Last Updated: 11 October 2016
These Terms of Service ("Terms") are an agreement between Digimarc Corporation and you. These Terms govern your access to and use of the following Digimarc services: the Digimarc® Customer Portal and the Digimarc® Partner Portal (the "Services"). Digimarc reserves the right to update these Terms at any time without notice to you by posting new Terms. Your use of the Services after new Terms are posted constitutes your acceptance of those new Terms. If you disagree with any new Terms, you must stop using the Services immediately.
By clicking to accept these Terms or using any of the Services, you are binding the business you represent to these Terms. You represent and warrant to Digimarc that you have sufficient authority to bind the business you represent to these Terms.
Access to and use of the Services is by invitation only. If you have not been invited to use the Services by Digimarc or another member of your business that Digimarc has authorized to extend invitations to use the Services, you may not use the Services. You may only use those portion of the Services that you are invited to use. Invitations are for your benefit only and may not be shared with or forwarded to anyone else.
Use of the Services requires credentials created by you or assigned to you by Digimarc. You are responsible for safeguarding your credentials. Digimarc has no liability for any loss or damage arising from the Services when accessed using your credentials.
You agree to use the Services only as intended, and in compliance with all applicable laws, including re-export laws and regulations. You may not misuse the Services, including by accessing portions of the Services that you are not entitled to access, using the Services in any way that could impair any Digimarc servers, or interfering with anyone else’s use of the Services. Digimarc may change or cancel the Services or remove features or other elements of the Services at any time and for any reason, without notice to you. Digimarc may also cancel or suspend your use of the Services at any time and for any reason, without notice to you.
Content You Provide Digimarc
You may provide Digimarc content in connection with your use of the Services. You represent and warrant to Digimarc that you own or otherwise have sufficient rights to all content that you provide Digimarc to grant Digimarc the rights stated in these Terms. You hereby grant to Digimarc a perpetual, irrevocable, worldwide license to use, host, store, reproduce, modify, create derivative works, communicate, and distribute your content in connection with providing the Services and to improve Digimarc's products and services. Digimarc may remove your content at any time without notice or liability to you.
You agree to provide Digimarc GS1-required product data relating to product packaging that you provide Digimarc in connection with the Services. You hereby grant Digimarc authority to retrieve that product data from your content on your behalf. Digimarc may provide that product data to GS1-related entities for their use and distribution.
If Digimarc provides you content in the form of product packaging artwork files enabled with Digimarc Barcodes, you agree to inspect those files prior to printing to ensure they meet your specifications. Digimarc is not liable for changes to those files made by you or for changes introduced during printing of those files, including additional or conflicting GTIN data in elements, separations, plates, or any other components of those files.
If you provide Digimarc feedback in connection with the Services, you hereby grant Digimarc a perpetual, irrevocable, worldwide, sublicensable license to use and commercialize your feedback in any way and for any purpose without compensation to you.
Content Digimarc Provides You
Digimarc may provide you content in connection with your use of the Services. Content provided to you by Digimarc in connection with your use of the Services also may be subject to separate agreements you have with Digimarc. You agree to use that content in accordance with those separate agreements.
Content provided to you by Digimarc in connection with your use of the Partner Portal ("Partner Materials") may be used for your business purposes only. If any Partner Materials are marked as confidential or reasonably understood to be confidential, you may only use those Partner Materials internally and may not provide those Partner Materials to any third party. Digimarc retains ownership of all Partner Materials. You agree not to modify any Partner Materials unless directed to do so by Digimarc, including by removing any proprietary markings on those Partner Materials. Digimarc reserves the right to require you to return or destroy Partner Materials at any time for any reason, and you agree to do so on Digimarc's request.
Digimarc may make information available to you through the Services that is Digimarc's proprietary, confidential, or nonpublic information ("Confidential Information"). You may only use Confidential Information for your internal business purposes in connection with the Services. Digimarc reserves the right to require you to return or destroy Confidential Information at any time for any reason, and you agree to do so on Digimarc's request. Confidential Information does not include information that you knew prior to the time of disclosure without any obligation to keep it confidential, information that is or becomes generally known at no fault of your own, or information that you rightfully obtain from a third party who has the right to disclose it without violating any confidentiality obligations. If you are subject to legal or governmental proceedings requiring disclosure of Confidential Information, you agree to notify Digimarc promptly prior to disclosing that Confidential Information to enable Digimarc to contest that disclosure or to seek a protective order or other protection for that disclosure.
Your data (including personal data collected from the European Economic Area and Switzerland) may be transferred to, stored, and processed in the United States or any other country where Digimarc or its affiliates or subcontractors maintain facilities. You appoint Digimarc to perform transfers of your data to any of those countries and to store and process data to provide the Services.
The business you represent agrees to indemnify and hold harmless Digimarc and its affiliates, officers, employees, and agents from any claim, suit, or action arising from or relating to your use of the Services, your content, your use of content, or your violation of these Terms, including liability and expenses arising from claims, losses, damages, suits, judgment, litigation costs, and attorneys’ fees.
Disclaimer of Warranties
THE SERVICES AND ALL CONTENT PROVIDED BY DIGIMARC IN CONNECTION WITH THE SERVICES ARE PROVIDED "AS IS" AND "AS PROVIDED" WITHOUT WARRANTY OF ANY KIND. DIGIMARC EXPRESSLY DISCLAIMS AND EXCLUDES ALL WARRANTIES, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING ALL WARRANTIES WHICH, BUT FOR THIS PROVISION, MIGHT ARISE FROM COURSE OF DEALING, CUSTOM, OR TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation of Liability
DIGIMARC IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES OR ANY CONTENT PROVIDED TO YOU BY DIGIMARC, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF DIGIMARC HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL DIGIMARC’S AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNTS PAID BY YOU FOR YOUR USE OF THE SERVICES.
These Terms and any dispute arising under or relating to these Terms are governed by the laws of the State of Oregon, USA, excluding its conflict of law provisions. All claims arising out of or relating to these Terms must be litigated exclusively in the state or federal courts of Oregon, and you and Digimarc consent to the personal jurisdiction of those courts.
Digimarc and you are independent contractors. These Terms do not create any agency, partner, employee, or joint venture relationship between Digimarc and you, or any third party beneficiary rights.
If any provision of these Terms is deemed unenforceable, it will not affect the rest of the Terms.
Digimarc’s failure to enforce any provision of these Terms does not waive Digimarc's right to enforce that provision.