Last Updated: October 3, 2024
1. Introduction and Agreement to Terms
These Terms of Service (“Terms”) govern your access and use of the website, services, software, and applications (collectively, “Services”) provided by Digimarc Corporation (“Digimarc,” “we,” “us,” and “our”).
By accessing or using the Services, you accept and agree to be bound by these Terms and any applicable Additional Terms. If you do not agree with any of these provisions, you must cease using the Services immediately.
Certain Services are provided under the terms of a Standalone Agreement, while others are governed exclusively by these Terms. If you have a Standalone Agreement with us, your use of the Services within the scope of that Standalone Agreement is also subject to the terms of that Standalone Agreement. For Services that do not fall under a Standalone Agreement, these Terms govern your use of those Services.
Definitions.
“Additional Terms” refers to the following Service-specific terms that govern specific Services and are incorporated into these Terms by reference: Digimarc Validate Media Subscription Agreement and Digimarc Software Evaluation License Agreement.
“Commercial User” refers to any individual or entity that has entered into a Standalone Agreement for the use of the Services.
“Standalone Agreement” refers to any offline contract or agreement between a Commercial User and Digimarc that governs the use of specific Services.
“Service Provider” refers to any individual or entity invited by a Commercial User to access and use the Services under Commercial User’s own account or act on that Commercial User’s behalf.
“User,” “you,” and “your” refer to any individual or entity using the Services, including both Commercial Users and Service Providers.
Conflict. In the event of any conflict between these Terms, the Additional Terms, and the Standalone Agreement, the following order of precedence will apply: the Standalone Agreement (if applicable), the Additional Terms, these Terms.
2. Eligibility and Account Setup
Eligibility. You must be at least 18 years old to use the Services. By using the Services, you represent and warrant to Digimarc that you have the legal capacity to agree to and be bound by these Terms. If you are using the Services on behalf of a company, organization, or other legal entity, you are binding that company, organization, or other legal entity to these Terms, and you represent and warrant to Digimarc that you have sufficient authority to do so. Use of the Services is prohibited in certain restricted countries and regions, including Cuba, Iran, North Korea, Sudan, Syria, and the Crimea, Donetsk, and Luhansk Regions of Ukraine. Additionally, the Services may not be used by individuals that are prohibited from using the Services under applicable laws and regulations, including any government-issued sanctions or denial lists. By using the Services, you represent and warrant to Digimarc that you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services, and you are not a person or entity prohibited from receiving United States exports.
Account Setup. Users must register an account to access certain Services. You agree to provide accurate, current, and complete information during the registration process. Failure to do so may result in suspension or termination of your account. You are responsible for maintaining the confidentiality of your account credentials. Each User (including invited Service Providers) must have their own independent account, and Commercial Users may not share their account access with others except as expressly permitted. You are responsible for all activities occurring on your account.
3. Services Provided
The Services include the Digimarc Illuminate Platform, Digimarc Print Packaging Module, Digimarc Print & Audio Module, and Digimarc Validate Media Portal.
Some Services are governed by a Standalone Agreement and these Terms, and others are governed solely by these Terms. In cases where there is no Standalone Agreement governing your use of a Service, your access to and use of that Service is governed solely by these Terms.
License to Use the Services. Subject to these Terms, any applicable Additional Terms, and any applicable Standalone Agreement, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services that are made available to you. If you are using Services not covered by a Standalone Agreement, this license is granted under these Terms of Service alone.
Service Availability and Modifications. We may modify, update, or discontinue any part of the Services at any time without liability to you. We will provide notice to Commercial Users if significant changes occur. Access to certain Services may be subject to geographic restrictions or compliance with local laws and regulations.
Beta Services. From time to time, we may offer access to features or services that are classified as beta, pilot, limited release, non-production, or by similar designation (“Beta Services”). Beta Services are provided for testing and evaluation purposes only and may be subject to additional terms. We reserve the right to modify or discontinue Beta Services at any time without notice. Beta Services are provided “AS IS” without warranty of any kind, and your use of Beta Services is at your own risk.
Third-Party Links and Services. The Services may contain links to third-party websites, resources, or services that are not owned or controlled by us. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Services, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of such sites.
4. Service Providers
Invitation by Commercial Users. Commercial Users may invite Service Providers to access certain Services. Service Providers’ rights to use the Services on behalf of Commercial Users are governed by the Commercial User’s Standalone Agreement, and the Commercial User remains responsible for ensuring that all Service Providers comply with these Terms.
