PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND REGISTERING FOR, ACCESSING AND/OR USING THE SERVICE.
By accepting these terms of Service (the “Terms”), or accessing and using the Service (defined below) or website, https://problembo.com/ (“Site”; for clarity, the term “Site” includes all Content (defined below) on the Site, but excludes the Service, unless otherwise specified herein), you acknowledge that you have read and understood and agree to comply with the terms of service below, and are entering into a binding legal agreement with Problembo Ltd. (“Problembo”, “us”, “we” or “our”). If you are entering into these Terms on behalf of your employer or other legal entity, you represent and warrant that you have full authority to bind said employer or other legal entity to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your employer or other legal entity, please do not accept these Terms or access or use the Service. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law.
1. Description of the Service and Site.
1.1. Service. The service enables you to convert and optimize your photos. You can upload photos and use the service to convert, optimize and reduce the size of such photos while maintaining to the extent possible the quality of the photos (“Service”).
1.2. Site. The Site is intended to provide you with information about the Service.
2. Ability to Accept Terms. If you access and use the Service and/or the Site, you represent and warrant that you are at least 18 years old. The Service and/or the Site are only intended for individuals aged 13 years or older. If you are under 13 years please do not visit, access or use the Service and/or the Site. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting, accessing or using the Service and/or the Site to make sure that you and your parent or guardian understand these Terms and agree to them.
3. Using the Service. Problembo provides the certain service functionalities as a part of the Service. Problembo may add other functionalities and/or modify some of the functionalities at its own discretion and without further notice.
4. Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Service to any third party, including, but not limited to your affiliates, or use the Service in any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related features of the Site and/or Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service and/or Site; (iii) reverse engineer, decompile or disassemble, decrypt or attempt to derive the source code of, the Service and/or Site, or any components thereof; (iv) copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service and/or Site, or any part thereof; (v) use any robot, spider, scraper or other automated means to access or monitor the Service and/or Site for any purpose; (vi) take any action that imposes or may impose (at Problembo’s sole discretion) an unreasonable or disproportionately large load on the Problembo infrastructure or infrastructure which supports the Site and/or Service; (vii) interfere or attempt to interfere with the integrity or proper working of the Service and/or Site, or any related activities; (viii) remove, deface, obscure or alter Problembo’s or any third party’s identification, attribution or copyright notices, trademarks or other proprietary rights affixed to or provided as part of the Service and/or Site, or use or display logos of the Service and/or Site, without Problembo’s prior written approval; (ix) use Problembo’s marks without our prior written consent; (x) use the Service and/or Site to develop a competing service or product; (xi) use the Service and/or Site to send unsolicited or unauthorized commercial communications; (xii) use the Service and/or Site in any unlawful manner, for any harmful, irresponsible or inappropriate purpose, or in breach of these Terms, any terms and conditions of any third-party product or service you use, or agreement you have entered into with any third party; and/or (xiii) use or access the Service for any commercial purposes. Users may not use software or other technical means to change their IP address or circumvent our security systems
5.1. Problembo Data. The Site, the Services, and their contents may only be used in accordance with the terms of these Terms. All materials displayed or performed on the Site or in the Service, including, but not limited to text, graphics, articles, photographs, images, illustrations (“Problembo Data”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Problembo Data accessed through the Services, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Problembo Data or other proprietary rights not owned by you without the express prior written consent of the respective owners.
5.2. Your Content. In the course of using the Service, you may provide content whether created by or for you, including but not limited to, graphics, images, files, photos, animation, artwork, text, data, information, scripts or other material information which may be used by Problembo in connection with the Service. You understand that by providing content, materials or information (including without limitation information relating to End Users) to Problembo or in connection with the Service (“Content”), Problembo hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of your Content (including all related intellectual property rights) in connection with Problembo’s provision of the Service. For clarity, the foregoing license grant to Problembo does not affect your ownership of or right to grant additional licenses to the material in your Content. Problembo may use your Content internally for improving the Service. In addition, your content will be removed from Problembo's systems within 48 hours from the time your Content was uploaded to the Service.
6. Intellectual Property Rights.
6.1. Site and Service. The Service and the Site, including all Content contained or displayed on the Site and/or Service, are the property of Problembo and may be protected by applicable copyright or other intellectual property laws and treaties. Title and full, exclusive ownership rights in the Service and the Site (and all parts of either, including the Content), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage of the Site and/or Service (excluding Customer Data), and Problembo’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Problembo (or its third party providers). “Problembo”, “heictojpg” the Problembo logo, and other marks are marks of Problembo or its affiliates. All other trademarks, service marks, and logos used on the Site and/or Service are the trademarks, service marks or logos of their respective owners. We reserve all rights not expressly granted in and to the Service, Site and the Content.
6.2. Your Content. The intellectual property and all other rights, title and interest of any nature in and to your Content are and shall remain your exclusive property. Except as expressly set forth herein, nothing in these Terms shall be construed as transferring any rights, title or interests to your Content to Problembo or any third party.
