Terms of Service

The previous version of our Terms of Service can be found here.

Effective Date: August 25, 2026

Uploadcare Inc. (“Uploadcare”, “our”, “us” or “we”) provides the Uploadcare Services in accordance with these Terms of Service.

THE FOLLOWING TERMS AND CONDITIONS (ALSO REFERRED TO AS THE “AGREEMENT”) GOVERN YOUR USE OF CERTAIN SUBSCRIPTION-BASED SOFTWARE-AS-A-SERVICE SOLUTIONS OF UPLOADCARE (THE “SERVICES”). THE PARTICULAR SERVICES WHICH UPLOADCARE WILL MAKE AVAILABLE TO YOU HEREUNDER WILL BE THOSE WHICH ARE SPECIFIED IN AN UPLOADCARE ONLINE BILLING PAGE OR OTHER UPLOADCARE ORDER DOCUMENT WHICH IS SUBMITTED BY YOU AND WHICH REFERENCES THIS AGREEMENT (IN EACH CASE, AN “ORDER FORM”).

BY USING THE SERVICES, CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT, OR ENTERING INTO AN ORDER FORM WHICH REFERENCES THIS AGREEMENT, YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. EACH ORDER IS SUBJECT TO, AND GOVERNED BY, THIS AGREEMENT AND DEEMED TO BE A PART HEREOF. AS USED IN THIS AGREEMENT, “YOU” OR “YOUR” REFERS TO THE COMPANY OR ENTITY IDENTIFIED IN THE ORDER FORM. BY ACCEPTING THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY TO THIS AGREEMENT.

UPLOADCARE MAY UPDATE OR MODIFY THIS AGREEMENT IN ACCORDANCE WITH SECTION 13 BELOW.

1. Your Uploadcare Account and Site

If you create an account on the Services, you are responsible for maintaining the security of your account, account credentials and account content, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the Services. You must not create more than one account per every website served by the Services. You must not describe or assign content to your account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Uploadcare may change or remove any content or files that it considers inappropriate or unlawful, or otherwise likely to cause Uploadcare liability. You must immediately notify Uploadcare of any unauthorized uses of your account or any other breaches of security. Uploadcare will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

2. Responsibilities and Restrictions

If you operate an account, post content or files to the Services, or otherwise make (or allow any third party to make) any material, data or information available by means of the Services (collectively, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content. By making Content available and otherwise using the Services, you represent and warrant that:

  • You (or any third party on your behalf) shall be using any functionality of the Services for their intended purposes only (e.g. not use the content delivery network Services functionality as CDN origin);
  • You shall not use the Services through a vulnerability or otherwise, in a way that prevents the Services from tracking your usage, generating invoices or charging you through your credit card or other payment mechanism;
  • You shall be responsible for using commercially reasonable efforts to prevent unauthorized access to or use of the Services;
  • You shall promptly notify Uploadcare of any unauthorized access or use of the Services;
  • You shall not reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the proprietary source code of the Services;
  • You shall not alter, remove or obscure any copyright, trademark or other proprietary notices or confidentiality legend on the Services;
  • You shall not use the Services in support of any third party except as expressly authorized hereunder;
  • You shall not rent, lease, sublicense or otherwise transfer or grant any rights to the Services except as expressly authorized hereunder;
  • You shall not exceed usage limits specified in the Order Form without payment of fees as described hereunder;
  • The downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of Uploadcare or any third party;
  • If any third party has rights to intellectual property you create, you have either (i) received permission from such third party to post or make available the Content, including but not limited to any software, or (ii) secured from the third party a waiver as to all rights in or to the Content;
  • You have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
  • The Content does not contain or install any viruses, worms, malware, trojan horses or other harmful or destructive content or other item that may remove or change any content of the Services or attempt to circumvent security or interfere with the proper working of the Services or the servers on which it is hosted;
  • The Content is not spam and does not contain unethical content or content designed to be used as a part of any unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
  • The Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy, intellectual property, proprietary or publicity rights of any third party;
  • You have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the code and related materials, whether requested to do so by Uploadcare or otherwise; and
  • Your Content and usage of the Services does not violate applicable laws or governmental regulations.

You shall ensure that your users comply with the above warranties and representations and the other terms and conditions of this Agreement, and you shall be liable for such users’ actions and omissions including a breach hereof.

