Terms and Conditions

1.1. We are Imaginaery Ltd trading as ‘Survaey’, a company registered in England & Wales, with address at 2nd Floor, One Hobbs House, Harrovian Business Village, Bessborough Road, Harrow, Middlesex, HA1 3EX, England, and company number 14903580. ("us", "we", or "our").

1.2. These terms and conditions (the "Terms") govern your use of the Survaey Platform (the "Platform"), a business-to-business, web-based image annotation platform provided by Imaginaery Ltd (the “Company”), which allows users to upload images and have them annotated by human annotators or machine learning algorithms. The Platform also provides tools for managing and analysing the annotations and the creation and delivery of templated reports and their distribution to multiple user types (colleagues, specialists or clients). By accessing or using the Platform, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform.

1.3. You may be given access to Survaey if either you or someone has purchased a subscription licence (Client) or you have been designated a user of the platform (Permitted User) by a Client.

2.1. In order to access and use the Platform, you must create a user account and guarantee that the information you provide is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account on the Service.

2.2. You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

3.1. This Agreement shall commence on the Agreement Date and shall continue until the Commencement Date and thereafter for the Initial Period and each Subsequent Period entered into in accordance with clause 3.2 below, unless otherwise terminated in accordance with clause 3.2 or clause 16 below.

3.2. At the expiry of the Initial Period, the Agreement shall (subject to clause 3.3 below) automatically renew for a period of 1 year and shall continue thereafter to renew annually for further periods of 1 year on the same terms as set out herein. (Each such 12-month period, a “Subsequent Period”). Either party may terminate this Agreement on the expiry of the Initial Period or any Subsequent Period, by giving the other written notice of no less than 60 days.

3.3. The Subsequent Period shall not apply if it has been agreed that the User Licence is being granted specifically for the purposes of a Project.

4.1. In consideration of payment by you of the Licence Fee, we hereby grant to you a non-exclusive, non-assignable, non-transferable, non-sub licensable licence to use the Survaey, solely for the purpose of capturing, processing and reproducing data for your own internal business purposes (“User Licence”). Any such User Licence shall be subject always to the provisions of this Agreement.

4.2. You are not permitted to authorize any individual or entity other than Permitted Users to access Survaey. You agree that:

4.2.1. any Permitted Users shall only be entitled to access Survaey via your Client Account;

4.2.3. the maximum number of Permitted Users and Permitted Devices will be restricted to the number agreed in the Licence Agreement you have subscribed to.

4.2.3. you shall be liable for the acts and/or omissions of any Permitted Users which, if carried out by you, would amount to a breach of this Agreement.

5.1. The Service and its original content, features, and functionality are and will remain the exclusive property of Imaginaery Ltd and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Imaginaery Ltd.

5.2. You are solely responsible for any images or other content that you upload to the Platform (“User Content”). You warrant that you have all necessary rights and permissions to upload User Content to the Platform, and that the User Content does not infringe any third party intellectual property rights.

5.3. You agree not to use the Platform to upload, post, transmit, or otherwise make available any content that:

• 5.3.1. Is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
• 5.3.2. Infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
• 5.3.3 Constitutes unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
• 5.3.4. Contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
• 5.3.5. Interferes with or disrupts the Platform or servers or networks connected to the Platform, or disobeys any requirements, procedures, policies, or regulations of networks connected to the Platform;
• 5.3.6. Impersonates any person or entity, including, but not limited to, a Company employee, or falsely states or otherwise misrepresents your affiliation with a person or entity;
• 5.3.7. Attempts to gain unauthorized access to the Platform, other accounts, computer systems, or networks connected to the Platform, through password mining or any other means;
• 5.3.8. Reproduces, duplicates, copies, sells, trades, resells or exploits for any commercial purposes, any portion of the Platform, use of the Platform, or access to the Platform;
• 5.3.9. Uses the Platform to circumvent or avoid paying any fees or charges that would otherwise be owed to the Company.

