1.1 Esoft International A/S, Scandiagade 8, 6., DK-2450 København SV, Denmark, CVR-no. 43 44 31 86, (“Esoft“) offers a range of software solutions and media based marketing tools which is primarily used by real estate agents to market, sell and rent properties around the world. 1.2. Imagelife is a software as a service platform available at any time at https://imagelife.app/ ("Imagelife"). Imagelife and any rights therein has been developed and is fully owned and operated by Esoft. Imagelife is an online global platform that allows users/customers to purchase automatic and/or manually performed editing options, editing plans, and editing procedures and other services available from time to time via Imagelife ("Services").
1.3 These general terms and conditions ("Terms and Conditions") are issued by Esoft and apply to any use of Imagelife.
2. Use of Imagelife
2.1 To purchase Services via Imagelife, users (each a "Customer") are required to create a user profile. To create a user profile, the Customer must provide information as required on Imagelife from time-to-time and must confirm to have read, understood, and accepted these Terms and Conditions.
2.2 Only residents of countries where Esoft offers access to Imagelife are eligible to create a user profile and use Imagelife, and each Customer shall be prohibited from creating more than one user profile.
2.3 Upon creation of a user profile, each Customer is granted a personal, non-exclusive, non-transferable, non-sublicensable and limited license to use Imagelife for the Customer’s own use and subject to these Terms and Conditions.
2.4 The license granted in section 2.3 does not entitle the Customer to:
(a) use Imagelife for any other purpose than purchasing the Services and storage and transfer of Input Data and Output Data in relation to Services;
(b) disclose, reproduce, distribute, modify, or create derivative works of Imagelife or the Services; or
(c) decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of Imagelife.
2.5 The Customer’s user profile is personal and may not be transferred to or shared with any third party. The Customer is not allowed to share the Customer’s account ID or password with any other person or entity and shall at all times safeguard and maintain confidentiality with respect to Customer’s personal account ID and password.
2.6 The Customer must use Imagelife in accordance with applicable law, the purposes for which Imagelife was designed and any instructions from Esoft and must not carry out any action that could damage, disable or overload Imagelife, or that could harm the interests or rights of Esoft or any third parties.
3. Maintenance and support
3.1 Esoft determines, at its sole discretion, the content, appearance, design, functionality and all other aspects of Imagelife and the Service’s provided and Esoft may at its sole discretion decide to implement upgrades, new versions or corrections to Imagelife, including cessation of functionality, and the Services.
3.2 Esoft may without notice to Customers temporarily suspend Imagelife and the offering of Services, fully or partially, including when suspension is required due to maintenance or updates and upgrades to Imagelife or the Services.
3.3 Esoft is entitled to discontinue access to Imagelife and the Services without notice where this is due to extraordinary circumstances, including unauthorised use of Imagelife, rectification of significant errors, and security incidents and updates.
3.4 Contact details for support, updates and other matters relating to the operation of Imagelife and provision of the Services are:
4.1 Esoft and the Customer shall be deemed to have entered into a binding agreement regarding the purchase of Services upon the Customer’s receipt of a written order confirmation from Esoft. Confirmed orders ("Orders") are subject to these Terms and Conditions and any additional terms and specifications listed under each of the Services available from time to time via Imagelife.
4.2 Esoft shall deliver Orders in accordance with clause 7.1 and the delivery time specified for each Service available on Imagelife. Delivery times shall be regarded as best estimates, and a delay does not in itself constitute a breach of contract.
4.3 The Customer shall procure that the Photo Output (as defined below) is inspected immediately after receipt and shall promptly notify Esoft in writing of any errors and defects. In these Terms and Conditions, "errors" or "defects" means objectively ascertainable and specific technical errors and defects in the Photo Output and does not include the Customer’s general dissatisfaction or request for changes to the Photo Output.
4.4 In the event of any errors or defects, ref. clause 4.3, the remedies of the Customer are limited to, at Esoft's option, replacement or repair of all or part of the Photo Output within 12 hours from receipt of the Customer's notification, or refund of the price agreed under each Order in the form of a virtual credit voucher issued by Esoft and offered to the Customer through Imagelife.
4.5 The Customer may request changes to the Photo Output by submitting change instructions to Esoft within 30 days from delivery. Esoft offers to complete such changes in accordance with the Customer’s change instructions within 24 hours from, and at an hourly rate specified by Esoft in, Esoft's confirmation of receipt of the Customer's change instructions.
5. Sub-contractors
5.1 Esoft is entitled to engage sub-contractors, including with respect to manual photo editing, software development and maintenance, hosting, and other technical assistance, for any part of Esoft's operation of Imagelife and/or performance of its obligations under each Order.
5.2 Sub-contractors, ref. clause 5.1, can be third-parties or any of Esoft's subsidiaries or affiliated companies; in both cases located in any part of the world.
6. Photo input
6.1 The photos, floorplans, or any other material ("Photo Input") which shall be the subject of Services shall under each Order be uploaded by the Customer to Imagelife in accordance with the specification of the selected Services and instructions provided on Imagelife from time-to-time.
6.2 Photo Input is available to Customer via Imagelife for fifteen (15) days following the day it was uploaded. Hereafter, Photo Input is no longer available to the Customer via Imagelife.
6.3 Except as otherwise provided in the specification of specific Services or instructions provided on Imagelife from time-to-time, Photo Input must meet the following technical requirements:
(a) Floorplans must be uploaded in PDF or JPG file format and
(b) Photos must be uploaded in 3-5 Ambient DNG, RAW, or JPG file format
6.4 Upon Customer uploading Photo Input to Imagelife, Customer grants to Esoft a worldwide, non-exclusive, royalty-free, sublicensable, time-limited right to store, use, and transfer Photo Input to the extent necessary for Esoft to perform its obligations under each Order. Additionally, Customer grants to Esoft a worldwide, non-exclusive, royalty-free, sublicensable right, limited in duration in accordance with clause 6.9, to use the Photo Input to improve the operational capability of Imagelife, including but not limited to using the Photo Input as training material for Esoft's artificial intelligence engine. For the avoidance of doubt any knowledge, improvements or material derived from such training shall not be subject to Customer's intellectual property rights, and Esoft may use this freely and indefinitely. Furthermore, Customer grants to Esoft a worldwide, non-exclusive, royalty-free, sublicensable right for the term set out in clause 6.9, to use and publish Photo Input for illustrating the functionally, quality and editing services of Imagelife and for marketing purposes. If the Customer is not in whole or in part entitled to grant to Esoft the right to use and publish Photo Input for such purposes, the Customer must notify Esoft via email at support@Imagelife.app before placing the relevant Order.