Without limiting any of those representations or warranties, Uploadcare has the right (though not the obligation) to, in Uploadcare’s sole discretion (i) refuse or remove any Content that, in Uploadcare’s reasonable opinion, violates any representations or warranties set forth herein or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Services to any individual or entity for any breach of this Agreement.

3. License Grant

  • License to Services. Subject to your compliance with this Agreement, Uploadcare hereby grants a non-exclusive, non-sublicensable, time-bounded and non-transferable license to use the Services solely: (a) for your internal business purposes in support of your internal business operations; (b) to interface your proprietary software applications so that the Services inter-operate with such applications; and (c) to make the Services available to your customers (each a “Customer”) for use solely in conjunction with your interfaced applications in compliance with the terms of this Agreement.
  • Usage Limitations. Use of the Services is subject to certain stated limitations per your order form and may also be subject to limitations on traffic, storage, access to packages/bundles of features and/or other specified licensing metrics (sometimes referred to as “units”), as specified in the Order Form.
  • License to Content. By submitting Content to Uploadcare for inclusion on the Services, you grant Uploadcare a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt, publish and use the Content solely for the purposes of displaying, distributing and administering your account , providing the Services and as otherwise permitted under this Agreement. Uploadcare has the right to grant to its contractors sublicenses under the licenses granted under this section and for the same purpose. If you request for the deletion of your Content, Uploadcare will use reasonable efforts to remove it from the Services, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
  • Feedback. You grant to Uploadcare worldwide, perpetual (surviving termination or expiration of this Agreement), irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by you.
  • Trademarks. You consent to Uploadcare’s use of your name and logo and general description of your relationship with Uploadcare in press releases and other marketing materials and appearances. You grant to Uploadcare worldwide, a non-exclusive, royalty-free, fully-paid up license to use and reproduce your trademarks, tradenames and logos in Uploadcare’ marketing materials and website and to indicate that you are an Uploadcare customer. Uploadcare will abide by any written trademark usage guidelines provided by you. All goodwill arising out of the use of your trademarks, tradenames and logos shall inure to your benefit. To decline Uploadcare this license you need to email help@uploadcare.com stating that you do not wish to be used as a reference.
  • Responsibility for Customers. You shall ensure that your Customers and their users comply with the terms and conditions of this Agreement (including those representations, warranties and disclaimers regarding the content which they upload into the Services, which will be deemed your Content) and shall be responsible and liable for any breach of this Agreement thereby. You shall ensure that your agreement with each Customer contains terms which provide (or have the effect of providing) that your vendors and licensors shall not have any liability to the Customer.

4. Types of Licenses

Licenses granted to you to use the Services will be of the following types:

  • Trial Subscription License. If you select our Services in an Order Form, you may use the Services at no charge for an evaluation period of up to fourteen (14) days (a “Trial Subscription License” for the “Free Trial Period”). During the Free Trial Period, you shall be provided access to all packages and bundles then made generally available for users of Uploadcare’s paid subscription plans subject to certain usage limits. If you select a Paid Subscription License by submitting a new Order Form before the end of the Free Trial Period, you shall provide a credit card or other electronic payment method as described in Section 5 below and, upon payment, you will be entitled to access those packages and bundles of features included in that Paid Subscription License. If you do not select a Paid Subscription License by the end of the Free Trial Period, you will be entitled to a Free Subscription License thereafter. For clarity, you shall be limited to one (1) Free Trial Period.
  • Paid Subscription License. If you purchase a license to the Services for which a fee is due pursuant to the terms above (a “Paid Subscription License”), then your subscription period commences immediately following the Free Trial Period and continues until the end of the subscription period specified in the applicable Order Form, unless earlier terminated in accordance with this Agreement. Services for a Paid Subscription License, and associated fees, will renew in accordance with Section 5 below.
  • Free Subscription License. If you are entitled to a license to the Services for which no fee is due (a “Free Subscription License”), your subscription period commences on the effective date of the applicable Order Form and continues until the Order Form expires or this Agreement is terminated.

