Terms of Service

Merch Locker is a cloud-based image management solution (the “Service”, as more fully described below). These Terms of Service will govern the relationship between you and Merch Locker

PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS (THE “TERMS” OR “TERMS OF USE“), BECAUSE THEY, ALONG WITH OUR PRIVACY POLICY AND OUR DMCA COPYRIGHT POLICY, CONSTITUTE A BINDING AGREEMENT BETWEEN YOU, THE INDIVIDUAL OR THE ENTITY ACCESSING OR USING THE SERVICE, AND MERCH LOCKER. BY ACCESSING THE SERVICE OR BY USING IT IN ANY MANNER, YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SERVICE.

From time to time, Merch Locker may change the Terms to meet technical, operational and legal changes. Merch Lockerwill post a notice about changes made to the Terms on Merch Locker’s website, and may send you a notice by email, reasonable time before the changes take effect. You may choose to deny the amended Terms and if Merch Locker does not agree that such amended terms will not apply to you, terminate your account. By continuing to use your account with the Service after the new changes have taken effect, you indicate your agreement to the amended Terms.

About the Service

The Service is an online image and data management platform. The Service offers a feature-rich solution for websites’ and applications’ use of images.

From time to time, Merch Locker may modify or enhance the Service, and may offer additional tools and features, free-of-charge or subject to additional fees. The additional tools and features may be governed by additional or different terms of service.

Our service allows the storage of data depending on the subscription level.  Merch Locker is not responsible for any loss of data, nor should it be considered a backup for critical data.  Merch Locker will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that a user may incur as a result of using the service.

Grant of Right

Subject to these Terms and to the payment of fees, if applicable, Merch Locker grants you a worldwide, limited, non-exclusive, revocable, non-transferable, non-sublicensable right to use the Service. Except as explicitly provided in these Terms, you may not use the Service for any other purpose.

User Account

When you register, Merch Locker will ask you to provide certain contact and personal details. Merch Locker will explicitly indicate the fields that are mandatory to complete. False, incorrect, or outdated information, such as an invalid email address, may prevent you from registering and impair Merch Locker’s ability to provide you with the Service.

To login, you must provide your email address and password. Merch Locker may also establish and require from time to time additional or different means of identification and authentication for logging in and accessing the Service. You will maintain your login details in absolute confidentiality. Make sure that you change your password at least once every six months. You will immediately notify to Merch Locker of any potential or actual misuse, unauthorised use, of your account.

If your subscription terms expressly allow for termination at will, you may terminate your account through your account page. If your subscription is based on a renewable fixed period, you may elect not to renew your subscription by sending Merch Locker the applicable prior notice. Merch Locker may require you to verify your identity by sending Merch Locker additional information, as a condition for terminating your account. Following the termination of your account, you may no longer be able to access the Service. You are not entitled to refund upon termination of these Terms.

Notwithstanding any remedies that may be available to Merch Locker under any applicable law, Merch Locker may temporarily or permanently deny, limit, suspend, or terminate your user account, prohibit you from accessing the Service, remove your content and take technical and legal measures to keep you off the Service without refund, if Merch Locker determines in its sole discretion that you: (i) abused your rights to use the Service; (ii) breached the Terms; (iii) violated any applicable law, rule, or regulation; (iv) performed any act or omission which is harmful or likely to be harmful to us, or any other third party, including other users or providers of the Service; (v) are sharing accounts between multiple users

Acceptable Use of the Service

When using the Service, you will abide by the applicable laws, rules and regulations, and by any usage guidelines Merch Locker may convey to you from time to time.

You may not access or use the Service for any illegal or abusive purposes, or to develop or create a similar or competitive product or service to the Service. You will be responsible for all acts and omissions associated with your access and use of the Service.

Merch Locker may, but is under no duty to, review all Contributed Content and remove or block access to such content, as more fully described below.

Any use of your account is subject to your sole responsibility. You will not,  access and use the Service (including as to upload or transmit any Contributed Content) for any illegal, harmful, fraudulent, offensive purpose or to transmit, store, display, distribute or otherwise make available content that is infringing upon any third party rights, illegal, harmful, indecent, obscene, defamatory, libellous, harassing, threatening, fraudulent, offensive or inconsistent with the generally accepted practices of the Internet community, including without limitation promoting or facilitating pornography, offering or disseminating fraudulent goods, services, schemes, or promotions, spamming, make-money-fast schemes, ponzi and pyramid schemes, phishing, or pharming, and use of content or technology that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, or data, including viruses, Trojan horses, worms or time bombs.

In addition, you will comply with the Acceptable Use Policy (AUP) of the Content Delivery Network (CDN) associated with your account, as may be amended from time to time.

Privacy

You represent that your disclosure of privacy practices to Authorised Users will cover the Service’s use of personal information pursuant to the Service’s privacy policy, located at https://merchlocker.io/privacy-policy

Content Removal

Merch Locker may report any Contributed Content and share user identifiable information, if Merch Locker believes, in its sole discretion that such content is illegal or abusive or may violate any third party rights.