Service Provider Responsibilities. As a Service Provider, you are required to maintain your own independent account and comply with these Terms and any Additional Terms applicable to the Services you access. Your access may be restricted or revoked by the Commercial User who invited you or by Digimarc if you violate these Terms or engage in misuse of the Services.
Commercial User Liability for Service Providers. The Commercial User is responsible for the actions and compliance of any invited Service Providers. Any breach of these Terms or the Standalone Agreement by a Service Provider will be considered a breach by the Commercial User.
Termination of Third-Party Access. Digimarc or the Commercial User may terminate or suspend the access of Service Providers at any time for any reason, including for violations of these Terms, Additional Terms, or the Standalone Agreement.
5. User Responsibilities
Acceptable Use. You agree to use the Services only for lawful purposes and in compliance with these Terms, any applicable Additional Terms, and all applicable laws and regulations. You may not:
Copy, modify, distribute, re-sell, or sublicense any part of the Services.
Circumvent access controls or use the Services to gain unauthorized access to other systems.
Use the Services to infringe on the intellectual property or privacy rights of others.
Engage in any unlawful, harmful, or offensive activity, including the transmission of malware or the sharing of illegal or harmful content.
Reverse engineer, decompile, redistribute, create derivative works from, or modify the Services.
Third Party Services. Your use of the Services may require you to access third party websites or services such as those of an online payment processor. We are not responsible for the content of, or services offered by, any third-party website or service or any losses you incur by using third party websites or services.
Compliance with Export Controls. You agree to comply fully with all United States and foreign export laws and regulations to ensure that neither the Services nor any technical data related to the Services, nor any product of your use of the Services, are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, those laws and regulations.
Attribution. You must provide Digimarc attribution in connection with your products and services using Digimarc technology, including by noting in documentation and related materials that those products and services are “under license from Digimarc Corporation.” You must not state that Digimarc technology is your own technology.
Third Party Materials. You must not use the Software in connection with any code, data, or other materials that are subject to a license that imposes obligations on Digimarc to distribute or disclose any source code or data, or that permits reverse engineering or replacement of the Software.
6. Telemetry Service
If you use the Services to perform Digimarc watermark embedding on behalf of a Commercial User, you consent to Digimarc sharing your name and email address with that Commercial User in accordance with the following, solely to enable that Commercial User to audit the performance of Digimarc watermark embedding by you on its behalf.
Definitions.
Terms defined by Data Protection Laws and used but not defined in this section, including “controller,” “data subject,” “process,” “processing,” “processor,” and “sub-processor” have the meaning set forth in those Data Protection Laws.
“Data Subject Access Request” means a request received from a Data Subject to exercise the right of access, rectification, restrict or object to processing, erasure, data portability, or right not to be subject to automated decision-making.
“Data Protection Laws” means the privacy and data protection laws, regulations, and decisions applicable to Digimarc or you, including: (i) the General Data Protection Regulation of the European Union (Regulation 2016/679 of 27 April 2016) (the “GDPR”); (ii) any applicable national/federal or state/provincial legislation implementing the GDPR in a member state of the European Economic Area; (iii) the GDPR as incorporated into United Kingdom law pursuant to s.3 of the European Union (Withdrawal Act) 2018; and (iv) the Swiss Federal Act on Data Protection of 25 September 2020, in each case as such legislation may be amended or replaced from time to time.
“Instruction” means the written instructions issued by Digimarc to you to perform a specific action regarding personal data contained in the Telemetry Data.
“Security Incident” means the unlawful or accidental destruction, loss, alteration, unauthorized disclosure of, or access to personal data contained in the Telemetry Data, transmitted, stored, or otherwise processed by you.
Telemetry Service. Digimarc may provide you with information concerning Digimarc watermark embedding performed by third parties on your behalf using the Service (“Telemetry Data”).
Telemetry Data may include the name and email address of third-party individuals performing Digimarc watermark embedding on your behalf under this Agreement.
Personal Data Processing. Telemetry Data may contain personal data. With respect to personal data contained in Telemetry Data, Digimarc is acting as a controller, and you are acting as a processor. You shall only process personal data contained in Telemetry Data to audit Digimarc watermark embedding undertaken by third parties on your behalf using the Services and Software and in accordance with all applicable laws and regulations. You are responsible your processing of personal data. You shall comply with all Instructions provided by Digimarc to you in connection with your processing of personal data. You shall maintain records of your personal data processing activities in accordance with applicable laws and regulations.