Each of the License Types described above shall be subject to usage limitations of the types which are generally described in Section 3 above. If you exceed the applicable usage limitations, then, in addition to other remedies available under this Agreement, Uploadcare may suspend or terminate your use of the Services. For Free Subscription Licenses, the services may be blocked once you reach the plan limits (as laid out on the pricing page); certain Free Subscriber licenses may be offered the option to unblock their account by agreeing to pay usage fees for overages incurred in accordance with Section 5 below. In addition, with respect to Paid Subscription Licenses, Usage Fees may be charged in accordance with Section 5 below.

5. Fees and Payment Terms

  • Fees; Payment. If you sign up for a Paid Subscription License provided by us (also referred to as “Paid Services”), you agree to pay Uploadcare all applicable monthly and/or annual fees. There are two types of fees: “Subscription Fees” and “Usage Fees” indicated at https://uploadcare.com/pricing/ or as indicated in your Order Form. By signing up for a Paid Services account you agree to pay Uploadcare both Subscription Fees and any Usage Fees incurred in your use of the Services.
  • Subscription Fees are based on the selected subscription type and cover a certain number of units (“units” are licensing metrics such as a number of Operations, or an amount of traffic or storage). Subscription Fees are charged in advance on the day you sign up for the Paid Services and will cover the use of Paid Services for a monthly or annual period as indicated in the Order Form.
  • Usage Fees are charged when you exceed the number of units included in your subscription plan. Usage Fees will be charged at the end of each month in which there has been an excess and, unless otherwise specified in your Order Form, are based on the then-current fees set forth on the Uploadcare pricing page .
  • Automatic Charges. All fees are payable in United States dollars. A valid credit card or other Uploadcare-approved electronic payment method is required to obtain a license to the Services. You authorize Uploadcare (or its agent) to charge the applicable payment method for the annual and/or monthly fees as described herein without any additional notice to you (unless required by law).
  • Refund, Change and Cancellation of Services. Paid Services fees are not refundable or cancellable. Uploadcare reserves the right to change the payment terms and fees upon at least thirty days prior written notice to you prior to the commencement of any renewal period.
  • Non-Payment. If any amount (whether Subscription Fees and/or Usage Fees) is not received by Uploadcare at the times required above, then without limiting Uploadcare’s other rights or remedies and subject to Uploadcare’s right to earlier terminate this Agreement in accordance with its terms: (a) Uploadcare may suspend your access to the Services until the unpaid amount is received through your credit card or other payment mechanism; and (b) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
  • Automatic Renewal. Unless you notify Uploadcare (through Uploadcare’s customer portal) before the end of the applicable subscription period that you want to cancel the Services , or unless Uploadcare notifies you of cancellation prior to the end of such then-current subscription period, your subscription will automatically renew and you authorize Uploadcare, or a third party through which you transact (without notice to you, unless required by applicable law) to collect the then-applicable annual or monthly Subscription Fees for such Service (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Any Usage Fees shall also be paid during renewal periods. You are committed to the initial subscription period, and each renewal period, unless you cancel the Services prior to the commencement thereof in accordance with the above terms.
  • Declined Payments. If all credit cards we have on file for you or any other payment method used by you are declined for payment of your Subscription Fees and/or Usage Fees, Uploadcare may suspend or cancel the provision of Services to you, as applicable, unless you provide us with a new credit card or another payment mechanism. If you provide us with a new credit card and are successfully charged before your subscription is cancelled, your new subscription period will be based on the original renewal date and not the date of the successful charge.
  • Taxes. All fees for Services and any Upgrades (as defined below) are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”). You shall be solely responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Customer under the Order Forms and this Agreement (other than any Taxes on Uploadcare’s income, revenues, gross receipts, personnel or assets). Without limiting the foregoing, if you are required to deduct or withhold any Taxes under applicable laws outside the United States, you shall remit such Taxes in accordance with those applicable laws and all fees payable shall be increased so that Uploadcare receives an amount equal to the sum it would have received had no withholding or deduction been made. If an applicable tax authority requires Uploadcare to pay any taxes that should have been payable by you, Uploadcare will advise you in writing, and you will promptly reimburse Uploadcare for the amounts paid.