7. Confidential Information. You agree to keep confidential and to use only for purposes permitted under these Terms, any Problembo proprietary or confidential information disclosed to you pursuant to these Terms or in connection with your use of the Service which is marked as confidential or is identified at the time of disclosure as confidential or which would reasonably be considered confidential or proprietary in nature. The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure, is rightfully known by you prior to the time of disclosure as evidenced in writing, is rightfully obtained from a third party who has the right to disclose it, or which is required by law, government order or request to be disclosed (provided that you shall give written notice to Problembo of such disclosure and an opportunity, at Problembo’s expense, to resist or restrain the scope of such request). Upon any termination of your subscription to the Service, you shall return to us all Problembo confidential information, and all copies thereof, in your possession, custody or control unless otherwise expressly provided in these Terms.
Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use and publish Anonymous Information (defined below) relating to your use of the Service and/or Site, and disclose it to provide, improve and publicize our products and services and for other business purposes. “Anonymous Information.” means information which does not enable identification of an individual, such as aggregated and analytics information. Problembo owns all Anonymous Information collected or obtained by Problembo.
8. Termination by Problembo. Problembo shall have the right to terminate your use of the Service or to terminate the Service at any time and by providing you, without prior notice or liability to you. Notwithstanding, Problembo may terminate your use of the Service at any time and without prior written notice in any case where it believes that you have breached these Terms and such breach may cause Problembo irreparable harm unless your Account is terminated immediately. Upon termination of these Terms, you shall cease all use of the Service.
9. Effect of Termination. Upon termination you will lose all access to the Service and to your Content that we may be storing on your behalf. We do not accept any liability for any termination of the Service or your Content that is deleted in connection thereto. We shall not be liable to you or any third party for termination of your use of or access to the Site and/or Service, or any portion thereof. This Section 9 and Sections 4 (Restrictions), 5 (Your Content), 6 (Intellectual Property Rights), 0 (Anonymous Data), 19 (Warranty Disclaimer), 11 (Limitation of Liability), 12 (Indemnification), 13 (Disclosure), 18 (Governing Law and Disputes) and 19 (General), as well as any other provision which is intended to survive termination of the Terms or your subscription to the Service, shall survive termination of these Terms and your subscription to the Service.
10. Warranty Disclaimer.
10.1. The Site and the Service are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Site and Service and for the selection of the Service to achieve your intended results. Problembo HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10.2. Problembo DOES NOT WARRANT THAT THE SERVICE OR ACCESS TO AND USE OF THE SITE OR SERVICE WILL BE UNINTERRUPTED, ERROR FREE THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVICE IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.
10.3. Problembo OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTY: (I) THAT THE SERVICE, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT ALL VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS; AND (II) REGARDING THE BACKUP OR STORAGE OF YOUR CONTENT ON OR BY THE SERVICE.
10.4. Problembo DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, INFORMATION, REPORTS OR RESULTS THAT YOU OBTAIN THROUGH THE SERVICE AND/OR THE SITE. YOUR USE OF AND RELIANCE UPON SERVICE AND/OR SITE, OR CONTENT AND DATA (INCLUDING CUSTOMER DATA) IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND Problembo, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING.
10.5. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.
11. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:
11.1. IN NO EVENT WILL, Problembo ITS AFFILIATES AND THIRD-PARTY PROVIDERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH THESE TERMS FOR: (I) ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (II) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (III) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.
11.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Problembo, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITE AND THE SERVICE), EXCEEDTHE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) FOR IN THE 6 MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
11.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY SET FORTH IN THIS SECTION 12 SHALL APPLY: (I) EVEN IF Problembo, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (II) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (III) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
11.4. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.
12. Indemniﬁcation. You hereby warrant, represent and agree to indemnify, hold Problembo harmless and to indemnify Problembo and its respective affiliates, officers, directors, employees and agents from and against any and all claims, damage, obligations, liabilities, loss, expense, legal expense (including but not limited to attorney’s fees) or cost incurred as a result of (i) your use of or inability to use the Service; (ii) your violation of these Terms, including any false representation; and/or (iii) your Content infringing third party intellectual property rights.
13. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Service and/or the Site as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to your support requests, and/or (v) protect the rights, property or safety of Problembo, its users or the public.14. Links.
14.2. We permit you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with Problembo or present any false information about us and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website that you do not own; (v) your website and domain name do not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.
16. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Problembo without restriction.
17. Modifications. We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective 10 days following our sending a notice thereof to you or posting the revised Terms on the Site and your continued use of the Service thereafter means that you accept those changes.
18. Governing Law and Disputes These Terms and any disputes between you and Problembo shall be governed by the laws of the State of Georgia, without reference to its conflict of laws rules
18.1. The exclusive jurisdiction and venue for all disputes between you and Problembo shall be the courts located in Tbilisi, and each party hereby irrevocably consents to the jurisdiction of such courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms. Notwithstanding the foregoing, Problembo reserves the right to seek injunctive relief in any court in any jurisdiction.
Last updated: September 4, 2022