Personal Data Transfers. If: (a) Telemetry Data includes any personal data that is protected under the Data Protection Laws of the EEA, Switzerland, or the UK; (b) you will process that personal data outside of the EEA, Switzerland, or the UK; and (c) such processing will take place in a country that is not subject to an adequacy determination by the European Commission, the UK or Swiss authorities (as applicable), then the standard contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 (“SCCs”) are hereby incorporated by reference and form an integral part of this Agreement. The SCCs apply as follows:
EEA Transfers. To the extent that personal data is subject to the Data Protection Laws of the EEA, the SCCs apply as follows:
(a) the “data exporter” is Digimarc and the “data importer” is you;
(b) the Module Two terms are selected;
(c) in Clause 7, the optional docking clause applies;
(d) in Clause 9, Option 1 applies and the period for prior notice of sub-processor changes is set out in the Personal Data Disclosure section below;
(e) in Clause 11, the optional language does not apply;
(f) in Clause 17, Option 1 applies, and the SCCs are governed by German law;
(g) in Clause 18(b), disputes will be resolved before the courts of Germany;
(h) in Annex I.A and I.B, the details of the parties and description of the transfer are set out in the Description of Processing section below;
(i) in Clause 13(a) and Annex I.C, the competent supervisory authority is the Federal Commissioner for Data Protection and Freedom of Information of Germany;
(j) in Annex II, the description of the technical and organizational security measures is set out in the Description of Processing section below; and
(k) in Annex III, the list of Sub-processors is: none.
Swiss Transfers. To the extent that personal data is subject to the Data Protection Laws of Switzerland, the SCCs apply as described in the EEA Transfers section above with the following modifications:
(a) references to ‘Regulation (EU) 2016/679’ are interpreted as references to the Swiss Federal Act on Data Protection of 25 September 2020 or any successor thereof (“Swiss DPA”);
(b) references to specific articles of ‘Regulation (EU) 2016/679’ are replaced with the equivalent article or section of the Swiss DPA;
(c) references to ‘EU’, ‘Union’ and ‘Member State’ are replaced with ‘Switzerland’;
(d) Clause 13(a) and Part C of Annex 2 are not used and the ‘competent supervisory authority’ is the Swiss Federal Data Protection Information Commissioner (“FDPIC”), or, if the transfer is subject to both the Swiss DPA and the GDPR, the FDPIC (insofar as the transfer is governed by the Swiss DPA) or the supervisory authority of the EEA member state in which Customer or Customer representative is in or where the data subjects are predominantly located (insofar as the transfer is governed by the GDPR;
(e) references to the ‘competent supervisory authority’ and ‘competent courts’ are replaced with the FDPIC and ‘competent Swiss courts’;
(f) in Clause 17, the SCCs are governed by the laws of Switzerland; and
(g) in Clause 18(b), disputes will be resolved before competent Swiss courts.
UK Transfers. To the extent that personal data is subject to the Data Protection Laws of the UK, the SCCs apply as amended by Part 2 of the UK Addendum to the SCCs issued by the Information Commissioner under section 119A(1) of the Data Protection Act 2018 (“UK Addendum”), and Part 1 of the UK Addendum is deemed completed as follows:
(a) in Table 1, the details of the parties are Digimarc: Digimarc Corporation, 8500 SW Creekside Place, Beaverton, Oregon 97008, USA; You: The address associated with your account.
(b) in Table 2, the selected modules and clauses are set out in the EEA Transfers section above;
(c) in Table 3, the appendix information is set out in in the Description of Processing section below; and
(d) in Table 4, the ‘Exporter’ is selected.
Description of Processing.
Nature and Subject Matter of the Processing
Categories of Data Subjects. Third parties embedding Digimarc watermarks on your behalf under this Agreement.
Categories of Personal Data Processed. Names and email addresses of third parties embedding Digimarc watermarks on your behalf under this Agreement.
Frequency of the Transfer. Continuous.
Nature of the Processing. Transmitting, collecting, storing, and analyzing data.
Subject Matter of the Processing. Enabling you to determine the third parties performing Digimarc watermark embedding on your behalf under this Agreement.
Duration of the Processing. For the term of this Agreement.
