Galleries Additional Terms & Conditions
Last Updated: November 30, 2020
The following additional Terms & Conditions will apply ONLY if Customer subscribes to the GalleriesSM Service:
1.1 Functionality. The Galleries Service allows Customers to create Galleries and to populate its Galleries with images. For each Gallery, Customer can choose to enable or not enable the following features:
- (a) Sample Requesting [in development - access limited]: Allows viewers browsing the Gallery (“Galleries Users”) to request samples of products featured in the images in the Gallery. Such requests will then be automatically sent by email to the appropriate contact or contacts provided by Customer;
- (b) High Resolution Images: Allows Galleries Users to download a high-resolution version of images in the Gallery.
1.2 Customer content.
- (a) Restrictions. Customer acknowledges and agrees that it shall not use the Service to include in any Gallery any Customer content that harasses, or threatens the health or safety of others, or that is obscene, indecent, hateful, malicious, racist, defamatory, fraudulent, libelous, treasonous, excessively violent or promoting the use of violence or otherwise harmful to others (as reasonably determined by Launchmetrics), and Launchmetrics reserves the right to remove from a Gallery any such Customer content if Customer does not respond within four (4) hours to a request by Launchmetrics to do the same. Launchmetrics shall have no liability for the removal of any Customer content pursuant to this section or for any request to Customer to remove any Customer content pursuant to this section, and for the avoidance of doubt, Customer acknowledges and agrees that no such action or request for action by Launchmetrics shall constitute a breach of these Terms.
- (b) Authorizations. Customer shall be solely responsible for any and all other individual authorizations, releases, consents, clearances, licenses, and payments as may be necessary with respect to any Customer content it provides to Launchmetrics on its behalf or on behalf of any third party that is to be displayed or otherwise used on or in connection with a Gallery and/or any other network owned by Launchmetrics. Launchmetrics reserves the right to remove from a Gallery any Customer content that is missing any necessary authorizations, releases, consents or clearances, or in regards to which any necessary payments have not been made, if Customer does not respond within four (4) hours to a request by Launchmetrics to do the same. Launchmetrics shall have no liability for the removal of any Customer content pursuant to this section or for any request to Customer to remove any Customer content pursuant to this section, and for the avoidance of doubt, Customer acknowledges and agrees that no such action or request for action by Launchmetrics shall constitute a breach of this Agreement.
- (c) License to Customer content in Galleries. Customer acknowledges and agrees that, to the extent that Customer content has been made available to any Galleries Users or Users of another Launchmetrics-owned network, Launchmetrics and Galleries Users shall have a non-exclusive, worldwide, royalty-free license and right to download, link to, reproduce, access, reference, and otherwise use any Customer content in accordance with the functionality enabled by Customer as described in the Order Form, including, where applicable, in connection with the Launchmetrics-owned network and any third-party social media sites (for example, where the applicable functionality has been enabled by Customer, a Galleries User shall have a license and right to share an image provided by Customer to Launchmetrics pursuant to this Agreement on her or his account at www.Facebook.com), and Customer acknowledges and agrees that Launchmetrics shall not be liable in any manner whatsoever for or in connection with any use of any Customer content by Galleries Users, whether that usage has been authorized herein or not.
(d) Warranties regarding Customer content. Customer represents, warrants and undertakes that:
- (i) it has full and complete title to and/or the authority to grant the peaceful enjoyment of the license and rights related to the Customer content granted under this Agreement which, for the avoidance of doubt, includes the grant in Section 1.2(b) above;
- (ii) as of the Effective Date of the Agreement, it holds and shall maintain in perpetuity all necessary consents, approvals, authorizations and licenses which are required in order to grant to Launchmetrics any license or right connected to the display or other use of the Customer content in relation to a Gallery and/or a Launchmetrics-owned network as described in these Terms; and
- (iii) it shall notify Launchmetrics in writing as soon as reasonably practicable if it no longer has all the necessary consents, approvals, authorizations and licenses described in Section 1.2(c) above.
- (e) Other Terms. Launchmetrics reserves the right to resize images uploaded by Customer into a Gallery so such images conform to the standard Service size and image characteristics.
1.3 Additional Images. Customer shall be charged, except as otherwise indicated in the Agreement between Customer and Launchmetrics, for any additional images above the number included in Customer’s Images Package that are in any of Customer’s Galleries at any point during a month (as determined by Launchmetrics in its sole discretion). Launchmetrics shall invoice Customer for such additional Fees no earlier than at the end of such month.
1.4 General. Service Updates. When Customer has a Service Provider Agreement or an Order Form with special conditions for the Galleries Services, these terms shall supersede the above Additional Terms & Conditions, unless otherwise indicated and until Customer is migrated toward the new Galleries version.