6. Support

  • All purchasers of Paid Services will be provided support in accordance with Uploadcare’s then-current standard Paid Services support practices, procedures and policies.
  • Uploadcare will provide updates to the Services when available and at its discretion. Uploadcare is under no obligation to develop any future functionality or enhancements. If an update for the Services is made available, Uploadcare may, consistent with its then-current practices, either: (a) automatically replace the previous version with the updated version; or (b) allow continuing access to the existing version for a Uploadcare-specified period. Where practical, Uploadcare will schedule Services updates during non-business hours and will provide customers with advance notice on the login screen. Updates do not include packages, modules or bundles of features which are separately priced and marketed by Uploadcare.

7. Responsibility for Content

Uploadcare has not reviewed, and cannot review, all of the Content, including computer software, which you post to the Services, and cannot therefore be responsible for that Content’s use or effects. By operating the Services, Uploadcare does not represent or imply that it endorses the Content there posted, or that it believes such Content to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, trojan horses, and other harmful or destructive content. Your Content may contain technical inaccuracies, typographical mistakes, and other errors. Uploadcare disclaims any responsibility for your Content, and you acknowledge and agree that Uploadcare shall not be responsible or liable, directly or indirectly, for any harm, damage or loss caused or alleged to be resulting from the use by users of the Content, or from any downloading by those users of Content there posted.

8. Content Posted on Other Resources

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites, webpages, computer software, applications, libraries, APIs or services (collectively, “Resources”) to which we link, and that link to us. Uploadcare does not have any control over those non-Uploadcare Resources, and is not responsible for their contents or their use. By linking to a non-Uploadcare Resource, Uploadcare does not represent or imply that it endorses such Resource. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, trojan horses, and other harmful or destructive content present on non-Uploadcare Resource. Uploadcare disclaims any responsibility and you acknowledge and agree that Uploadcare shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such non-Uploadcare Resource.

As Uploadcare asks others to respect its intellectual property rights, it respects the intellectual property rights of others. Please notify us if you believe that material located on or linked to by Uploadcare violates your copyright or if you are aware of any intellectual property right infringement by a user of our Services. In compliance with Section 512 of the Digital Millennium Copyright Act of 1998 (the “DMCA”), we designate the following individual to receive any notifications of an alleged infringement:

Copyright Agent

Uploadcare, Inc Attn: Uploadcare Designated Agent 18401 Collins Ave, Ste. 100-241, Sunny Isles Beach, FL, 33160 United States of America. dmca@uploadcare.com

An effective notification should include:

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  • Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
  • A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  • A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

A notification that does not comply with all the above-mentioned requirements may not be valid. If you believe that a notice was wrongly filed against you, under the DMCA, you may file a counter-notice to our designated individual with the following information:

  • Your physical or electronic signature;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  • Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which we are located, or if your address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification or an agent of such person.

All limitations of access, suspensions, and terminations for cause shall be made in Uploadcare’s sole discretion and Uploadcare shall not be liable to you or any third party for any termination of your or any third party’s account or access to the Services.

It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter. Uploadcare will provide you with notice if your materials have been removed based on a third-party complaint of alleged infringement of the third-party’s intellectual property rights. We have a policy of terminating accounts of users who repeatedly and intentionally infringe the intellectual property rights of others.

IF YOU KNOWINGLY MISREPRESENT THAT MATERIAL IS OR IS NOT INFRINGING, YOU MAY BE SUBJECT TO CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES INCURRED BY UPLOADCARE, BY ANY COPYRIGHT OWNER, OR BY ANY COPYRIGHT OWNER'S LICENSEE THAT IS INJURED AS A RESULT OF RELIANCE UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY. You agree we may provide your notice to the provider of the allegedly infringing material. The obligations under this section shall survive any termination or expiration of this Agreement or your use of the Services.

10. Intellectual Property Ownership

This Agreement does not transfer from Uploadcare to you any Uploadcare or third party intellectual property. All right, title and interest in and to the Services, the underlying software, all related documentation and materials, the Analytic Data, all other intellectual property of Uploadcare, and all modifications or derivatives thereof, will remain solely with Uploadcare. Uploadcare, Uploadcare Inc., Uploadcare.com, the Uploadcare logo, and all other trademarks, service marks, graphics and logos used in connection with Uploadcare, or the Services are trademarks or registered trademarks of Uploadcare or Uploadcare’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties. Your use of the Services grants you no right or license to reproduce or otherwise use any Uploadcare or third-party trademarks. No rights are granted to you except as expressly set forth in the Agreement.