6.1. The Company reserves the right to modify or discontinue, temporarily or permanently, the Platform or any features or functionality thereof, without notice and without liability to the Company.

7.1. The Company may terminate your use of the Platform at any time, with or without cause, and with or without notice. The Company may also block or prevent your future access to the Platform. The provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

7.2. Either party may terminate this Agreement on written notice to the other if the other party:

1. 7.2.1. Is in material breach of any provision 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; or
2. 7.2.2. Is required to do so by law (for example, where the provision of the Survaey to you is, or becomes, unlawful); or
3. 7.2.3. If either party becomes insolvent; or enters into any kind of composition, scheme of arrangement, compromise or arrangement involving that party and its respective creditors generally (or any className of them) save for the purposes of a bona fide company reorganization; or is unable to pay its debts; or is the subject of an order for the seizure of the assets or a substantial part thereof of that party made by any court having jurisdiction.

7.3. We may terminate this Agreement at any time on written notice to you if you:

1. 7.3.1. fail to pay any sum due to us under this Agreement and such sum remains unpaid fourteen (14) days after its due date;
2. 7.3.2. cease to carry on business;
3. 7.3.3. undergo any material change in your shareholding control; or
4. 7.3.4. undertake or authorize any act or omission which may reasonably be considered by us to jeopardize any of our rights and/or our licensors in Survaey or any part thereof including making or allowing to be made any unauthorized copy of Survaey platform or any part thereof and/or imparting or divulging the contents of Survaey or any part thereof to a third party without our prior written consent.

7.4. Upon the expiry or termination of this Agreement:

1. 7.4.1 The license granted at clause 7.1 terminates and your Client Account shall no longer be accessible by you and/or any Permitted User;
2. 7.4.2 You will lose access to the Survaey and (after 30 days) stored User Content which we reserve the right to dispose of.

7.5. We reserve the right to retain, maintain, archive, protect, use, or store User Content as we may deem reasonable or necessary to fulfill any legal requirement, as may be required for our internal business purposes, or in protecting such business or interests until the data is deleted in accordance with these Terms.

7.6. You acknowledge and agree that in the event of early termination of the Agreement, no refunds shall be payable where a service is deemed to have begun and is, for all intents and purposes, underway.

8.1. In no event shall Imaginaery Ltd, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use, or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence), or any other legal theory, whether or not we have been informed.

8.2 The Platform and all information, content, materials, products (including software), and other services included on or otherwise made available to you through the Platform are provided on an "as is" and "as available" basis, unless otherwise specified in writing. The Company makes no representations or warranties of any kind, express or implied, as to the operation of the Platform or the information, content, materials, products (including software), or other services included on or otherwise made available to you through the Platform, unless otherwise specified in writing. You expressly agree that your use of the Platform is at your sole risk.

8.3 Imaginaery Ltd and its subsidiaries, affiliates, and licensors do not warrant that:

8.4 You agree to indemnify and hold the Company, its affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Platform, your violation of these Terms, or your violation of any rights of another.

8.5. You expressly understand and agree that we and our licensors shall not be liable to you for:
8.5.1. any direct, indirect, special, incidental, or consequential loss or damage which may arise in respect of our Services, including the Survaey platform and/or its use or non-availability;
8.5.2. loss of profit, business revenue, goodwill, and anticipated savings;
8.5.3. any trading or other losses which you may incur as a result of use of or reliance upon any content;
8.5.4. any effect which use of the Survaey platform may have on any software you use;

8.6 Our Service may contain links to third-party web sites or services that are not owned or controlled by Imaginaery Ltd. As such, you acknowledge and accept as reasonable that (notwithstanding any other provision in this Agreement):
8.6.1. Imaginaery Ltd has no control over and assumes no responsibility for the content, privacy policies, or practices of any third-party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
8.6.2. You acknowledge and agree that Imaginaery Ltd shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such third-party web sites or services.
8.6.3 We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

8.7. The Company takes reasonable measures to protect the security of the data on the Platform and to prevent unauthorized access, use, alteration, or destruction of the data. However, no security system is impenetrable and the Company cannot guarantee the security of the data on the Platform.