6.5 Esoft may in its sole discretion and without notice to Customer sublicense the right specified in clause 6.4 to its sub-contractors, including marketing via such sub-contractors websites, provided that Esoft maintains the right to dispose of the Photo Input and to instruct the sub-contractor in the sub-contractor's use of the Photo Input.
6.6 The rights granted, ref. clause 6.4 and 6.5, includes right for Esoft and its sub-contractors to;
(a) host, store, transfer, display, perform, copy, distribute, and use Photo Input in any way, in whole or in part, and in original or amended form, as necessary to perform its obligations under each Order; and
(b) modify, amend, change, and create derivative works of the Photo Input, as necessary to perform its obligations under each Order, to improve the operational capability of Imagelife and to use and publish the Photo Input for illustrating the functionally, quality and editing services of Imagelife and for marketing purposes for the term specified in clause 6.9.
6.7 Except as permitted in this clause 6, Esoft may not use the Photo Input for any other purpose without the Customer’s written consent.
6.8 Customer is solely responsible for Photo Input, which the Customer uploads to Imagelife, and Customer warrants that:
(a) Customer is the creator and owner of, or have the necessary licenses, rights, consents, and/or permissions, to store and upload the Photo Input to Imagelife and grant to Esoft the license set out in clauses 6.4-6.7;
(b) Customer’s upload of the Photo Input to Imagelife and grant to Esoft of the license set out in clauses 6.4-6.7 and Esoft's storage, use and transfer of the Photo Input in accordance with the license set out in sections 6.4-6.7 do not and will not 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 right or proprietary right or slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person;
(c) Esoft’s storage, use and transfer of the Photo Input in accordance with the license set out in sections 6.4-6.7, will not cause Esoft to infringe any law or regulation.
6.9 Esoft may, but shall not be obligated to, store Photo Input uploaded via Imagelife for the remaining calendar year and an additional thirty-six (36) months after the delivery of Photo Output under each Order.
7. Photo output
7.1 Photo Input which has been subject to Services under an Order ("Photo Output") are delivered and made available to Customer via Imagelife for fifteen (15) days from delivery. Hereafter, Photo Input is no longer available to the Customer via Imagelife. In order to download and distribute Photo Output from Imagelife, Customer’s device and internet connection must fulfil the technical requirements provided on Imagelife from time-to-time.
7.2 Upon delivery of the Photo Output to Customer, Esoft grants and assigns to Customer all rights, title, and interest in and to the Photo Output created under an Order. Customer shall have the full and exclusive right to use, reproduce, distribute, modify, display, and create derivative works from the Photo Output, without any further obligations to Esoft.
7.3 Notwithstanding clause 7.2, Esoft retains a worldwide, non-exclusive, royalty-free, sublicensable right, limited in duration in accordance with clause 7.6, to use the Photo Output to improve the operational capability of Imagelife, including but not limited to using the Photo Output as training material for Esoft's artificial intelligence engine. For the avoidance of doubt any knowledge, improvements or material derived from such training shall not be subject to Customer's intellectual property rights, and Esoft may use this freely and indefinitely. Additionally, Esoft retains a worldwide, non-exclusive, royalty-free, sublicensable right, for the term set out in clause 7.6, to use and publish the Photo Output for illustrating the functionally, quality and editing services of Imagelife and for marketing purposes.
7.4 Esoft may in its sole discretion and without notice to Customer sublicense the right, limited to use for the purposes, specified in clause 7.3 to its sub-contractors, including marketing via such sub-contractors websites, provided that Esoft maintains the right to dispose of the Photo Output and to instruct the sub-contractor in the sub-contractor's use of the Photo Output.
7.5 Except as permitted in this clause 7, Esoft may not use the Photo Output for any other purpose without the Customer’s written consent.
7.6 Esoft may, but shall not be obligated to, store Photo Output uploaded via Imagelife for the remaining calendar year and an additional 36 months after the delivery of such Photo Output under each Order.
8. Price and payment
8.1 The price for each Service is specified on Imagelife.
8.2 All prices are in US Dollars excluding VAT, taxes, duties and fees, etc. Esoft may adjust prices from time to time without notice to Customer.
8.3 Esoft accepts only upfront payment via Imagelife by the credit card options available at the ordering page of Imagelife from time to time or with any virtual currency (“Credits”) issued by Esoft and offered to Customers on Imagelife.
8.4 Credits issued by Esoft and offered to Customers from time to time are transferred to and stored in Customers' virtual wallet accessible via Customers' user profile at ImgaeLife.
8.5 The use of Credits as a mean of payment is at Customer’s own risk and account and the value of Credits is not adjusted if prices of or other costs in relation to the Services increases. Esoft is not under any circumstances obligated to change Credits into USD or any other currency and/or to pay out (changed) Credits to Customers.
9. Amendment to the terms and conditions and services
9.1 Esoft may in its sole discretion and without prior notice to Customer amend or supplement these Terms and Conditions. Any such changes shall only apply to purchases made after the effective date of the relevant changes.
9.2 Esoft may in its sole discretion and without prior notice to Customers add, remove, amend, or modify Services from Imagelife. Any such changes shall only apply to purchases made after the effective date of the relevant changes.
10. Intellectual property rights to Imagelife
10.1 Esoft owns and acquires all rights in and to Imagelife, including, without limitation, copyright, patent, design, database, trademark rights, and any other intellectual property rights. Imagelife, including but not limited to software, code, forms, text, visual interfaces, graphics, design, compilation, and trademarks, service marks, or logos contained therein, and all other elements of Imagelife, are owned by or licensed to Esoft. Customer acknowledges and agree that their use of Imagelife is limited to the rights expressly granted to them under these Terms and Conditions
10.2 Customer may not alter, resell or sublicense Imagelife. Customer shall not reverse engineer Imagelife in part or whole.
Customer shall not use or access Imagelife to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions or graphics of the Services, (iii) make derivative works based upon the Services or Imagelife’s data or (iv) copy or share with any non-customer not bound by these Terms and Conditions any features, functions or graphics of the Services or Imagelife’s data, either electronic or physical.
11. Rights to data
11.1 Customer exclusively owns data that Customer shares or stores in connection with Customer’s use of Imagelife. However, Esoft is - subject to compliance with applicable regulations and these Terms and Conditions - entitled to use, store, copy, modify, compile and otherwise utilise data pertaining to the Photo Input and Photo Output, including meta data, in Esoft’s efforts to make Imagelife available and to provide the Services to Customer and/or to improve the operational capability of Imagelife, which includes, but is not limited to, using the Photo Input and Photo Output as training material for Esoft's artificial intelligence engine. For the voidance of doubt any knowledge, improvements or material derived from such training on Customer data shall not be subject to Customer's intellectual property rights, and Esoft may use this freely and indefinitely.