11. Advertisements

Uploadcare reserves the right to display advertisements in your Uploadcare display widgets unless you have purchased an ad-free Paid Services account.

12. Mailing List

You can unsubscribe from our mailing list at any time directly from the unsubscribe link included in each electronic marketing message we send to you. If you do so, we will promptly update our databases, and will take all reasonable steps to meet your request at the earliest possible opportunity, but we may continue to contact you to the extent necessary for the purposes of providing our Services.

When providing Uploadcare with your personal information, the processing of your personal information is governed by the Uploadcare's Privacy Policy and you hereby agree to such Privacy Policy. Uploadcare reserves the right to contact you for the means of improving the Services.

13. Changes

Uploadcare may revise this Agreement from time to time. In each instance, Uploadcare will give you at least thirty (30) days’ advance notice of the changes. This notice: (a) will be provided in an email to an administrative user of yours who provided their email address to Uploadcare in the Order Form or otherwise in connection with the Services; and (b) may point to https://uploadcare.com/about/terms/ for review of the updated Agreement. As to you, such changes will take effect at the end of the 30 day notice period except as provided below. If you do not wish to accept such changes, then you may, as your sole remedy, notify Uploadcare within fifteen (15) days of receipt of the notice of such changes that the Agreement will terminate in fifteen (15) days from Uploadcare’s receipt of such termination notice unless the parties resolve the issue during this 15-day period. If no such resolution occurs, then this Agreement will terminate at the end of such 15-day period.

14. Term and Termination

  • Term. This Agreement commences on the date you clicked the “ I agree” button on our website or otherwise entered into an Order Form with Uploadcare and will remain in force for the duration of the Order Form unless it is earlier terminated, or or the Services are earlier cancelled, in accordance with this Agreement. As described in Section 5 above, the Services will automatically renew for subsequent subscription periods unless terminated by a party prior to the end of the then-current subscription period.
  • Termination for Cause. In addition to Uploadcare’s right to terminate this Agreement, or suspend the Services, under the Agreement, you or Uploadcare may terminate the Agreement for cause (a) upon 30 days’ written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period or (b) if the other party (i) becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws or governmental regulations, (ii) goes out of business or (iii) ceases its operations; provided that, Uploadcare may terminate the Services and this Agreement immediately as part of a general shut down of our service. For clarity, your failure to pay fees when due constitutes a material breach and, if such payment breach is not cured within ten (10) days, Uploadcare may terminate this Agreement.
  • Effect of Termination. Upon termination of this Agreement, your rights under these Agreement will automatically terminate. Accordingly, upon termination, your right to use the Services will immediately cease and you will lose all data related to your account. For clarity, termination of this Agreement shall also terminate the applicable Order for the Services. All fees that were due prior to the termination of the Agreement and Services shall remain due and become immediately payable. In such an event, you must cease all use of the Services. Our failure to insist upon or enforce your strict compliance with these Agreement will not constitute a waiver of any of our rights. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, confidentiality, payment obligations and limitations of liability.

15. Confidentiality

  • Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Your Confidential Information includes the Content. Uploadcare’s Confidential Information includes the Services, the underlying software and any documentation related thereto, as well all updates and derivates thereto, the terms and conditions of this Agreement and all Order Forms (including pricing), business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed in connection with this Agreement. Confidential Information does not include information that: (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party; (b) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party; (c) is disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation; or (d) is at any time independently developed by Receiving Party without use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.
  • Confidentiality Obligation. Except as provided below, the Receiving Party shall not disclose or otherwise make available any Confidential Information of Disclosing Party to anyone except those of its employees, directors, attorneys, agents and contractors who: (a) are providing functions or services in support of a party’s exercise of rights or performance of duties hereunder and (b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement. Each party shall (x) safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and (y) not use any Confidential Information of the other party for any purpose outside the scope of the Agreement. In the event of any breach or threatened breach by the Receiving Party of its obligations under this Section 15, the Disclosing Party will be entitled to seek injunctive and other equitable relief to enforce such obligations.
  • Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, then to the extent legally permitted and reasonably practical, Receiving Party shall provide Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the compelled disclosure.