Merch Locker respects the rights of its users and any other person. If you believe that any of your rights, other than copyrights, are abused on the Service, please contact Merch Locker at https://merchlocker.io. Merch Locker may ask you to provide additional information to process your complaint. Merch Locker  will make reasonable efforts to review your complaint and respond promptly. Merch Locker will not respond to anonymous complaints.

Merch Locker may remove any Contributed Content if Merch Locker believes, in its sole discretion, or receives a notice, other than DMCA Notice, from a third party, that such content may violate any third party rights. Prior to removing the said content, Merch Locker will block access to it and provide you a 48 hours prior notice before removing the said content without maintaining any backup copy.

Service Fees

Merch Locker offers some of its plans free of charge.

Merch Locker also offers fee-based plans. You may use them subject to purchasing one of the Service’s plans, as listed in Merch Locker website. From time to time, Merch Locker may change the Service fees, upon reasonable prior notice that Merch Locker will post on its website or send you by email.

You may pay the fees by using the methods of payments as available, published and updated from time to time on the Service. Fees will be regarded as paid only after your payment has been confirmed. Service will be available to you promptly after you have paid the Service fees. You acknowledge that fees are not refundable.

Payments will include applicable taxes. You will pay all fees and taxes in a timely manner and in compliance with Merch Locker’s pricing schedule and you will reimburse Merch Locker for any interest and collection costs resulting from overdue payments.

Merch Locker will make its best efforts to have a transaction processed accurately and expeditiously and reimburse you for any excess payment that you were mistakenly charged with. However, Merch Locker will not be liable for mistakes, errors, malfunctions and miscalculations made by the payment service providers.

Upon failure to make any payment, and following a seven (7) days prior notice of due payments sent to you, Merch Locker may remove, disable or terminate your account. You waive any and all claims against Merch Locker and anyone on Merch Locker’s behalf in connection therewith.

Intellectual Property

Except for your Contributed Content, all rights, title and interest in and to the Service, including any intellectual property rights, whether registered or not, and any goodwill associated therewith, are owned by, or licensed to Merch Locker. Unless as expressly provided herein, these Terms do not grant you any rights to patents, copyrights, trademarks (whether registered or unregistered), trade names, trade secrets, domain names or any other rights, functions or licenses with respect to the Service and you may not use the Service for any other purpose without Merch Locker’s prior, express written authorisation.

Merch Locker does not claim ownership over Contributed Content. However, you grant Merch Locker permission to use your Contributed Content, for the purposes of providing, developing and supporting the Service. 

Confidentiality

Confidential Information” means any information furnished or made available by you or your Authorised Users, that is identified as “confidential” or “proprietary,” either by legend on written or electronically stored material, or which ought reasonably to be recognised as confidential or proprietary by virtue of its nature or the circumstances of its disclosure.

Merch Locker will maintain strict confidentiality of your Confidential Information and will not use, disclose or have your Confidential Information disclosed, directly or indirectly to any third party, except as specifically required to provide you the Service, or subject to your prior permission. Merch Locker will take precautions to maintain the confidentiality of your Confidential Information with the same degree of care as to Merch Locker’s own Confidential Information, but in no case less than reasonable care. Upon termination of this agreement, Merch Locker will use commercially reasonable efforts to delete all copies of your Confidential Information that is stored on Merch Locker’s system, except for retaining data for legitimate business purposes or as required under the applicable law, including under tax related requirements, account settling, record keeping, archiving and legal issues.

The foregoing will not be considered as your confidential information: (a) information already known to Merch Locker without an obligation of confidentiality, (b) information that is or becomes publicly known other than through a breach by Merch Locker , or (c) information that is independently developed by Merch Locker.

If Merch Locker is compelled by law to disclose your confidential information, Merch Locker will provide you a prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at your cost, if you wish to contest the disclosure.

Indemnification

You will indemnify, defend and hold harmless, Merch Locker, Merch Locker’s affiliate and Merch Locker and Merch Locker affiliate’s employees, directors, shareholders, advisors or anyone acting on Merch Locker’s behalf with respect of any claim, demand, damage, loss, loss of profit, payment or expense, including reasonable attorney fees Merch Locker incur in connection with an alleged or actual breach of these Terms or an alleged or actual unlawful or tortuous action or inaction with respect to the Service by you or by anyone on your behalf. Such indemnity will include, but will not be limited to, legal expenses and attorney fees.

General

These Terms along with the Privacy Policy specified at https://merchlocker.io/privacy-policy constitute the entire agreement between you and Merch Locker with respect to the access and use of the Service and supersede any and all agreements, negotiations and understandings, whether written or oral, about the Service, except that if you have separately entered with Merch Locker into an online or written agreement or subscription form that incorporates by reference these Term, any terms of such agreement or subscription form that add to, conflict with or change, these Terms shall prevail.

No waiver, concession, extension, representation, alteration, addition or derogation from these Terms will be effective unless effected in writing and expressly.

Last Updated: 12/02/2018