Terms & Conditions
1. Introduction
Welcome to PhaseUP PRO! Please carefully review the following terms and conditions (“Terms”) before using or placing an order with PhaseUP PRO. These Terms, along with all rules, policies, and guidelines related to PhaseUP PRO’s services as described on the PhaseUP PRO website, including the Privacy Policy, constitute the entire agreement between you and PhaseUP PRO and govern your use of PhaseUP PRO’s services. By accessing or using PhaseUP PRO’s services, you agree to be bound by these Terms.
2. Images
For optimal results, please ensure that the images you submit adhere to PhaseUP PRO’s guidelines regarding resolution and file format. Upon receipt of the edited image, it will be considered accepted unless you report an error to PhaseUP PRO within seven (7) days through your account page on the PhaseUP PRO website. PhaseUP PRO is committed to customer satisfaction and will work with you to rectify any errors.
3. Delivery
PhaseUP PRO delivers images to you via a public web address (e.g., URL) or through other agreed-upon methods. While PhaseUP PRO employs measures to safeguard your edited images, there are inherent security limitations in public web addresses. PhaseUP PRO offers various service pricing tiers based on requested delivery dates and prioritizes orders accordingly. While PhaseUP PRO strives to meet requested delivery dates, it does not guarantee delivery within the specified timeframe.
4. Payment
The price for the ordered service is determined in PhaseUP PRO’s price list, which is effective at the time PhaseUP PRO accepts your order. PhaseUP PRO reserves the right to change its price list without prior notice. All payments are made in Euros. PhaseUP PRO will process your payment upon submission of your order and will accept your order upon verified payment. In individual cases, PhaseUP PRO may consider extending a credit line to large volume and repeat customers, and in such a case, will bill such customers on a monthly basis. You are responsible for payment of all applicable taxes, duties, or tariffs related to your order, except taxes on PhaseUP PRO’s income. Notwithstanding the payment terms, all other provisions of this Agreement apply to a free trial. Free trials are limited to product images only (e.g., no animal, human, logo, or landscape images), and machine-like or automated submissions (e.g., multiple free trial requests from the same IP address) will not be accepted.
5. Image Usage Rights
You are solely responsible for the images you submit. PhaseUP PRO reviews submissions for inappropriate material and reserves the right to reject an image at its sole discretion for any reason or no reason at all. However, acceptance of an image by PhaseUP PRO for editing should not be construed as an acknowledgment of your rights to use the image. By submitting an image to PhaseUP PRO, you represent and warrant that you have the legal authority to enter into this Agreement, that you have the right to use credit card(s) or other payment methods used to initiate a transaction, that the images submitted by you to PhaseUP PRO do not contain materials (such as malicious software code or viruses) that could damage the property of PhaseUP PRO or its subcontractors, and you hereby grant PhaseUP PRO a non-exclusive, worldwide, transferable, royalty-free, sublicensable (through multiple layers of sublicensing including, but not limited to, PhaseUP PRO’s subcontractors) perpetual, irrevocable license under all intellectual property rights worldwide (including, but not limited to, copyrights, trademarks, trade secrets, moral, publicity, and privacy rights) to reproduce, modify, edit, create derivative works of, distribute (through multiple layers), publicly perform and display, and otherwise use the image as reasonably necessary for PhaseUP PRO and its subcontractors to provide the services requested by you hereunder. You agree to indemnify and hold harmless PhaseUP PRO, its subcontractors, licensors, and affiliates, as well as their directors, officers, shareholders, employees, and agents, from any claims, liabilities, or expenses (including, but not limited to, attorney’s fees) arising directly or indirectly from your breach of this Agreement.
6. Marketing
The use of PhaseUP PRO’s services grants PhaseUP PRO permission to use your name or logo in all PhaseUP PRO marketing materials to identify you as a customer of PhaseUP PRO.
7. Disclaimer of Warranties
Except as set forth in Section 2 (“Images”) procedures, the services are provided “as is.” Neither PhaseUP PRO nor its licensors or subcontractors make any warranties, express, implied, or statutory, regarding the services provided herein. All implied warranties of satisfactory quality, performance, merchantability, fitness for a particular purpose, or non-infringement are expressly disclaimed. Some jurisdictions do not allow the exclusion of implied warranties or the limitation of the duration of an implied warranty, so the limitations or exclusions set forth herein may not apply to you.
