Terms & conditions
Updated 18 November 2009
Introduction
The VisualDNA Shops Widget ("The Widget" or "VisualDNA Shop(s)") allows Site owners ("You") to monetize your Site.
A VisualDNA Shop enhances your Site with fun picture quizzes and product recommendations personalized for each Site User ("User").
The following Terms and Conditions shall apply to the relationship between Imagini™ Europe Limited ("We", "Us" or "Imagini") as the provider of the Widget and You as a Site owner who downloads the Widget.
Towards the end of these Terms there is information relevant to Users.
Imagini Europe Limited is a company incorporated and registered in England and Wales with registered number 05565112 and registered office at c/o Orrick, Tower 42, Level 35, 25 Old Broad Street, London EC2N 1HQ. Our VAT Number is 915772114. We are registered under the Data Protection Act 1998, number Z9712306.
VisualDNA Shops is a trading name of Imagini Europe Limited.
Acceptance of and Changes to Terms and Conditions
Your use of the Widget is subject to your acceptance of and compliance with these Terms and Conditions. You agree that you will use the Widget in compliance with all applicable laws and regulations. If you do not agree to be bound by these Terms, you should cease using the Widget.
We may change these Terms and Conditions at our discretion. We indicate at the top of this page the date these Terms were last revised. Your continued use of the Widget after any changes to these Terms constitutes your acceptance of the new Terms. If you do not agree with such new Terms, then do not access or continue to use the Widget. It is your responsibility to regularly check this section to see if there have been any changes to these Terms.
Proper Use
You shall not use the Widget for any purposes which are, or on any site which is, unlawful, defamatory, harassing, abusive, fraudulent, obscene, sexist, racist, religiously injurious, threatening, or otherwise objectionable as reasonably determined by Imagini, or which infringes upon another party's intellectual property rights or other proprietary, contractual or fiduciary rights or obligations.
Imagini reserves the right, but shall have no obligation, to investigate your use of the Widget in order to determine whether a violation of the Terms has occurred or in order to comply with any applicable law or regulation.
Notwithstanding any consequences in law, non-observance of the terms and conditions shall entitle Imagini to terminate access without notice and to permanently exclude your use.
You must provide accurate contact information required as part of the registration process. By creating an account you consent to us contacting you.
We use contact information from the registration form to send you information about us ("general mailings") and to notify you about changes to our Terms and Conditions. We will not share your contact information with anyone without your express consent. You may opt-out of receiving general mailings at any point by emailing us.
Intellectual Property Rights
The copyright and all other intellectual property rights in the Widget (including all database rights, trade marks, service marks, trading names, text, graphics, code, files and links) belong to Imagini or our licensor(s). You must not copy, transmit, modify, republish, store (in whole or in part), frame or link to any material or information on or downloaded from the Widget without our prior written consent. You may not copy, distribute, sell, decompile, disassemble, modify, reverse engineer, create derivative works from or otherwise reproduce the Widget Software.
Specifically, Imagini™, VisualDNA™ and VisualDNA Shops™ are tradmarks of Imagini and may not be used without prior written permission.
Imagini retains all IP rights in the Widget and grants Site owners with a revocable, non-exclusive, worldwide license to use the Widget.
Use of the Widget is currently free. Imagini retains the right to charge for access but will notify Site owners by email of changes to these Terms.
Furthermore, Imagini shall be entitled, at all times and without prior notice, to temporarily discontinue or restrict the availability of its Widget for maintenance or updating.
Imagini may at any time and for any reason terminate use of the Widget or suspend or terminate your account. Imagini will notify you via email of any such termination or suspension, which shall be effective immediately.
As consideration for using the Service, you agree and understand that Imagini may display ads and other information with the Widget.
Data, Data Ownership and Privacy
You grant Imagini consent to track User activity on your site.
User data is collected via Imagini's Analytics Tool.
Imagini owns all User data collected via the Widget.