11.2 Esoft and its sub-contractors may aggregate anonymous statistical data, including but not limited to use and functioning of Imagelife, for various marketing and internal activities to improve Imagelife. Such aggregated statistical data will be the sole property of Esoft.
12. Data protection and personal data
12.1 Esoft collects and processes personal data in accordance with applicable data protection laws and Esoft's privacy and cookie policies, which can be found on Imagelife via this link: https://v2.imagelife.app/privacy-policy.
13. Term and termination
13.1 These Terms and Conditions shall continue to apply to Customer for as long as Customer has a user profile.
13.2 Either Party may terminate Customer's user profile for convenience at any time and for any reason with immediate effect.
13.3 In case of termination, Customer's user profile and user ID and password are deleted. Except in case of Customer's termination of Customer’s user profile due to Esoft’s breach of an Order or the Terms and Conditions, Customer will not be entitled to any Credits in Customers' virtual wallet on Imagelife or other pre-paid services or support previously purchased.
13.4 Except in case of Esoft's termination of Customer’s user profile due to Customer’s breach of an Order or the Terms and Conditions, termination of Customer’s user profile shall not have any effect on the Parties obligations with respect to pending Orders agreed prior to such termination, and Customer shall maintain access to its user profile until delivery of such Orders.
13.5 Notwithstanding clause 13.1-13.4, Esoft is entitled to invoke any other remedies, including, but not limited to, the right to claim damages, available under Danish law in case of Customer’s breach of an Order or these Terms and Conditions.
14. Disclaimer
14.1 The Services are delivered "as is" and on Esoft's best-efforts and Esoft makes no warranty or representation, express or implied, including as to the availability of Services, Services fulfilment of/compatibility with Customer’s needs, or the visual, technical, or other aspects of the Photo Output.
14.2 Esoft makes no guarantee with respect to the ongoing availability or against a certain level of downtime of Imagelife.
14.3 Esoft disclaims any other warranty, whether statutory, express or implied to the fullest extent permitted by applicable law.
15. Liability
15.1 To the furthest extent permitted by applicable law, Customer shall indemnify and hold Esoft and any of its subsidiaries, affiliates or sub-contractors harmless from any damages, costs, expenses, or other liabilities incurred by Esoft, including claims from any third parties against Esoft, as a result of Customer's use of Imagelife, purchase of Services, or Customer's breach of contract.
15.2 Neither Party shall be liable for indirect losses, including, but not limited to, operating losses, loss of profit, loss of goodwill, or loss of data or any punitive, incidental, or consequential damages.
15.3 Esoft's total aggregate liability can in no event exceed the lower of (i) the sum of payments received from Customer under the Order in question, or (ii) USD 10,000.
16. Force majeure
16.1 In the event a Party is rendered unable to perform all or part of its obligations under an Order for any reason beyond the control of such Party, including industrial disputes, strikes, lockouts, riots, mobs, fires, floods, wars declared or undeclared, civil strife, embargo, delivery delays, defects or short-ages of raw materials from suppliers, pandemics, power shortages, currency or other restrictions caused by reason of laws, regulations or orders by any government, government agency or instrumentality, or lack of deliveries from suppliers or sub-suppliers caused by any of the circumstances mentioned above, then the performance of the obligation shall be excused during the continuance of the inability so caused, but such inability shall as far as possible be remedied as soon as reasonably possible.
16.2 If an event of force majeure, ref. clause 16.1, has continued for more than six (6) months, either Party shall be entitled to terminate the Order in question without thereby incurring any obligation whatsoever in favour of the other Party.
17. Sanctions and export restrictions
17.1 Either Party shall at all times in performing its obligations under these Terms and Conditions and an Order comply with, and not become exposed to, penalties under EU and/or US trade sanctions and export restrictions and shall not undertake any action that causes the other Party to be in breach of EU and/or US sanctions and export restrictions.
18. Survival
18.1 Provisions of these Terms and Conditions, which by their express or implied terms extend beyond the termination of Customer's user profile shall survive termination of Customer's user profile and shall continue in full force and effect after such termination.
19. Governing law and venue
19.1 The Agreement is governed by the laws of Denmark without giving effect to any Danish rules on conflicts of laws that may require the application of laws of another jurisdiction.
19.2 Any dispute arising out of or in connection with this contract, including any disputes regarding its existence, validity, or termination, shall be finally settled by by the Danish courts in the jurisdiction in which Esoft’s headquarters is located.
1. Introduction
1.1 Esoft International A/S, Scandiagade 8, 6., DK-2450 København SV, Denmark, CVR-no. 43 44 31 86, (“Esoft“) offers a range of software solutions and media based marketing tools which is primarily used by real estate agents to market, sell and rent properties around the world. 1.2. Imagelife is a software as a service platform available at any time at https://imagelife.app/ ("Imagelife"). Imagelife and any rights therein has been developed and is fully owned and operated by Esoft. Imagelife is an online global platform that allows users/customers to purchase automatic and/or manually performed editing options, editing plans, and editing procedures and other services available from time to time via Imagelife ("Services").
1.3 These general terms and conditions ("Terms and Conditions") are issued by Esoft and apply to any use of Imagelife.
2. Use of Imagelife
2.1 To purchase Services via Imagelife, users (each a "Customer") are required to create a user profile. To create a user profile, the Customer must provide information as required on Imagelife from time-to-time and must confirm to have read, understood, and accepted these Terms and Conditions.
2.2 Only residents of countries where Esoft offers access to Imagelife are eligible to create a user profile and use Imagelife, and each Customer shall be prohibited from creating more than one user profile.
2.3 Upon creation of a user profile, each Customer is granted a personal, non-exclusive, non-transferable, non-sublicensable and limited license to use Imagelife for the Customer’s own use and subject to these Terms and Conditions.
2.4 The license granted in section 2.3 does not entitle the Customer to:
(a) use Imagelife for any other purpose than purchasing the Services and storage and transfer of Input Data and Output Data in relation to Services; (b) disclose, reproduce, distribute, modify, or create derivative works of Imagelife or the Services; or
(c) decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of Imagelife.
2.5 The Customer’s user profile is personal and may not be transferred to or shared with any third party. The Customer is not allowed to share the Customer’s account ID or password with any other person or entity and shall at all times safeguard and maintain confidentiality with respect to Customer’s personal account ID and password.
2.6 The Customer must use Imagelife in accordance with applicable law, the purposes for which Imagelife was designed and any instructions from Esoft and must not carry out any action that could damage, disable or overload Imagelife, or that could harm the interests or rights of Esoft or any third parties.