Personal Data Security. You shall maintain appropriate technical and organizational measures for the protection of the security, confidentiality, and integrity of personal data contained in the Telemetry Data, including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss, or alteration or damage, unauthorized disclosure of, or access to, that personal data. You shall provide Digimarc with a description of those technical and organizational measures on Digimarc’s request. If you discover a Security Incident involving that personal data, you shall notify Digimarc of that Security Incident within 12 hours and fully cooperate with Digimarc, at your own expense, to remediate that Security Incident.
Personal Data Disclosure. You shall not disclose personal data contained in the Telemetry Data to any third party without Digimarc’s prior written consent, which Digimarc may provide in its sole discretion. If you disclose that personal data to a third party, you shall impose on that third party contractual duties with respect to that personal data consistent with those imposed by Digimarc on you in this Agreement. You are responsible and liable for all third parties to whom you provide that personal data. You shall not transfer personal data from one country to another without Digimarc’s prior written consent, which Digimarc may provide in its sole discretion. If Digimarc consents to your transfer of personal data to another country, you may transfer personal data to that country in accordance with all applicable laws and regulations. If you desire to engage an alternative sub-processor to one previously approved by Digimarc, you shall provide Digimarc with at least 15 days’ prior notice of that desired engagement.
Data Subject Access Request. You shall promptly notify Digimarc of any Data Subject Access Request concerning personal data contained in the Telemetry Data.
Personal Data Destruction. On the sooner of termination of this Agreement or Digimarc’s notice to you, you shall destroy all personal data contained in the Telemetry Data.
7. Intellectual Property Rights
Ownership. All intellectual property rights in the Services, including all software, documentation, and content provided by Digimarc, are owned by Digimarc and its licensors. These Terms do not grant you any ownership interest in the Services, and all rights not expressly granted in these Terms are reserved by Digimarc.
User-Generated Content. If you provide any content or data through your use of the Services, you represent that you have the right to do so and that such content does not infringe any third-party rights. You grant Digimarc a worldwide, perpetual, irrevocable license to use, modify, reproduce, and distribute such content in connection with the provision of the Services. We may remove your content or data at any time without notice or liability to you.
Trademarks. You must not create any branding for products or services that utilize the Services or Software that uses or is similar to any Digimarc trademark, whether registered or not. Any goodwill arising out of or relating to your use of any of our trademarks, whether registered or not, will inure to our sole benefit.
Feedback. You are not required to provide us with any suggestions, ideas, or feedback (“Feedback”). However, any Feedback you provide us may be used freely by us, and you grant us a non-exclusive, worldwide, royalty-free, sublicensable, transferrable license to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform that Feedback.
Marketing and Publicity. Unless otherwise agreed in writing, you grant us the right to use your name, logo, and trademarks to identify you as a customer or user of the Services in our promotional materials, presentations, and website. If you do not wish to grant this right, you may opt out by notifying us in writing at any time.
8. Data Privacy and Security
Privacy Policy. Digimarc’s Privacy Policy governs the collection, use, and processing of personal data. By using the Services, you consent to the processing of your data as described in the Privacy Policy.
Data Processing Agreement. If you or your organization are subject to data protection laws such as the General Data Protection Regulation or California Consumer Privacy Act, your use of the Services is subject to our Data Processing Agreement, which sets forth the rights and obligations regarding the processing of personal data. Personal data you provide us may be transferred to, stored, and processed in the United States or any other country where we, our affiliates, and our service providers maintain facilities.
Data Security. We implement reasonable security measures to protect your data. However, you acknowledge that no security measure is infallible, and we are not responsible for any unauthorized access, use, or disclosure of your data arising from your failure to safeguard your account credentials or your other security lapses.
9. Fees and Payments
Fees and Billing. Your use of certain Services may be subject to fees as specified in the Standalone Agreement or your applicable subscription plan. Fees may include subscription fees, usage-based fees, or one-time charges. All fees are payable in accordance with the billing terms set forth in the Standalone Agreement or subscription plan. Failure to pay fees may result in suspension or termination of your access to the Services.
Taxes. You are responsible for all applicable taxes, including sales, use, or VAT taxes. If we are required to collect taxes on your behalf, such taxes will be included in your invoice.
Changes to Fees. We reserve the right to change the fees for the Services, unless otherwise stated in the Standalone Agreement.
10. Termination and Suspension
Termination by You. You may terminate your account at any time by providing notice to us or by ceasing your use of the Services. On termination, you are responsible for any outstanding fees due for your use of the Services up to the date of termination.