All User data collected is non personally identifiable; for example image click-stream data, data on products viewed etc. We may also store information collected automatically, such as User IP address and information stored via cookies.
Data collected is used to gain insights into image selection and product selection and to gather statistics about the number of people who use the Widget and to customize the Widget content, layout and services.
Aggregated data will be provided to each Site owner regarding activity on his Site. Aggregated data will be shared with other Site owners if consent has been given.
Imagini is not responsible for the privacy policies and practices of any other websites, accessed using links from the Widget.
Representations and Warranties
You represent and warrant that (a) all of the information provided by you to use the Widget is correct and current; and (b) you have all the necessary rights, power and authority to enter into this agreement and to perform the acts required of you hereunder.
Imagini is neither obliged to make its Widget available at all times nor to ensure that it can be used without errors. This particularly applies if access to the Widget is affected by disruptions that are beyond the influence of Imagini. Furthermore, Imagini shall be entitled, at all times and without prior notice, to temporarily discontinue or restrict the availability of its Widget for maintenance or updating.
We make no warranties or representations as to the accuracy or completeness of any Content or other material provided via the Widget.
We make no warranty that the Widget complies with laws other than those of England and Wales.
Termination and Cancellation
You may cancel your agreement to these terms and conditions by ceasing to use the Widget at any time.
Imagini may at any time and for any reason terminate use of the Widget or suspend or terminate your account. Imagini will notify you via email of any such termination or suspension, which shall be effective immediately.
Indemnification
You agree to hold harmless and indemnify Imagini, and its subsidiaries, affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of the Widget or any claim related to your Site from which the Widget is accessed, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and legal fees, of every kind and nature. In such a case, Imagini will provide you with written notice of such claim, suit or action.
External Link Disclaimer
The Widget contains links to websites operated by third parties. We have no control over their individual content. We therefore make no warranties or representations as to the accuracy or completeness of any of the information appearing in relation to any linked websites. Access to any third party website linked from the Widget is at each person's own risk.
Your correspondence or business dealings with, or participation in promotions of, advertisers, merchants and other third parties found on or through the Widget, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser, merchant or third party. To the fullest extent permitted by applicable law, you agree that: (a) We shall not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers, merchants or third parties on the Site, and (b) any orders placed and any product specifications and product availability appearing on the Site are subject to confirmation by, and the terms and conditions of business of, the relevant advertisers, merchants or third parties.
Exclusion of Liability
Nothing in these Terms will be deemed to exclude our liability to you for death or personal injury arising from our negligence, or for fraudulent misrepresentation nor any other liability that cannot be excluded or limited under applicable law.
We will not be liable for any failures due to software or Internet errors or unavailability, or any other circumstances beyond our reasonable control and we do not accept any liability for loss of your account details caused by a breakdown, error, loss of power or otherwise caused by or to your computer system.
We accept no liability for any loss suffered as a result of your use of the Widget or reliance on any information provided on it and exclude such liability to the fullest extent permitted by law.
We shall not be liable to you for any indirect, consequential, special or punitive loss, damage, costs and expenses, loss of profit; loss of business; loss of reputation, depletion of goodwill; or loss of, damage to or corruption of data or wasted management or office time or for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable.
Jurisdiction
The laws of England and Wales shall apply to these Terms. You irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms.
A waiver by a party of a breach of any provision shall not be deemed a continuing waiver or a waiver of any subsequent breach of the same or any other provisions. Failure or delay in exercising any right under these Terms shall not prevent the exercise of that or any other right.
If a court decides that any part of these Terms cannot be enforced, that particular part of these Terms will not apply, but the rest of these Terms will.
You may not assign or transfer any benefit, interest or obligation under these Terms.
The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms.
Contact
If you wish to contact us, please email us at shops-contact@visualdna.com or by post to The Directors, Imagini Europe Limited, 7 Moor Street, London, W1D 5NB.