3. Maintenance and support
3.1 Esoft determines, at its sole discretion, the content, appearance, design, functionality and all other aspects of Imagelife and the Service’s provided and Esoft may at its sole discretion decide to implement upgrades, new versions or corrections to Imagelife, including cessation of functionality, and the Services.
3.2 Esoft may without notice to Customers temporarily suspend Imagelife and the offering of Services, fully or partially, including when suspension is required due to maintenance or updates and upgrades to Imagelife or the Services.
3.3 Esoft is entitled to discontinue access to Imagelife and the Services without notice where this is due to extraordinary circumstances, including unauthorised use of Imagelife, rectification of significant errors, and security incidents and updates.
3.4 Contact details for support, updates and other matters relating to the operation of Imagelife and provision of the Services are:
4.1 Esoft and the Customer shall be deemed to have entered into a binding agreement regarding the purchase of Services upon the Customer’s receipt of a written order confirmation from Esoft. Confirmed orders ("Orders") are subject to these Terms and Conditions and any additional terms and specifications listed under each of the Services available from time to time via Imagelife.
4.2 Esoft shall deliver Orders in accordance with clause 7.1 and the delivery time specified for each Service available on Imagelife. Delivery times shall be regarded as best estimates, and a delay does not in itself constitute a breach of contract.
4.3 The Customer shall procure that the Photo Output (as defined below) is inspected immediately after receipt and shall promptly notify Esoft in writing of any errors and defects. In these Terms and Conditions, "errors" or "defects" means objectively ascertainable and specific technical errors and defects in the Photo Output and does not include the Customer’s general dissatisfaction or request for changes to the Photo Output.
4.4 In the event of any errors or defects, ref. clause 4.3, the remedies of the Customer are limited to, at Esoft's option, replacement or repair of all or part of the Photo Output within 12 hours from receipt of the Customer's notification, or refund of the price agreed under each Order in the form of a virtual credit voucher issued by Esoft and offered to the Customer through Imagelife.
4.5 The Customer may request changes to the Photo Output by submitting change instructions to Esoft within 30 days from delivery. Esoft offers to complete such changes in accordance with the Customer’s change instructions within 24 hours from, and at an hourly rate specified by Esoft in, Esoft's confirmation of receipt of the Customer's change instructions.
5. Sub-contractors
5.1 Esoft is entitled to engage sub-contractors, including with respect to manual photo editing, software development and maintenance, hosting, and other technical assistance, for any part of Esoft's operation of Imagelife and/or performance of its obligations under each Order.
5.2 Sub-contractors, ref. clause 5.1, can be third-parties or any of Esoft's subsidiaries or affiliated companies; in both cases located in any part of the world.
6. Photo input
6.1 The photos, floorplans, or any other material ("Photo Input") which shall be the subject of Services shall under each Order be uploaded by the Customer to Imagelife in accordance with the specification of the selected Services and instructions provided on Imagelife from time-to-time.
6.2 Photo Input is available to Customer via Imagelife for fifteen (15) days following the day it was uploaded. Hereafter, Photo Input is no longer available to the Customer via Imagelife.
6.3 Except as otherwise provided in the specification of specific Services or instructions provided on Imagelife from time-to-time, Photo Input must meet the following technical requirements:
(a) Floorplans must be uploaded in PDF or JPG file format and
(b) Photos must be uploaded in 3-5 Ambient DNG, RAW, or JPG file format
6.4 Upon Customer uploading Photo Input to Imagelife, Customer grants to Esoft a worldwide, non-exclusive, royalty-free, sublicensable, time-limited right to store, use, and transfer Photo Input to the extent necessary for Esoft to perform its obligations under each Order. Additionally, Customer grants to Esoft a worldwide, non-exclusive, royalty-free, sublicensable right, limited in duration in accordance with clause 6.9, to use the Photo Input to improve the operational capability of Imagelife, including but not limited to using the Photo Input as training material for Esoft's artificial intelligence engine. For the avoidance of doubt any knowledge, improvements or material derived from such training shall not be subject to Customer's intellectual property rights, and Esoft may use this freely and indefinitely. Furthermore, Customer grants to Esoft a worldwide, non-exclusive, royalty-free, sublicensable right for the term set out in clause 6.9, to use and publish Photo Input for illustrating the functionally, quality and editing services of Imagelife and for marketing purposes. If the Customer is not in whole or in part entitled to grant to Esoft the right to use and publish Photo Input for such purposes, the Customer must notify Esoft via email at support@Imagelife.app before placing the relevant Order.
6.5 Esoft may in its sole discretion and without notice to Customer sublicense the right specified in clause 6.4 to its sub-contractors, including marketing via such sub-contractors websites, provided that Esoft maintains the right to dispose of the Photo Input and to instruct the sub-contractor in the sub-contractor's use of the Photo Input.
6.6 The rights granted, ref. clause 6.4 and 6.5, includes right for Esoft and its sub-contractors to;
(a) host, store, transfer, display, perform, copy, distribute, and use Photo Input in any way, in whole or in part, and in original or amended form, as necessary to perform its obligations under each Order; and
(b) modify, amend, change, and create derivative works of the Photo Input, as necessary to perform its obligations under each Order, to improve the operational capability of Imagelife and to use and publish the Photo Input for illustrating the functionally, quality and editing services of Imagelife and for marketing purposes for the term specified in clause 6.9.
6.7 Except as permitted in this clause 6, Esoft may not use the Photo Input for any other purpose without the Customer’s written consent.
6.8 Customer is solely responsible for Photo Input, which the Customer uploads to Imagelife, and Customer warrants that:
(a) Customer is the creator and owner of, or have the necessary licenses, rights, consents, and/or permissions, to store and upload the Photo Input to Imagelife and grant to Esoft the license set out in clauses 6.4-6.7;
(b) Customer’s upload of the Photo Input to Imagelife and grant to Esoft of the license set out in clauses 6.4-6.7 and Esoft's storage, use and transfer of the Photo Input in accordance with the license set out in sections 6.4-6.7 do not and will not 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 right or proprietary right or slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person;
(c) Esoft’s storage, use and transfer of the Photo Input in accordance with the license set out in sections 6.4-6.7, will not cause Esoft to infringe any law or regulation.
6.9 Esoft may, but shall not be obligated to, store Photo Input uploaded via Imagelife for the remaining calendar year and an additional thirty-six (36) months after the delivery of Photo Output under each Order.
7. Photo output
7.1 Photo Input which has been subject to Services under an Order ("Photo Output") are delivered and made available to Customer via Imagelife for fifteen (15) days from delivery. Hereafter, Photo Input is no longer available to the Customer via Imagelife. In order to download and distribute Photo Output from Imagelife, Customer’s device and internet connection must fulfil the technical requirements provided on Imagelife from time-to-time.