Termination by Us. We may terminate or suspend your access to the Services, in whole or in part, at any time for any reason, including for your violation of these Terms or your failure to pay fees, or as required by law. Termination may also occur in the event of extended account inactivity. If you are a Commercial User with a Standalone Agreement, termination will also be subject to the terms outlined in that Standalone Agreement. For Services governed solely by these Terms of Service, the termination provisions of these Terms of Service will apply.
Effects of Termination. On termination of your access to the Services, you will lose access to any data stored in the Services unless otherwise specified in the Standalone Agreement. We may retain data for the period required by law or our internal policies.
Survival. Any provisions that by their nature should survive termination of these Terms, including but not limited to ownership, payment, indemnification, limitation of liability, disclaimers, intellectual property, confidentiality, data protection obligations, and governing law will survive such termination. Termination will not result in any refund or waiver of fees paid or accrued prior to termination.
11. Warranties
You represent and warrant to Digimarc that: (a) you will not use the Software in connection with any code, data, or other materials that are subject to a license that imposes obligations on us to distribute or disclose any source code or data, or that permits reverse engineering or replacement of portions of the Software; and (b) you will comply with all applicable laws and regulations.
12. Warranty Disclaimer
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL DIGIMARC 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 (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER OR NOT DIGIMARC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL DIGIMARC’S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS EXCEED THE GREATER OF ONE HUNDRED UNITED STATES DOLLARS (US $100) OR THE AMOUNT YOU PAID DIGIMARC IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14. Indemnification
You agree to indemnify and hold Digimarc, its affiliates, officers, directors, employees, agents, and representatives harmless from any claims, damages, liabilities, losses, or expenses (including attorneys’ fees) arising from your use of the Services, your breach of these Terms, or any violation of applicable laws, regulations, or rights of any third party.
15. Governing Law and Jurisdiction
If you are using Services under a Standalone Agreement, any dispute or claim arising out of or relating to those Services will be resolved according to the dispute resolution provisions in that Standalone Agreement. For Services governed solely by these Terms of Service, disputes will be resolved according to the dispute resolution provisions stated in these Terms. These Terms are governed by the laws of the State of Oregon, USA, without regard to its conflict of law principles. Any disputes arising out of or relating to these Terms are subject to the exclusive jurisdiction of the state and federal courts located in Portland, Oregon USA, and you consent to personal jurisdiction in those courts.
Any claim or cause of action arising out of or related to your use of the Services or these Terms must be filed within one year after such claim or cause of action arose. Any claims not filed within this period are permanently barred.
16. Confidential Information
“Confidential Information” means all confidential and proprietary information that Digimarc or its affiliates discloses to you under these Terms or otherwise makes available to you under or in connection with the Services. It does not include information that is independently developed by you, that is rightfully given to you by a third party without confidentiality obligations, or that becomes public through no fault of your own.
Obligations. You will only use Confidential Information to exercise your rights and fulfill your obligations under these Terms. You must use reasonable care to protect against the disclosure of Confidential Information other than as permitted by these Terms. You may only disclose Confidential Information to your affiliates, and your and their employees, agents, and professional advisors who need to know it and who are subject to a written or professional obligation to keep it confidential. You will ensure that your affiliates, and your and their employees, agents, and professional advisors use the received Confidential Information only to exercise rights and fulfill obligations under these Terms, and you are responsible and liable for their failure to comply with these terms.
Required Disclosure. You and your affiliates may disclose Confidential Information to the extent required by applicable law, provided you or your affiliate promptly notify Digimarc before any such disclosure of its Confidential Information and comply with Digimarc’s requests regarding efforts to oppose the disclosure.
Federal Defend Trade Secrets Act Notice. 18 U.S.C. § 1833(b) states: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit in retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to an attorney of the individual and use the trade secret information in the court proceeding, if the individual—(A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”
17. Miscellaneous
Modification of Terms. We reserve the right to modify or update these Terms at any time in our sole discretion. Any changes will become effective immediately upon posting the revised Terms on our website or through the Services. We will provide notice of significant changes by updating the “Last Updated” date at the top of these Terms or by other appropriate means. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Services.
Entire Agreement. These Terms, including any Additional Terms, and your Standalone Agreement (as applicable), constitute the entire agreement between you and Digimarc regarding the use of the Services. No oral or written representations, promises, or understandings not expressly included in these Terms will be binding.