8.8. Subject to the clauses above, our aggregate liability in respect of any loss or damage suffered by you and arising out of or in connection with the use of the Survaey platform shall not exceed the amount paid by you for License Fees in the 12 months preceding the date of any such claim in relation to the Agreement under which the loss or damage is determined to have occurred.

8.9. The User agrees to indemnify and hold the Company, its affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of the User's use of the Platform, their violation of these Terms, or their violation of any rights of another.

8.10. The Company shall not be liable for any failure to perform its obligations under these Terms if such failure is as a result of Acts of God (such as, but not limited to, fires, floods, earthquakes, storms, hurricanes, etc.), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor dispute, strike, lockout, or interruption or failure of electricity or telephone service.

9.1. You agree that we can publicize you as a customer within our websites, customer presentations, and sales collateral, and you may publicize your use of our Services within your websites, customer presentations, and sales collateral provided we have given our consent (such consent not to be unreasonably withheld).

9.2. We recognize that your User Content may include commercially sensitive Confidential Information, which is very important to your business. As part of the Agreement, it is likely that we will also provide you with Confidential Information which is commercially sensitive for us (including our price lists and methodology). Each party may be given access to Confidential Information from the other in order to perform our respective obligations under this Agreement. Such Confidential Information shall not include information that:
9.2.1. is or becomes publicly known other than through any act or omission of the receiving party;
9.2.2. was in the other party’s lawful possession before the disclosure;
9.2.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
9.2.4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
9.2.5. is required to be disclosed by law, by any court of competent jurisdiction, or by any regulatory or administrative body.

9.3. Each of you and us shall:
9.3.1. hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement; and;
9.3.2. take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed in violation of the terms of this Agreement.

9.4. The Company will retain account information for a period of 30 days from the date of account closure, after which it will be deleted from the Platform.

9.5. The Company will retain any other data collected in accordance with our Privacy Policy.

11.1. Our use of Personal Data (including in relation to our marketing policy) is set out in our Privacy Policy. By entering into this Agreement, you acknowledge receipt of the same. If you have not received a copy of our Privacy Policy, please contact us so that we can send you a copy, and read it before you enter into this Agreement with us.

11.2. To the extent that we use any Personal Data for marketing purposes, we are acting as a Controller. We are relying on the lawful basis of legitimate interest in order to contact you and Permitted Users with information about updates to our services and the functionality of the Survaey platform. We might also send you information about related third-party goods or services which we think might be of interest to you.

11.3. You may opt out of our marketing policy at any time, and we will not send any marketing to you or to any Permitted Users. If you would like to do so, please send an email to hello@survaey.io. When you give us the contact details of your Permitted Users, we will also send them an email with our Privacy Policy attached and giving them the option to opt out of any further marketing emails. Any further marketing communications sent by us will always include the option to opt out.

12.1. Any Intellectual Property Rights (IPR) which you provide (or any User provides) to us (and which is owned or licensed by you from a third party), whether trademarks, brand names, logo, house-style, or other specifications and any access to any software or other services (any such IPR, "Client IPR"), shall remain vested in you (or where relevant, your licensors). Nothing in this Agreement shall confer on us any right, title, or interest in any of the Client IPR other than the rights of use specifically set out in clause 11.2 below.

12.2. You hereby grant us a royalty-free license to use (and permit our employees and sub-contractors to use) the Client IPR for the purposes of providing our Services ("Client IPR License").

12.3. In respect of the Client IPR you:

12.3.1. represent and warrant that you have the rights, power, and authority necessary to grant us the Client IPR License and that any use by us (or our employees or sub-contractors) in accordance with the Client IPR License shall not infringe any third-party rights, including any IPR; and

12.3.2. hereby indemnify us and agree to keep us indemnified upon demand in full, against any damages, losses, and/or expenses (including reasonable legal expenses) suffered or incurred by us as a result of a breach of clause 11.3.1 by you.