7.2 Upon delivery of the Photo Output to Customer, Esoft grants and assigns to Customer all rights, title, and interest in and to the Photo Output created under an Order. Customer shall have the full and exclusive right to use, reproduce, distribute, modify, display, and create derivative works from the Photo Output, without any further obligations to Esoft.
7.3 Notwithstanding clause 7.2, Esoft retains a worldwide, non-exclusive, royalty-free, sublicensable right, limited in duration in accordance with clause 7.6, to use the Photo Output to improve the operational capability of Imagelife, including but not limited to using the Photo Output as training material for Esoft's artificial intelligence engine. For the avoidance of doubt any knowledge, improvements or material derived from such training shall not be subject to Customer's intellectual property rights, and Esoft may use this freely and indefinitely. Additionally, Esoft retains a worldwide, non-exclusive, royalty-free, sublicensable right, for the term set out in clause 7.6, to use and publish the Photo Output for illustrating the functionally, quality and editing services of Imagelife and for marketing purposes.
7.4 Esoft may in its sole discretion and without notice to Customer sublicense the right, limited to use for the purposes, specified in clause 7.3 to its sub-contractors, including marketing via such sub-contractors websites, provided that Esoft maintains the right to dispose of the Photo Output and to instruct the sub-contractor in the sub-contractor's use of the Photo Output.
7.5 Except as permitted in this clause 7, Esoft may not use the Photo Output for any other purpose without the Customer’s written consent.
7.6 Esoft may, but shall not be obligated to, store Photo Output uploaded via Imagelife for the remaining calendar year and an additional 36 months after the delivery of such Photo Output under each Order.
8. Price and payment
8.1 The price for each Service is specified on Imagelife.
8.2 All prices are in US Dollars excluding VAT, taxes, duties and fees, etc. Esoft may adjust prices from time to time without notice to Customer.
8.3 Esoft accepts only upfront payment via Imagelife by the credit card options available at the ordering page of Imagelife from time to time or with any virtual currency (“Credits”) issued by Esoft and offered to Customers on Imagelife.
8.4 Credits issued by Esoft and offered to Customers from time to time are transferred to and stored in Customers' virtual wallet accessible via Customers' user profile at ImgaeLife.
8.5 The use of Credits as a mean of payment is at Customer’s own risk and account and the value of Credits is not adjusted if prices of or other costs in relation to the Services increases. Esoft is not under any circumstances obligated to change Credits into USD or any other currency and/or to pay out (changed) Credits to Customers.
9. Amendment to the terms and conditions and services
9.1 Esoft may in its sole discretion and without prior notice to Customer amend or supplement these Terms and Conditions. Any such changes shall only apply to purchases made after the effective date of the relevant changes.
9.2 Esoft may in its sole discretion and without prior notice to Customers add, remove, amend, or modify Services from Imagelife. Any such changes shall only apply to purchases made after the effective date of the relevant changes.
10. Intellectual property rights to Imagelife
10.1 Esoft owns and acquires all rights in and to Imagelife, including, without limitation, copyright, patent, design, database, trademark rights, and any other intellectual property rights. Imagelife, including but not limited to software, code, forms, text, visual interfaces, graphics, design, compilation, and trademarks, service marks, or logos contained therein, and all other elements of Imagelife, are owned by or licensed to Esoft. Customer acknowledges and agree that their use of Imagelife is limited to the rights expressly granted to them under these Terms and Conditions
10.2 Customer may not alter, resell or sublicense Imagelife. Customer shall not reverse engineer Imagelife in part or whole.
Customer shall not use or access Imagelife to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions or graphics of the Services, (iii) make derivative works based upon the Services or Imagelife’s data or (iv) copy or share with any non-customer not bound by these Terms and Conditions any features, functions or graphics of the Services or Imagelife’s data, either electronic or physical.
11. Rights to data
11.1 Customer exclusively owns data that Customer shares or stores in connection with Customer’s use of Imagelife. However, Esoft is - subject to compliance with applicable regulations and these Terms and Conditions - entitled to use, store, copy, modify, compile and otherwise utilise data pertaining to the Photo Input and Photo Output, including meta data, in Esoft’s efforts to make Imagelife available and to provide the Services to Customer and/or to improve the operational capability of Imagelife, which includes, but is not limited to, using the Photo Input and Photo Output as training material for Esoft's artificial intelligence engine. For the voidance of doubt any knowledge, improvements or material derived from such training on Customer data shall not be subject to Customer's intellectual property rights, and Esoft may use this freely and indefinitely.
11.2 Esoft and its sub-contractors may aggregate anonymous statistical data, including but not limited to use and functioning of Imagelife, for various marketing and internal activities to improve Imagelife. Such aggregated statistical data will be the sole property of Esoft.
12. Data protection and personal data
12.1 Esoft collects and processes personal data in accordance with applicable data protection laws and Esoft's privacy and cookie policies, which can be found on Imagelife via this link: https://v2.imagelife.app/privacy-policy.
13. Term and termination
13.1 These Terms and Conditions shall continue to apply to Customer for as long as Customer has a user profile.
13.2 Either Party may terminate Customer's user profile for convenience at any time and for any reason with immediate effect.
13.3 In case of termination, Customer's user profile and user ID and password are deleted. Except in case of Customer's termination of Customer’s user profile due to Esoft’s breach of an Order or the Terms and Conditions, Customer will not be entitled to any Credits in Customers' virtual wallet on Imagelife or other pre-paid services or support previously purchased.
13.4 Except in case of Esoft's termination of Customer’s user profile due to Customer’s breach of an Order or the Terms and Conditions, termination of Customer’s user profile shall not have any effect on the Parties obligations with respect to pending Orders agreed prior to such termination, and Customer shall maintain access to its user profile until delivery of such Orders.
13.5 Notwithstanding clause 13.1-13.4, Esoft is entitled to invoke any other remedies, including, but not limited to, the right to claim damages, available under Danish law in case of Customer’s breach of an Order or these Terms and Conditions.
14. Disclaimer
14.1 The Services are delivered "as is" and on Esoft's best-efforts and Esoft makes no warranty or representation, express or implied, including as to the availability of Services, Services fulfilment of/compatibility with Customer’s needs, or the visual, technical, or other aspects of the Photo Output.
14.2 Esoft makes no guarantee with respect to the ongoing availability or against a certain level of downtime of Imagelife.
14.3 Esoft disclaims any other warranty, whether statutory, express or implied to the fullest extent permitted by applicable law.
15. Liability
15.1 To the furthest extent permitted by applicable law, Customer shall indemnify and hold Esoft and any of its subsidiaries, affiliates or sub-contractors harmless from any damages, costs, expenses, or other liabilities incurred by Esoft, including claims from any third parties against Esoft, as a result of Customer's use of Imagelife, purchase of Services, or Customer's breach of contract.
