

12.1 If the Client fails to pay any sum due to Resizepic and such sum remains outstanding for a further seven days following notice requiring such sum to be paid Resizepic may terminate the Agreement with the Client immediately by notice and without any liability for Resizepic to the Client.

12.2 Either party may terminate the Agreement upon 30 days notice in writing.

12.3 Resizepic may terminate the Agreement by notice with immediate effect, or such notice as Resizepic may elect to give, if the Client:

  1. is in breach of applicable law; or
  2. infringes Resizepic intellectual property rights in the Resizepic Service.

12.4 Either party may terminate the Agreement at any time on written notice to the other if the other is in material or persistent breach of any of the terms of the Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach.

12.5 On termination of the Agreement for any reason all licences granted under the Agreement shall immediately terminate and the Client’s right to access and use the Resizepic Service will end.

12.6 The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

13. Limited warranty

EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

14. Resizepic liability

14.1 Subject to clause 14.2 Resizepic will not be liable for loss of income or revenue; loss of business; loss of profits; loss of anticipated savings; loss of data; waste of management time; or any indirect, consequential or special damages, costs or expenses resulting from Resizepic failure to comply with the Agreement, whether arising in contract or tort or otherwise.

14.2 Nothing in the Agreement excludes or limits Resizepic liability for death or personal injury caused by Resizepic negligence or for fraud or fraudulent misrepresentation.

14.3 Resizepic total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of the Agreement shall in all circumstances be limited to the Fees paid by the Client in the 6 months prior to the event giving rise to the claim.

15. Notices

All notices given by the Client to Resizepic must be sent to [email protected] . Resizepic may give notice to the Client at either the e-mail or postal address the Client provides to Resizepic, or any other way Resizepic deems appropriate. Notice will be deemed received and properly served immediately when posted on the Resizepic Service or 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.

16. Events outside Resizepic control

No party shall be liable to the other for any delay or non-performance of its obligations under the Agreement arising from any cause beyond its control including, without limitation, any of the following: telecommunications failure, internet failure, act of God, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in this clause shall excuse the Client from any payment obligations under the Agreement.

17. Waiver

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

18. Severability

If any provision of the Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

19. Third party rights

A person who is not party to the Agreement shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.