Information for Site Users
Background
Thank you for accessing VisualDNA Shops™ ("Widget" or "VisualDNA Shop(s)"). A VisualDNA Shop uses fun picture quizzes to generate personalized product recommendations.
Please note that Imagini Europe Limited ("Imagini") has supplied the Widget to the Site from which you have accessed the Widget but Imagini has no control over that Site.
VisualDNA Shops is a trading name of Imagini Europe Limited.
Imagini Europe Limited is a company incorporated and registered in England and Wales with registered number 05565112 and registered office at c/o Orrick, Tower 42, Level 35, 25 Old Broad Street, London EC2N 1HQ. Our VAT Number is 915772114. We are registered under the Data Protection Act 1998, number Z9712306.
This information relates to your use the Widget as the user ("User").
Privacy
We are not responsible for the privacy policies and practices of the Site from which you have accessed the Widget or for any other websites, even if you access them using links from the Widget. You are therefore advised to read the privacy policy of such other websites.
Imagini collects no personal data via your use of the Widget.
All User data collected is non personally identifiable; for example image click-stream data, data on products viewed etc We may also store information collected automatically, such as User IP address and information stored via cookies.
Data is collected via Imagini's Analytics Tool.
Data collected is used to gain insights into image selection and product selection and to gather statistics about the number of people who use the Widget and to customize the Widget content, layout and services.
Aggregated data will be provided to each Site owner regarding activity on his Site. Aggregated data will be shared with other Site owners if their consent has been given.
Access
Imagini is neither obliged to make its Widget available at all times nor to ensure that it can be used without errors. This particularly applies if access to the Widget is affected by disruptions that are beyond the influence of Imagini. Furthermore, Imagini shall be entitled, at all times and without prior notice, to temporarily discontinue or restrict the availability of its Widget for maintenance or updating.
External Link Disclaimer
The Widget appears on websites and contains links to websites operated by third parties. We have no control over their individual content. We therefore make no warranties or representations as to the accuracy or completeness of any of the information appearing in relation to any third party websites. If you decide to access any third party website linked from the Widget, you do so at your own risk. Your correspondence or business dealings with, or participation in promotions of, advertisers, merchants and other third parties found on or through the Widget, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser, merchant or third party. To the fullest extent permitted by applicable law, you agree that: (a) We shall not be responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such advertisers, merchants or third parties on the Site, and (b) any orders placed by you on, and any product specifications and product availability appearing on, the Site are subject to confirmation by, and the terms and conditions of business of, the relevant advertisers, merchants or third parties.
Contact
If you wish to contact us, please email us at shops-contact@visualdna.com.
VISUALDNA SHOPS™ AFFILIATE PROGRAM
TERMS AND CONDITIONS
INTRODUCTION
The following Terms and Conditions shall apply to the relationship between Imagini™ Europe Limited ("We", "Us" or "Imagini") as the provider of VisualDNA Shops Widgets, and You the Affiliate ("You" or "Affiliate") as a Site owner who downloads our Widget and signs up to our VisualDNA Shops Affilliate Program ("Affiliate Program").
These terms shall govern your participation in the Affiliate Program. Imagini may add to, change, suspend or discontinue any aspect of the Affilliate Program at any time.
Imagini Europe Limited is a company incorporated and registered in England and Wales with registered number 05565112 and registered office at c/o Orrick, Tower 42, Level 35, 25 Old Broad Street, London EC2N 1HQ. Our VAT Number is 915772114. We are registered under the Data Protection Act 1998, number Z9712306.
VisualDNA Shops is a trading name of Imagini Europe Limited.
ACCEPTANCE AND CHANGES TO TERMS AND CONDITIONS
Your participation in the Affiliate Program is subject to your acceptance and compliance with these terms and conditions.
If you do not agree to be bound by these terms and conditions you should cease participation in the Affiliate Program.