16. Warranty; Disclaimer of Warranties

We warrant, for the Term of each Order, and conditioned on your use of the Services in compliance herewith, that the Services will perform in all material respects in accordance with our standard online documentation which we make generally available to clients therefor. In the event that we breach the warranty above and are notified in writing promptly thereof, then we will exert commercially reasonable efforts to remedy the non-conformity within a commercially reasonable period of time. If we are unable to do so, then your sole and exclusive remedy will be to terminate the applicable Order Form and receive a refund of pre-paid fees for the unused remainder of the then-current term.

You warrant that your use of the Services and your Content: (i) will be in accordance with the Uploadcare's Privacy Policy, this Agreement and all applicable laws and regulations and (ii) will not infringe or misappropriate the intellectual property rights or privacy rights of any third party.

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, AND EXPLICITLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, WE PROVIDE ANY TRIAL SUBSCRIPTION LICENSE OR FREE SUBSCRIPTION LICENSE ON AN “AS-IS” BASIS WITH NO WARRANTIES.

17. Limitation of Liability

IN NO EVENT SHALL UPLOADCARE OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST PROFITS, LOST DATA OR LOST REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE AGGREGATE LIABILITY OF UPLOADCARE AND ITS SUPPLIERS UNDER THIS AGREEMENT SHALL APPLY SEPARATELY TO EACH ORDER AND SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY YOU FOR THE SERVICES UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE OF THE INITIAL CLAIM ASSERTED BY YOU THEREUNDER. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE, SHALL APPLY TO ALL CAUSES OF ACTION AND SHALL APPLY EVEN IF A PARTY SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. IF YOU RECEIVE THE SERVICES FOR NO FEE FOR A TRIAL PERIOD OR ANY OTHER FREE PERIOD, THEN YOU SHALL HAVE NO RIGHT TO RECOVERY OF ANY DAMAGES.

18. Indemnification

You agree to indemnify and hold Us, and our respective employees, directors, officers, and agents harmless from any liabilities, claims, expenses or demands, including reasonable attorneys’ fees, arising directly or indirectly out of (i) your misuse of the Services, (ii) your violation of the laws, rules, and regulations, (iii) your breach of this Agreement, (iv) your infringement of any intellectual property or other rights of any third party, including by breach of any license agreement with any third party resulting in the unauthorized uploading or storage of the third party’s content or files or other intellectual property on our server, and (v) any other matter for which you are responsible for hereunder (such as the Content of your Customers and your Customers’ compliance with the terms and conditions of this Agreement) or under law. You agree that your use of the Services shall be in compliance with all applicable laws and regulations. The obligations under this section shall survive any termination or expiration of this Agreement or your use of the Services.

19. Data Protection

Uploadcare will process your personal information in accordance with Uploadcare’s Privacy Policy.

These Terms of Service incorporate the Data Processing Addendum (“DPA”) when the GDPR and the CCPA apply to your use of the Services to process Personal Data (as defined in GDPR and CCPA).

Users are solely responsible for compliance with all applicable laws governing the privacy and security of personal data, including medical or other sensitive data if any.

20. OFAC Compliance

The Services may be subject to export control and economic sanctions laws and regulations administered or enforced by the United States Department of Commerce, Department of Treasury's Office of Foreign Assets Control (“OFAC”), Department of State, and other United States authorities (collectively, “U.S. Trade Laws”). You may not use the Services to export or re-export, or permit the export or re-export, of software or technical data in violation of U.S. Trade Laws. In addition, by using the Services, you represent and warrant that you are not (a) an individual, organization or entity organized or located in a country or territory that is the target of OFAC sanctions (including Cuba, Iran, Syria, Sudan, North Korea, or the Crimea region of Ukraine); (b) designated as a Specially Designated National or Blocked Person by OFAC or otherwise owned, controlled, or acting on behalf of such a person; (c) otherwise a prohibited party under U.S. Trade Laws; or (d) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license. Unless otherwise provided with explicit written permission, Uploadcare also does not register, and prohibits the use of any of our Services in connection with, any Country-CodeExample Top Level Domain Name (“ccTLD”) for any country or territory that is the target of OFAC sanctions. The obligations under this section shall survive any termination or expiration of this Agreement or your use of the Services.

21. HIPAA Compliance

The use of the Services implies that you will not store, transmit or otherwise process any content or files that fall within the definition of “Protected Health Information” under the HIPAA Privacy Rule (45 C.F.R. Section 164.051), unless User and Uploadcare Inc. separately enter into a HIPAA Business Associate Agreement ("BAA"), which may be done by sending an inquiry to sales@uploadcare.com.