15.2 Neither Party shall be liable for indirect losses, including, but not limited to, operating losses, loss of profit, loss of goodwill, or loss of data or any punitive, incidental, or consequential damages.
15.3 Esoft's total aggregate liability can in no event exceed the lower of (i) the sum of payments received from Customer under the Order in question, or (ii) USD 10,000.
16. Force majeure
16.1 In the event a Party is rendered unable to perform all or part of its obligations under an Order for any reason beyond the control of such Party, including industrial disputes, strikes, lockouts, riots, mobs, fires, floods, wars declared or undeclared, civil strife, embargo, delivery delays, defects or short-ages of raw materials from suppliers, pandemics, power shortages, currency or other restrictions caused by reason of laws, regulations or orders by any government, government agency or instrumentality, or lack of deliveries from suppliers or sub-suppliers caused by any of the circumstances mentioned above, then the performance of the obligation shall be excused during the continuance of the inability so caused, but such inability shall as far as possible be remedied as soon as reasonably possible.
16.2 If an event of force majeure, ref. clause 16.1, has continued for more than six (6) months, either Party shall be entitled to terminate the Order in question without thereby incurring any obligation whatsoever in favour of the other Party.
17. Sanctions and export restrictions
17.1 Either Party shall at all times in performing its obligations under these Terms and Conditions and an Order comply with, and not become exposed to, penalties under EU and/or US trade sanctions and export restrictions and shall not undertake any action that causes the other Party to be in breach of EU and/or US sanctions and export restrictions.
18. Survival
18.1 Provisions of these Terms and Conditions, which by their express or implied terms extend beyond the termination of Customer's user profile shall survive termination of Customer's user profile and shall continue in full force and effect after such termination.
19. Governing law and venue
19.1 The Agreement is governed by the laws of Denmark without giving effect to any Danish rules on conflicts of laws that may require the application of laws of another jurisdiction.
19.2 Any dispute arising out of or in connection with this contract, including any disputes regarding its existence, validity, or termination, shall be finally settled by by the Danish courts in the jurisdiction in which Esoft’s headquarters is located.
1. Introduction
1.1 Esoft International A/S, Scandiagade 8, 6., DK-2450 København SV, Denmark, CVR-no. 43 44 31 86, (“Esoft“) offers a range of software solutions and media based marketing tools which is primarily used by real estate agents to market, sell and rent properties around the world. 1.2. Imagelife is a software as a service platform available at any time at https://imagelife.app/ ("Imagelife"). Imagelife and any rights therein has been developed and is fully owned and operated by Esoft. Imagelife is an online global platform that allows users/customers to purchase automatic and/or manually performed editing options, editing plans, and editing procedures and other services available from time to time via Imagelife ("Services").
1.3 These general terms and conditions ("Terms and Conditions") are issued by Esoft and apply to any use of Imagelife.
2. Use of Imagelife
2.1 To purchase Services via Imagelife, users (each a "Customer") are required to create a user profile. To create a user profile, the Customer must provide information as required on Imagelife from time-to-time and must confirm to have read, understood, and accepted these Terms and Conditions.
2.2 Only residents of countries where Esoft offers access to Imagelife are eligible to create a user profile and use Imagelife, and each Customer shall be prohibited from creating more than one user profile.
2.3 Upon creation of a user profile, each Customer is granted a personal, non-exclusive, non-transferable, non-sublicensable and limited license to use Imagelife for the Customer’s own use and subject to these Terms and Conditions.
2.4 The license granted in section 2.3 does not entitle the Customer to:
(a) use Imagelife for any other purpose than purchasing the Services and storage and transfer of Input Data and Output Data in relation to Services; (b) disclose, reproduce, distribute, modify, or create derivative works of Imagelife or the Services; or
(c) decompile, reverse engineer, disassemble, decrypt, or otherwise attempt to derive the source code of Imagelife.
2.5 The Customer’s user profile is personal and may not be transferred to or shared with any third party. The Customer is not allowed to share the Customer’s account ID or password with any other person or entity and shall at all times safeguard and maintain confidentiality with respect to Customer’s personal account ID and password.
2.6 The Customer must use Imagelife in accordance with applicable law, the purposes for which Imagelife was designed and any instructions from Esoft and must not carry out any action that could damage, disable or overload Imagelife, or that could harm the interests or rights of Esoft or any third parties.
3. Maintenance and support
3.1 Esoft determines, at its sole discretion, the content, appearance, design, functionality and all other aspects of Imagelife and the Service’s provided and Esoft may at its sole discretion decide to implement upgrades, new versions or corrections to Imagelife, including cessation of functionality, and the Services.
3.2 Esoft may without notice to Customers temporarily suspend Imagelife and the offering of Services, fully or partially, including when suspension is required due to maintenance or updates and upgrades to Imagelife or the Services.
3.3 Esoft is entitled to discontinue access to Imagelife and the Services without notice where this is due to extraordinary circumstances, including unauthorised use of Imagelife, rectification of significant errors, and security incidents and updates.
3.4 Contact details for support, updates and other matters relating to the operation of Imagelife and provision of the Services are:
4.1 Esoft and the Customer shall be deemed to have entered into a binding agreement regarding the purchase of Services upon the Customer’s receipt of a written order confirmation from Esoft. Confirmed orders ("Orders") are subject to these Terms and Conditions and any additional terms and specifications listed under each of the Services available from time to time via Imagelife.
4.2 Esoft shall deliver Orders in accordance with clause 7.1 and the delivery time specified for each Service available on Imagelife. Delivery times shall be regarded as best estimates, and a delay does not in itself constitute a breach of contract.
4.3 The Customer shall procure that the Photo Output (as defined below) is inspected immediately after receipt and shall promptly notify Esoft in writing of any errors and defects. In these Terms and Conditions, "errors" or "defects" means objectively ascertainable and specific technical errors and defects in the Photo Output and does not include the Customer’s general dissatisfaction or request for changes to the Photo Output.
4.4 In the event of any errors or defects, ref. clause 4.3, the remedies of the Customer are limited to, at Esoft's option, replacement or repair of all or part of the Photo Output within 12 hours from receipt of the Customer's notification, or refund of the price agreed under each Order in the form of a virtual credit voucher issued by Esoft and offered to the Customer through Imagelife.
4.5 The Customer may request changes to the Photo Output by submitting change instructions to Esoft within 30 days from delivery. Esoft offers to complete such changes in accordance with the Customer’s change instructions within 24 hours from, and at an hourly rate specified by Esoft in, Esoft's confirmation of receipt of the Customer's change instructions.