Assignment. You may not assign, transfer, delegate, or sublicense these Terms or any of your rights or obligations under these Terms without our prior written consent. Any attempted assignment or transfer in violation of this provision is void and without effect. We may assign or transfer our rights and obligations under these Terms without restriction.
No Agency Relationship. Nothing in these Terms shall be construed to create a partnership, joint venture, or agency relationship between you and Digimarc. Neither party has the authority to bind the other or to incur any obligation on its behalf.
Severability. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect. The invalid or unenforceable provision will be deemed modified to the minimum extent necessary to make it valid and enforceable.
Waiver. Our failure to enforce any provision of these Terms does not waive our right to enforce that provision in the future.
Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect. They will not be deemed to limit or affect any provision of these Terms.
Third-Party Beneficiaries. These Terms do not create any third-party beneficiaries.
No Competitive Use. You agree not to use the Services, software, or Confidential Information provided by Digimarc to develop competing products or services.
Force Majeure. We will not be responsible for any failure or delay in the performance of our obligations due to events beyond our reasonable control, including acts of God, war, terrorism, strikes, pandemics, or other unforeseen circumstances.
Government Use. If you are a United States government entity or if these Terms otherwise become subject to the Federal Acquisition Regulations (FAR), you acknowledge that the Services and any related software and documentation are “Commercial Items,” as defined in FAR 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation.” Pursuant to FAR 12.212 or DFARS 227.7202, as applicable, the Services are licensed to United States government end-users with only those rights as granted to all other end-users under these Terms.
Electronic Communications Consent. You consent to receive communications from us electronically. We will communicate with you via email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirements that such communications be in writing.
The Services are provided by Digimarc Corporation, having its principal place of business at 8500 SW Creekside Place, Beaverton, Oregon 97008, USA. If you have any questions or complaints regarding the use of the Services, please contact Digimarc at +1 800 DIGIMARC (344 4627) ext. 4704 or helpdesk@digimarc.com.
Digimarc Validate Media Subscription Agreement
Last Updated: October 3, 2024
Your use of Digimarc Validate Media is subject to these Additional Terms (the “Agreement”), which incorporate the Digimarc Terms of Service (the “Terms of Service”).
This Agreement is between Digimarc Corporation (“Digimarc”) and you. This Agreement governs your access to and use Digimarc Validate Media, including the Digimarc Validate Media Portal (“Services”).
1. Definitions.
“Adult Content” means a field indicating that the Embedded Image represents material that is intended for individuals of a legal age. This field is set to false by default and is not configurable.
“Copy Protected” means a field indicating that the Embedded Image contains digital rights management technology to protect against copyright infringement. This field is set to true by default and is not configurable.
“Creator ID” means a unique code licensed by Digimarc that is necessary to embed Digimarc Watermarks into images.
“Digimarc Watermark” means a Digimarc Validate Media data carrier containing a Creator ID and Image Attributes.
“Documentation” means the documentation made available to you on the Digimarc Validate Media Portal.
“Embedded Image” means an image that has been embedded with a Digimarc Watermark using the Services.
“Embedded Subscriber Image” means a Subscriber Image that has been embedded with a Digimarc Watermark using the Services.
“Image Attributes” means: (a) Transaction ID; and (b) Restricted, Copy Protected, and Adult Content fields.
“Restricted” means a field indicating that the Embedded Image contains a custom use restriction. This field is set to true by default and is not configurable.
“Subscriber Image” means a digital still image owned or licensed by you.
“Subscription” means a Digimarc Validate Media Subscription.
“Transaction ID” means a unique identifier for a transaction associated with an Embedded Image.
2. Scope; Function.
Scope. This Agreement covers Digimarc Validate Media subscriptions purchased from Digimarc.com (each a “Subscription”). If you are an Enterprise customer by your entry of a Standalone Agreement for Digimarc Validate Media Enterprise (also known as Digimarc for Images Enterprise, Digimarc Guardian for Images Enterprise, Digimarc Barcode for Digital Images Enterprise, or Digimarc Validate Online) (an “Enterprise Customer”), this Agreement does not apply to you, unless expressly stated in this Agreement.