8. Limitation of Liability
In no event shall PhaseUP PRO, its licensors, or subcontractors be liable to you for any special, incidental, consequential, indirect, punitive, or exemplary damages of any kind, including, but not limited to, lost profits, revenue, savings, business, data, or goodwill, however used, whether for breach or repudiation of contract, tort, breach of warranty, negligence, or otherwise, even if PhaseUP PRO or a licensor or subcontractor of PhaseUP PRO has been advised of the possibility of such loss or damage. Notwithstanding any other provisions of this Agreement, the total liability of PhaseUP PRO and its licensors and subcontractors to you arising out of or related to this Agreement or the performance of services by PhaseUP PRO or its subcontractors shall be limited to the total payments made to PhaseUP PRO for the services rendered on the particular image in question. In no event shall PhaseUP PRO or its licensors or subcontractors be liable for the procurement of substitute goods or services. The foregoing limitations do not apply to damages arising from death or personal injury to persons or physical injury to tangible property in a jurisdiction where such limitation is prohibited by law. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.
9. Basis of Bargain
The parties acknowledge that PhaseUP PRO has set its prices in reliance on the limitations of liability and the disclaimers of warranties and damages set forth herein, and that these form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and warranties set forth in this Agreement shall apply even if they shall fail of their essential purpose.
10. Term
This Agreement shall commence from the date you submit an image to PhaseUP PRO until the date the returned image is deemed accepted, provided that PhaseUP PRO may terminate this Agreement at any time and refund any fees paid by you for an image that PhaseUP PRO has not yet processed, and PhaseUP PRO may or may not, at its sole discretion, refund fees for edited images that have not yet been deemed accepted. Sections 3-9 of these Terms of Service and any other provisions which by their nature survive, shall remain in effect after termination or expiration of this Agreement.
11. General Provisions
This Agreement is personal to you and may not be assigned or transferred by you. This Agreement is binding upon the successors and assigns of PhaseUP PRO. This Agreement shall be governed by the laws of Germany, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event of any dispute or claim arising out of this Agreement, the parties shall submit to arbitration administered by the American Arbitration Association in Santa Clara County, California, USA, or such other arbitration or venue mutually agreed upon. This Agreement is drafted in the English language, and the English language shall be the controlling language. The use of the singular form includes the plural form and vice versa, as the context requires. The headings used in this Agreement are for convenience only and shall not affect the interpretation of the provisions of this Agreement in any way. PhaseUP PRO shall not be liable for any alleged losses or damages arising out of non-performance due to force majeure, acts of God, strike, labor shortage, actions of civil or military authorities, government priorities, fire, flood, epidemics, quarantine, energy crises, war, riots, or disruption of PhaseUP PRO’s production for reasons beyond the reasonable control of PhaseUP PRO. PhaseUP PRO may amend this Agreement at any time, and the terms governing PhaseUP PRO’s service for a particular image are those in effect at the time of submission of the image. No waiver shall be derived from conduct or failure to enforce rights. If any part of this Agreement is deemed invalid or unenforceable, such part shall be enforced to the maximum extent permissible, and the remainder of this Agreement shall remain in full force and effect. In the event of a conflict between these Terms of Service and any other statement on PhaseUP PRO’s website, these Terms of Service shall prevail. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all other statements. Please note that PhaseUP PRO is an internationally operating company and collaborates with clients worldwide. While PhaseUP PRO is a German company, it also engages freelance staff internationally in areas such as retouching, marketing, and accounting. By using PhaseUP PRO’s services, you agree to indemnify and hold PhaseUP PRO, its subcontractors, licensors, and affiliates, harmless from any claims, liabilities, or expenses (including attorney fees) arising directly or indirectly from your breach of these Terms. These Terms and any dispute arising from or related to them shall be governed by the laws of Germany, without regard to conflicts of law principles. Any dispute or claim arising out of or relating to these Terms shall be resolved through arbitration in Santa Clara County, California, USA, or another mutually agreed-upon arbitration venue. If any provision of these Terms is deemed invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
12. Dispute Resolution
In the event of a dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through negotiation in good faith. If the parties are unable to resolve the dispute through negotiation, either party may initiate mediation proceedings by giving written notice to the other party. If mediation is unsuccessful in resolving the dispute, either party may initiate arbitration proceedings in accordance with the rules of the American Arbitration Association. The place of arbitration shall be [insert arbitration venue]. The language of the arbitration shall be English. The decision rendered by the arbitrator(s) shall be final and binding upon the parties, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Each party shall bear its own costs and expenses associated with the mediation and arbitration proceedings, including legal fees and expenses.