We specifically disclaim any representation or warranty that the Services without entering into a BAA, as offered, comply with HIPAA. Storing and permitting access to “Protected Health Information” without entering in a BAA is a material violation of this Agreement, and grounds for immediate account termination.

If you have questions about handling “Protected Health Information” via the Services, please contact us at trust@uploadcare.com.

22. U.S. Government Rights

The Services are “commercial item”, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of, or contractor to, the US Government, you receive only those rights with respect to such software as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors. If you are a government agency that has a need for rights not granted under the Agreement, it must negotiate with Uploadcare to determine if there are acceptable terms for granting those rights, and mutually acceptable written terms specifically granting those rights must be included in any applicable agreement.

23. Force Majeure

Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments), when and to the extent such failure or delay is caused by any act beyond the party’s reasonable control, including but not limited to, acts of God; flood, fire or explosion; war, terrorism, invasion, riot or other civil unrest; epidemic, pandemic or similar outbreak; embargoes or blockades in effect on or after the date of this Agreement; governmental or regulatory action; or national or regional emergency (each of the foregoing, a “Force Majeure Event”), in each case, provided that the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

24. Relationship of Parties

The parties expressly understand and agree that their relationship is that of independent contractors. Nothing in this Agreement shall constitute one party as an employee, agent, joint venture partner or servant of another. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

25. Notices

All notices must be in writing and shall be sent by first class U.S. mail, a nationally known express or overnight courier (such as FedEx, UPS or the U.S. Postal Service) or email. You may send a notice relating to this Agreement by delivery-assured service to the Legal Department at the Uploadcare physical address set forth below. Email notices to Uploadcare shall be sent to the email address set forth below and such additional email address (if any) provided for notices in the applicable Order Form. Notices to you may be sent to: (i) an individual whose email address is provided in the applicable Order Form; or (ii) such other individual who provided his/her email address to Uploadcare as an administrative user of the Services. Notices shall be deemed given upon receipt thereof (as may be evidenced by a courier’s confirmation of delivery). Any notice of change in address shall also be given in the manner set forth above.

You can contact Uploadcare at help@uploadcare.com, or at: Uploadcare Inc, 401 Park Drive Suite 204, Boston, MA, 02215, USA.

26. Governing Law and Dispute Resolution

Except to the extent applicable law, if any, provides otherwise, this Agreement, any access to or use of the Services will be governed by the laws of the State of Delaware, U.S.A., excluding its conflict of law provisions. The parties agree that the UN Convention on Contracts for the International Sale of Goods shall not apply to the Agreement nor to any dispute or transaction arising out of the Agreement. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Wilmington, Delaware, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

Waiver of Jury Trial and Class or Consolidated Actions. YOU WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. YOU ARE INSTEAD CHOOSING TO HAVE CLAIMS AND DISPUTES RESOLVED BY ARBITRATION. IN ANY LITIGATION BETWEEN YOU AND UPLOADCARE OVER WHETHER TO VACATE OR ENFORCE AN ARBITRATION AWARD, YOU WAIVE ALL RIGHTS TO A JURY TRIAL, AND ELECT INSTEAD TO HAVE THE DISPUTE BE RESOLVED BY A JUDGE. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Uploadcare is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth below.

In the event that the binding arbitration provision above is found not to apply to you or to a particular claim or dispute, either as a result of your decision to opt-out of the Agreement or a court order, you agree that any claim or dispute that has arisen or may arise between you and Uploadcare must be resolved exclusively by a state or federal court located in Wilmington, Delaware. You and Uploadcare agree to submit to the personal jurisdiction of the courts located within Wilmington, Delaware for the purpose of litigating all such claims or disputes.

27. Miscellaneous

This Agreement and any applicable Order Form constitutes the entire agreement between Uploadcare and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Uploadcare, or by the posting by Uploadcare of a revised version. In terms of any conflict between the provisions of this Agreement and the Order Form, the provisions of this Agreement shall prevail except where the Order Form expressly provides that it shall prevail over a provision of the Agreement. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. The failure of Uploadcare to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Subject to prior written consent of Uploadcare, you may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Uploadcare may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

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