We may change these Terms and Conditions at our discretion. We indicate at the top of this page the date these Terms were last revised. Your continued participation after any changes to these Terms constitutes your acceptance of the new Terms. If you do not agree with such new Terms, then do not access or continue to participate in the Affiliate Program. It is your responsibility to regularly check this section to see if there have been any changes to these Terms.
To apply to become an Affiliate and join the Program, you must
- be a registered VisualDNA Shops user register now; and
- fill out an online application
Imagini may reject an application (or later terminate application) for any reason whatsoever in its sole discretion including if the Affiliate Site;
- is unsuitable or incompatible;
- is an incentive-based website which rewards users for generating affiliate fees; or
- is used, either directly or indirectly, for the primary purpose of increasing affiliate fees.
FEES AND PAYMENT
Imagini may add to, change, suspend or discontinue any aspect of the Affilliate Program at any time.
All transactions/fees are provisional and subject to validation.
You can view your account on-line any time.
Each quarter, Imagini will issue a statement of account to the Affiliate setting out details of all Valid Transactions and the quarterly fee due to the Affiliate. Payment will be made via PayPal 60 days thereafter.
Fees are paid as follows;
- $0.10 for each valid transaction
- Up to a maximum of 100 valid transactions per calendar month
If you exceed this limit, you should contact us to be set up on a bespoke affiliate scheme.
Imagini data will be the only and the final source of information used to calculate transactions/fees.
Imagini shall have no obligation to make payments of any Fees due to the Affiliate in the event that the Fees which are due is equal to or less than the Minimum Threshold provided, however, that Imagini shall retain such Fees on account until such time that the Fees payable to the Affiliate exceed the Minimum Threshold. The Minimum Threshold is $100.00.
If, in the sole opinion of Imagini, the Affiliate generates or attempts to generate Fees by way of a breach of the terms of this Agreement, the Affiliate hereby assigns to Imagini any and all Fees generated by the Affiliate regardless of the time or manner in which the Fees were generated and the Affiliate hereby waives and releases any claim in respect of such Fees.
In the event that Imagini is unable to contact the Affiliate at the address and/or contact details set out in the Application and; (a) Imagini is unable to remit Fees credited to the account of the Affiliate due to the provision of insufficient or out of date payment information; or (b) the Affiliate does not log into the Service for a period of 12 months; the Affiliate hereby assigns to Imagini the entire benefit of any and all Fees credited to the account of the Affiliate and the Affiliate hereby waives and releases any claim in respect of such Fees.
Time shall not be of the essence regarding payment of the Fees and interest shall not accrue on any Fees that pursuant to this Agreement are due to the Affiliate.
VALID TRANSACTIONS & MANIPULATION OF SERVICE
Validation is at the sole discretion of Imagini.
A Valid Transaction means a transaction which (i) involves a voluntary unique quiz completion by a bona fide Visitor from an Affiliate Website who has not taken the quiz before; (ii) is consistent with these Conditions and (iii) is not obtained in a misleading or indirect manner for the sole purpose of increasing Affiliate Fees.
Affiliates must act ethically and reasonably in their use of the Service. Affiliates must not do anything (or cause or permit anything to occur) which will cause Imagini to pay Fees to the Affiliate, which the Affiliate did not procure legitimately.
WARRANTIES & LIABILITY
Imagini's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Agreement shall be limited to the amount of the Fees paid under the Agreement in the twelve (12) months preceding the date on which the claim arose.
Imagini makes no representation or warranty that the operation of the Service, or systems for tracking Valid Transactions generated by the Affiliate will be uninterrupted or error-free, and Imagini will not be liable for the consequences of any interruptions or errors.
Affiliate must not use spyware, adware, malware, robots (not including link checkers), forced clicks, automatic openings, automatic cookie dropping, or cookie stuffing.
TERM AND TERMINATION
If the Affiliate is in breach of any of its obligations Imagini may;
- suspend the Affiliate from participating in the Service; and/or
- withhold any payment due to the Affiliate; and/or
- terminate this Agreement immediately.