5. Sub-contractors
5.1 Esoft is entitled to engage sub-contractors, including with respect to manual photo editing, software development and maintenance, hosting, and other technical assistance, for any part of Esoft's operation of Imagelife and/or performance of its obligations under each Order.
5.2 Sub-contractors, ref. clause 5.1, can be third-parties or any of Esoft's subsidiaries or affiliated companies; in both cases located in any part of the world.
6. Photo input
6.1 The photos, floorplans, or any other material ("Photo Input") which shall be the subject of Services shall under each Order be uploaded by the Customer to Imagelife in accordance with the specification of the selected Services and instructions provided on Imagelife from time-to-time.
6.2 Photo Input is available to Customer via Imagelife for fifteen (15) days following the day it was uploaded. Hereafter, Photo Input is no longer available to the Customer via Imagelife.
6.3 Except as otherwise provided in the specification of specific Services or instructions provided on Imagelife from time-to-time, Photo Input must meet the following technical requirements:
(a) Floorplans must be uploaded in PDF or JPG file format and
(b) Photos must be uploaded in 3-5 Ambient DNG, RAW, or JPG file format
6.4 Upon Customer uploading Photo Input to Imagelife, Customer grants to Esoft a worldwide, non-exclusive, royalty-free, sublicensable, time-limited right to store, use, and transfer Photo Input to the extent necessary for Esoft to perform its obligations under each Order. Additionally, Customer grants to Esoft a worldwide, non-exclusive, royalty-free, sublicensable right, limited in duration in accordance with clause 6.9, to use the Photo Input to improve the operational capability of Imagelife, including but not limited to using the Photo Input as training material for Esoft's artificial intelligence engine. For the avoidance of doubt any knowledge, improvements or material derived from such training shall not be subject to Customer's intellectual property rights, and Esoft may use this freely and indefinitely. Furthermore, Customer grants to Esoft a worldwide, non-exclusive, royalty-free, sublicensable right for the term set out in clause 6.9, to use and publish Photo Input for illustrating the functionally, quality and editing services of Imagelife and for marketing purposes. If the Customer is not in whole or in part entitled to grant to Esoft the right to use and publish Photo Input for such purposes, the Customer must notify Esoft via email at support@Imagelife.app before placing the relevant Order.
6.5 Esoft may in its sole discretion and without notice to Customer sublicense the right specified in clause 6.4 to its sub-contractors, including marketing via such sub-contractors websites, provided that Esoft maintains the right to dispose of the Photo Input and to instruct the sub-contractor in the sub-contractor's use of the Photo Input.
6.6 The rights granted, ref. clause 6.4 and 6.5, includes right for Esoft and its sub-contractors to;
(a) host, store, transfer, display, perform, copy, distribute, and use Photo Input in any way, in whole or in part, and in original or amended form, as necessary to perform its obligations under each Order; and
(b) modify, amend, change, and create derivative works of the Photo Input, as necessary to perform its obligations under each Order, to improve the operational capability of Imagelife and to use and publish the Photo Input for illustrating the functionally, quality and editing services of Imagelife and for marketing purposes for the term specified in clause 6.9.
6.7 Except as permitted in this clause 6, Esoft may not use the Photo Input for any other purpose without the Customer’s written consent.
6.8 Customer is solely responsible for Photo Input, which the Customer uploads to Imagelife, and Customer warrants that:
(a) Customer is the creator and owner of, or have the necessary licenses, rights, consents, and/or permissions, to store and upload the Photo Input to Imagelife and grant to Esoft the license set out in clauses 6.4-6.7;
(b) Customer’s upload of the Photo Input to Imagelife and grant to Esoft of the license set out in clauses 6.4-6.7 and Esoft's storage, use and transfer of the Photo Input in accordance with the license set out in sections 6.4-6.7 do not and will not 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 right or proprietary right or slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person;
(c) Esoft’s storage, use and transfer of the Photo Input in accordance with the license set out in sections 6.4-6.7, will not cause Esoft to infringe any law or regulation.
6.9 Esoft may, but shall not be obligated to, store Photo Input uploaded via Imagelife for the remaining calendar year and an additional thirty-six (36) months after the delivery of Photo Output under each Order.
7. Photo output
7.1 Photo Input which has been subject to Services under an Order ("Photo Output") are delivered and made available to Customer via Imagelife for fifteen (15) days from delivery. Hereafter, Photo Input is no longer available to the Customer via Imagelife. In order to download and distribute Photo Output from Imagelife, Customer’s device and internet connection must fulfil the technical requirements provided on Imagelife from time-to-time.
7.2 Upon delivery of the Photo Output to Customer, Esoft grants and assigns to Customer all rights, title, and interest in and to the Photo Output created under an Order. Customer shall have the full and exclusive right to use, reproduce, distribute, modify, display, and create derivative works from the Photo Output, without any further obligations to Esoft.
7.3 Notwithstanding clause 7.2, Esoft retains a worldwide, non-exclusive, royalty-free, sublicensable right, limited in duration in accordance with clause 7.6, to use the Photo Output to improve the operational capability of Imagelife, including but not limited to using the Photo Output as training material for Esoft's artificial intelligence engine. For the avoidance of doubt any knowledge, improvements or material derived from such training shall not be subject to Customer's intellectual property rights, and Esoft may use this freely and indefinitely. Additionally, Esoft retains a worldwide, non-exclusive, royalty-free, sublicensable right, for the term set out in clause 7.6, to use and publish the Photo Output for illustrating the functionally, quality and editing services of Imagelife and for marketing purposes.
7.4 Esoft may in its sole discretion and without notice to Customer sublicense the right, limited to use for the purposes, specified in clause 7.3 to its sub-contractors, including marketing via such sub-contractors websites, provided that Esoft maintains the right to dispose of the Photo Output and to instruct the sub-contractor in the sub-contractor's use of the Photo Output.
7.5 Except as permitted in this clause 7, Esoft may not use the Photo Output for any other purpose without the Customer’s written consent.
7.6 Esoft may, but shall not be obligated to, store Photo Output uploaded via Imagelife for the remaining calendar year and an additional 36 months after the delivery of such Photo Output under each Order.
8. Price and payment
8.1 The price for each Service is specified on Imagelife.
8.2 All prices are in US Dollars excluding VAT, taxes, duties and fees, etc. Esoft may adjust prices from time to time without notice to Customer.
8.3 Esoft accepts only upfront payment via Imagelife by the credit card options available at the ordering page of Imagelife from time to time or with any virtual currency (“Credits”) issued by Esoft and offered to Customers on Imagelife.
8.4 Credits issued by Esoft and offered to Customers from time to time are transferred to and stored in Customers' virtual wallet accessible via Customers' user profile at ImgaeLife.