Function. The function of the Services is to enable the communication of Image Attributes of Embedded Images to users of Digimarc Watermark-reading software. You, including if you are an Enterprise Customer, acknowledge that: (a) Image Attributes of Embedded Subscriber Images will be accessible by users of Digimarc Watermark-reading software when used to read Digimarc Watermarks from Embedded Subscriber Images; (b) your creation of Embedded Subscriber Images does not ensure that third parties accessing or viewing your Embedded Subscriber Images will respect your rights to those Embedded Subscriber Images; and (c) your use of the Services does not guarantee the prevention of copyright infringement of or unauthorized use or distribution of your Embedded Subscriber Images.
3. Subscription, License, and Terms of Service.
Subscription. Each Subscription is valid for the period you initially purchase and will automatically renew for additional periods of that same length until you cancel your Subscription. You may cancel your Subscription at any time, and that cancellation will take effect at the end of your current subscription period, provided that any cancellation occurring fewer than five days before the end of your current subscription period will not take effect until the end of the next subscription period. You must cancel your Subscription at least five days before it renews to avoid owing additional fees for the next subscription period.
Image Embedding. Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Digimarc Validate Portal, solely to create Embedded Subscriber Images up to the amount enabled by your Subscription and to manage your Embedded Subscriber Images. You may use and distribute your Embedded Subscriber Images freely.
Creator ID License. Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Creator ID assigned by Digimarc to you, solely in connection with embedding Digimarc Watermarks in Subscriber Images.
Documentation. Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download and use the Documentation.
Restrictions. You shall not: (a) embed your Creator ID into images using any third-party Digimarc Watermark embedding service; (b) use your Creator ID inappropriately, including to falsely represent image or copyright ownership; (c) use the Services with images that are not owned by you or to which you do not possess sufficient license rights; or (d) provide the Documentation to any third party.
4. Fees and Payment
Fees and Payment. Fees for each Subscription are due at the beginning of each subscription period. All fees are nonrefundable.
Fee Modifications. Digimarc may modify fees for subscriptions, and those modified fees will take effect at the beginning of your next subscription period. If you do not agree with any modified fees, you should not renew your Subscription.
5. DISCLAIMER.
DIGIMARC DOES NOT WARRANT TO YOU (INCLUDING IF YOU ARE AN ENTERPRISE CUSTOMER) THAT YOUR CREATION OF EMBEDDED SUBSCRIBER IMAGES WILL PREVENT ANY VIOLATION OF YOUR RIGHTS IN THOSE EMBEDDED SUBSCRIBER IMAGES.
6. Termination.
Termination by Digimarc. Digimarc may terminate this Agreement on notice to you for your breach of this Agreement, including your non-payment of fees, your use of images in connection with the Services that are not owned by or licensed to you, or your violation of the image embedding limitation corresponding to your Subscription.
Effect of Termination. On termination of this Agreement, your rights to use the Services and Documentation will terminate, and you shall cease using the Services and Documentation and destroy all instances of the Documentation in your possession or control. Termination of this Agreement will not result in any refund of fees paid or waiver of fees accrued prior to termination.
Digimarc Software Evaluation License Agreement
Last Updated: November 11, 2019
Your use of the Evaluation Software is subject to these Additional Terms (the “Agreement”), which incorporates the Digimarc Terms of Service (the “Terms of Service”). Capitalized terms not defined in this Agreement have the same meaning as defined in the Terms of Service.
This Agreement is between Digimarc Corporation (“Digimarc”) and you. This Agreement governs your access to and use of the Evaluation Software made available to you under this Agreement.
1. Definitions.
“Commencement Date” means the date you are provided access to Evaluation Software.
“Evaluation Software” means downloadable software made available to you under this Agreement.
“Evaluation Term” means the period from the Commencement Date until your license to the Evaluation Software terminates, as described below.
“License Key” means a key that Digimarc may provide you to activate and use the Evaluation Software under this Agreement.
2. License and Terms of Service.
Evaluation Software. During the Evaluation Term, Digimarc hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, use internally, reproduce, and distribute internally the Evaluation Software for your internal, non-commercial evaluation.
Evaluation Term. The Evaluation Term will terminate on the soonest of Digimarc’s revocation of your license to the Evaluation Software, the invalidation of the License Key provided to you to activate and use the Evaluation Software, or termination of this Agreement.
Restrictions. You shall not distribute the Evaluation Software to any third party or distribute or otherwise use commercially any product of or output from the Evaluation Software.
3. Effect of Termination.
On termination of this Agreement, your right to use the Evaluation Software will terminate, and you shall cease using and destroy all instances of the Evaluation Software in your possession or control.