12.4. Any Intellectual Property Rights (IPR) which we provide or make accessible to you or any User (including the Survaey platform and any source code in the Survaey platform, any IPR created as part of any customization and/or configuration of the Survaey platform, and any trademarks, brand names, and/or other distinctive get-up which may be included in the Survaey platform (altogether, the "Survaey IPR")) shall remain vested in us (or where relevant, our licensors). Nothing in this Agreement shall confer on you (or anyone else) any right, title, or interest in any of the Survaey IPR other than the rights of use specifically set out herein.

12.5. We warrant that your use of the Survaey IPR if used in accordance with this Agreement will not breach the Intellectual Property Rights (IPR) of any third party (within the Territory) and agree to indemnify you (subject to clause 11.6) against any damage suffered by you as a direct result of a breach of this clause 12.5 provided this clause shall not apply where the claim in question is attributable to:

12.5.1. use of the Survaey IPR (or any part thereof) by you other than in accordance with the terms of this Agreement;

12.5.2. use of the Survaey platform in combination with software not approved in writing by us;

12.5.3. use of a release other than the then current release of the Survaey platform;

12.5.4. modification of the Survaey platform not approved in writing by us; and/or

12.5.5. compliance with your specifications or instructions.

12.6. Clause 12.5 is conditional upon:

12.6.1. you notifying us in writing, as soon as reasonably practicable, of any infringement claim;

12.6.2. you not making any admission as to liability or compromise or agreeing to any settlement of any infringement claim without our prior written consent;

12.6.3. us having, at our own expense, the conduct of or the right to settle all negotiations and litigation arising from any infringement claim;

12.6.4. you providing us with all reasonable assistance in connection with any such claim and such litigation at our request and expense; and

12.6.5. your taking all reasonable steps to mitigate any damages or losses which may be suffered by you.

12.7. If any infringement claim is made, or in our reasonable opinion is likely to be made, against you, we may at our sole option and expense:

12.7.1. procure for you the right to continue using the Survaey IPR in accordance with the terms of this Agreement;

12.7.2. modify the Survaey IPR so that it ceases to be infringing;

12.7.3. replace the Survaey platform with non-infringing software; or

12.7.4. terminate this Agreement immediately by notice in writing to you and refund any of the License Fees paid by you under this Agreement as at the date of termination (less a reasonable sum in respect of your use of the Survaey platform to the date of termination).

12.8. Unless you have agreed otherwise in writing with us, nothing in this Agreement gives you a right to use any of our or our licensors' trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within the Survaey platform.

13.1. We shall provide you with the support services described more fully in the Proposal Summary (if any), such services, the "Support Services".

13.2. Unless otherwise agreed, the Support Services shall only be provided on Business Days; and we make no guarantees or representations as to how quickly we might respond to any correspondence submitted or other communications from you.

14.1. While we are happy to discuss the functionality of the Survaey platform, you acknowledge and agree that it is up to you to decide if the software is right for you and how you can best implement it in your business (in accordance with any licence we grant under this Agreement). As such, you acknowledge and agree that you are responsible for (and we accept no liability in respect of):

1. 14.1.1 the selection of the Survaey platform to achieve your intended purpose and for determining the appropriate use to be made of the Survaey platform within your business;
2. 14.1.2 the selection and use of results obtained from the Survaey platform;
3. 14.1.3 ensuring that your equipment is suitable for using the Survaey platform;
4. 14.1.4 ensuring that your personnel are sufficiently trained to operate the Survaey platform in a proper manner (and in accordance with these Terms) and have attended any recommended training courses which we have agreed to provide as part of our Services; and
5. 14.1.5 ensuring that your use of the Survaey platform is in accordance with all applicable laws, regulations and codes of conduct in force from time to time.