8.5 The use of Credits as a mean of payment is at Customer’s own risk and account and the value of Credits is not adjusted if prices of or other costs in relation to the Services increases. Esoft is not under any circumstances obligated to change Credits into USD or any other currency and/or to pay out (changed) Credits to Customers. 9. Amendment to the terms and conditions and services
9.1 Esoft may in its sole discretion and without prior notice to Customer amend or supplement these Terms and Conditions. Any such changes shall only apply to purchases made after the effective date of the relevant changes.
9.2 Esoft may in its sole discretion and without prior notice to Customers add, remove, amend, or modify Services from Imagelife. Any such changes shall only apply to purchases made after the effective date of the relevant changes.
10. Intellectual property rights to Imagelife
10.1 Esoft owns and acquires all rights in and to Imagelife, including, without limitation, copyright, patent, design, database, trademark rights, and any other intellectual property rights. Imagelife, including but not limited to software, code, forms, text, visual interfaces, graphics, design, compilation, and trademarks, service marks, or logos contained therein, and all other elements of Imagelife, are owned by or licensed to Esoft. Customer acknowledges and agree that their use of Imagelife is limited to the rights expressly granted to them under these Terms and Conditions
10.2 Customer may not alter, resell or sublicense Imagelife. Customer shall not reverse engineer Imagelife in part or whole.
Customer shall not use or access Imagelife to: (i) build a competitive product or service, (ii) make or have made a product using similar ideas, features, functions or graphics of the Services, (iii) make derivative works based upon the Services or Imagelife’s data or (iv) copy or share with any non-customer not bound by these Terms and Conditions any features, functions or graphics of the Services or Imagelife’s data, either electronic or physical.
11. Rights to data
11.1 Customer exclusively owns data that Customer shares or stores in connection with Customer’s use of Imagelife. However, Esoft is - subject to compliance with applicable regulations and these Terms and Conditions - entitled to use, store, copy, modify, compile and otherwise utilise data pertaining to the Photo Input and Photo Output, including meta data, in Esoft’s efforts to make Imagelife available and to provide the Services to Customer and/or to improve the operational capability of Imagelife, which includes, but is not limited to, using the Photo Input and Photo Output as training material for Esoft's artificial intelligence engine. For the voidance of doubt any knowledge, improvements or material derived from such training on Customer data shall not be subject to Customer's intellectual property rights, and Esoft may use this freely and indefinitely.
11.2 Esoft and its sub-contractors may aggregate anonymous statistical data, including but not limited to use and functioning of Imagelife, for various marketing and internal activities to improve Imagelife. Such aggregated statistical data will be the sole property of Esoft.
12. Data protection and personal data
12.1 Esoft collects and processes personal data in accordance with applicable data protection laws and Esoft's privacy and cookie policies, which can be found on Imagelife via this link: https://v2.imagelife.app/privacy-policy.
13. Term and termination
13.1 These Terms and Conditions shall continue to apply to Customer for as long as Customer has a user profile.
13.2 Either Party may terminate Customer's user profile for convenience at any time and for any reason with immediate effect.
13.3 In case of termination, Customer's user profile and user ID and password are deleted. Except in case of Customer's termination of Customer’s user profile due to Esoft’s breach of an Order or the Terms and Conditions, Customer will not be entitled to any Credits in Customers' virtual wallet on Imagelife or other pre-paid services or support previously purchased.
13.4 Except in case of Esoft's termination of Customer’s user profile due to Customer’s breach of an Order or the Terms and Conditions, termination of Customer’s user profile shall not have any effect on the Parties obligations with respect to pending Orders agreed prior to such termination, and Customer shall maintain access to its user profile until delivery of such Orders.
13.5 Notwithstanding clause 13.1-13.4, Esoft is entitled to invoke any other remedies, including, but not limited to, the right to claim damages, available under Danish law in case of Customer’s breach of an Order or these Terms and Conditions.
14. Disclaimer
14.1 The Services are delivered "as is" and on Esoft's best-efforts and Esoft makes no warranty or representation, express or implied, including as to the availability of Services, Services fulfilment of/compatibility with Customer’s needs, or the visual, technical, or other aspects of the Photo Output.
14.2 Esoft makes no guarantee with respect to the ongoing availability or against a certain level of downtime of Imagelife.
14.3 Esoft disclaims any other warranty, whether statutory, express or implied to the fullest extent permitted by applicable law.
15. Liabi lity
15.1 To the furthest extent permitted by applicable law, Customer shall indemnify and hold Esoft and any of its subsidiaries, affiliates or sub-contractors harmless from any damages, costs, expenses, or other liabilities incurred by Esoft, including claims from any third parties against Esoft, as a result of Customer's use of Imagelife, purchase of Services, or Customer's breach of contract.
15.2 Neither Party shall be liable for indirect losses, including, but not limited to, operating losses, loss of profit, loss of goodwill, or loss of data or any punitive, incidental, or consequential damages.
15.3 Esoft's total aggregate liability can in no event exceed the lower of (i) the sum of payments received from Customer under the Order in question, or (ii) USD 10,000.
16. Force majeure
16.1 In the event a Party is rendered unable to perform all or part of its obligations under an Order for any reason beyond the control of such Party, including industrial disputes, strikes, lockouts, riots, mobs, fires, floods, wars declared or undeclared, civil strife, embargo, delivery delays, defects or short-ages of raw materials from suppliers, pandemics, power shortages, currency or other restrictions caused by reason of laws, regulations or orders by any government, government agency or instrumentality, or lack of deliveries from suppliers or sub-suppliers caused by any of the circumstances mentioned above, then the performance of the obligation shall be excused during the continuance of the inability so caused, but such inability shall as far as possible be remedied as soon as reasonably possible.
16.2 If an event of force majeure, ref. clause 16.1, has continued for more than six (6) months, either Party shall be entitled to terminate the Order in question without thereby incurring any obligation whatsoever in favour of the other Party.
17. Sanctions and export restrictions
17.1 Either Party shall at all times in performing its obligations under these Terms and Conditions and an Order comply with, and not become exposed to, penalties under EU and/or US trade sanctions and export restrictions and shall not undertake any action that causes the other Party to be in breach of EU and/or US sanctions and export restrictions. 18. Survival
18.1 Provisions of these Terms and Conditions, which by their express or implied terms extend beyond the termination of Customer's user profile shall survive termination of Customer's user profile and shall continue in full force and effect after such termination.
19. Governing law and venue
19.1 The Agreement is governed by the laws of Denmark without giving effect to any Danish rules on conflicts of laws that may require the application of laws of another jurisdiction.
19.2 Any dispute arising out of or in connection with this contract, including any disputes regarding its existence, validity, or termination, shall be finally settled by by the Danish courts in the jurisdiction in which Esoft’s headquarters is located.