14.2. You agree:

1. 14.2.1 to act in good faith at all times in your dealings with us, including carrying out testing and providing approvals in a timely manner and consistent with any schedule agreed between you and us; and
2. 14.2.2 promptly to provide us (and our employees, representatives, agents and sub-contractors) with:

14.2.3. such full, up-to-date and accurate information as we may from time to time require for the implementation and provision of our Services to you; and

14.2.4. such access to any premises, systems, networks and/or anything else we might reasonably require in order to provide our Services to you.

14.3. We have been able to offer you the prices quoted to you along with the agreed payment terms on the basis that you will comply with your obligations under this clause 13. If the Commencement Date agreed between you and us is delayed by more than 14 days and such delay is directly or materially attributable to your actions or omissions (or those of your staff), notwithstanding any other provisions herein, the Balance Payment shall become payable by you to us in full cleared sums, within 14 days' of written notice from us.

14.4. While we will retain your User Content in accordance with this Agreement, you acknowledge and agree that the Survaey platform is not intended to act as a back-up service. As such, save as provided herein, we exclude liability for any loss of data or error. You are responsible for backing up your User Content regularly to prevent any loss of information.

15.1 The Company shall not be liable for any failure to perform its obligations under these Terms if such failure is as a result of Acts of God (such as, but not limited to, fires, floods, earthquakes, storms, hurricanes, etc.), war, invasion, act of foreign enemies, hostilities (regardless of whether war is declared), civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalisation, government sanction, blockage, embargo, labor dispute, strike, lockout or interruption or failure of electricity or telephone service.

16.1. These Terms constitute the entire agreement between you and the Company regarding the use of the Platform. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

16.2. The company reserves the right to modify these terms and conditions at any time, so please review it frequently. If we make changes to these terms, we will notify you by email or by posting a notice on our website before the changes become effective. Your continued use of the Platform following any changes to these terms indicates your acceptance of the new terms.

16.3. You agree to comply with all applicable laws, regulations, and ordinances in connection with your use of the Platform. You further agree to comply with all export laws and regulations of England & Wales and any other applicable jurisdiction in connection with your use of the Platform.

16.4 The Company respects your privacy and is committed to protecting your personal information. Our privacy policy, which is available on our website, explains how we collect, use, and share your personal information. By using the Platform, you acknowledge that you have read and understand our privacy policy and consent to the collection, use, and sharing of your personal information as described in the policy.

16.5. By using the Platform, you acknowledge that you have read and understand these Terms and agree to be bound by them.

16.6. The Company is committed to compliance with the General Data Protection Regulation (GDPR) and will take all necessary steps to ensure that personal data is collected, processed, and stored in compliance with GDPR.

16.7. If you have any concerns or questions regarding GDPR compliance, please contact the Company's Data Protection Officer at hello@survaey.io

16.8. By using the Platform, you agree to be bound by these terms and conditions. If you do not agree to these terms and conditions, you may not use the Platform.

16.9. You shall comply with all export laws and regulations of England & Wales and any other applicable jurisdiction in connection with your use of the Platform and shall not export or re-export the Platform or any direct product thereof in violation of any such laws or regulations.

16.10. Nothing contained in these terms and conditions shall be deemed to constitute a partnership or joint venture between you and the Company.

16.11. You may not assign your rights or obligations under these terms and conditions without the prior written consent of the Company. The Company may assign these terms and conditions or any of its rights or obligations hereunder without notice to you and without your consent.

16.12. The Company reserves the right to modify these terms and conditions at any time, so please review it frequently. If we make changes to these terms, we will notify you by email or by posting a notice on our website before the changes become effective. Your continued use of the Platform following any changes to these terms indicates your acceptance of the new terms.

16.13. By using the Platform, you acknowledge that you have read and understand these terms and conditions and agree to be bound by them. If you do not agree to these terms and conditions, you may not use the Platform.

16.14. If you have any questions about these terms and conditions, please contact the Company at hello@survaey.io

16.15. The Company welcomes feedback, comments, and suggestions for improving the Platform. You can provide feedback by contacting us at hello@survaey.io

These terms and your use of the platform shall be governed by and construed in accordance with the laws of England & Wales, without giving effect to any principles of conflicts of law.