Effective Date: 08 - 28 - 2023
IMAGINE STUDIO: AI AVATAR GENERATOR TERMS OF USE
IMAGINE STUDIO: AI AVATAR GENERATOR TERMS OF USE
Subject to these Imagine Studio: AI Avatar generator Terms of Use (“Terms”), including any referenced or attached exhibits, appendices, documents and policies (collectively, the “Agreement”), Aiquire, Inc. (collectively “Company, we, our, us”) offers users access to and use of the Imagine Studio: AI Avatar generator application (as defined below), including the ability to purchase and/or acquire personalized Avatars through the Imagine Studio: AI Avatar generator application. This Agreement applies to all visitors of our website located at https://imaginestudio.app (the “Website”) who view only publicly-available content and users of our Mobile App “Imagine Studio : AI Avatar generator” (the ‘‘Application’’) who download, install, access or use and register (collectively the “User” or-“You”). Any transaction whereby you purchase a right to access and use any virtual avatars, avatar items (“Avatar”) is referred to as a “Avatar Purchase”, and our provision of services related to the Imagine Studio: AI Avatar generator application, personalized Avatars, Avatar items are collectively referred to herein as the “Services.”
BY ACCESSING OR USING IMAGINE STUDIO: AI AVATAR GENERATOR, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE IMAGINE STUDIO: AI AVATAR GENERATOR. YOUR CONTINUED USE OF IMAGINE STUDIO: AI AVATAR GENERATOR WILL CONFIRM YOUR ACCEPTANCE OF THESE TERMS.
BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT. IF YOU ARE NOT OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, YOU MAY ONLY USE THE SERVICES WITH THE PERMISSION AND UNDER THE SUPERVISION OF YOUR PARENT OR LEGAL GUARDIAN WHO AGREES TO BE BOUND BY THIS AGREEMENT AND TO BIND YOU TO THESE TERMS. MAKE SURE YOU HAVE REVIEWED THIS AGREEMENT WITH YOUR PARENT OR GUARDIAN SO THAT YOU BOTH UNDERSTAND ALL OF YOUR RIGHTS AND OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, THE SERVICES ARE NOT AVAILABLE TO CHILDREN UNDER 18 YEARS OF AGE.
ARBITRATION NOTICE: YOU AGREE THAT ANY DISPUTES BETWEEN YOU AND US ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW IN THE “DISPUTE RESOLUTION” SECTION.
1.SERVICES
Imagine Studio: AI Avatar generator is an application-based software that uses artificial intelligence algorithms to edit, modify and transform your photos. The application allows you to (a) upload photos onto application; (b) edit and modify uploaded photos; (c) access, view, interact with, and purchase or otherwise acquire a license to use Avatar items. Any processing of photos you submit through Imagine Studio: AI Avatar generator are governed by our Privacy Policy: https://imaginestudio.app/privacy.
We may at any time, and without prior notice to you, may change, expand, and improve the application. We may also, at any time, cease to continue operating part or all of the application or selectively disable certain features of the application. Your use of the application does not entitle you to the continued provision or availability of the application. You further acknowledge that your Avatar may not be unique, and that we may make available identical or similar Avatar items to other users of the Services. Moreover, you acknowledge that other users may build, customize, or accessorize a Avatar with the same combination of components as associated with your personalized Avatar, and that you have no right to prevent such users from having personalized Avatars similar or identical to your personalized Avatar.
2. USER ACCOUNTS
We may require you to register an account with us (“Account”) to access and use features or functionalities, that we may establish and maintain from time to time and in our sole discretion. By creating an Account, you agree to: (i) provide accurate, current, and complete information for your Account, (ii) maintain and promptly update, as necessary, your Account information, (iii) maintain the security of your Account login information, (iv) be responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent, and (v) immediately notify us if you discover or otherwise suspect any security breaches related to your Account. You are entirely responsible for maintaining the confidentiality, security and control of your Account login information and for all activities that occur in your Account. We are not liable for any loss or damage arising from your failure to comply with the above requirements.
You may register your Account using a valid account on the app store or marketplace from which you downloaded Imagine Studio: AI Avatar (Apple App Store, Google Play.) (each such account, a “Third-Party Account”). By using a Third-Party Account to register your Account, you are allowing Imagine Studio: AI Avatar to access your Third-Party Account as permitted under the applicable terms and conditions that govern your and our use of such Third-Party Account. Your use of any Third-Party Account is at your own risk, and you acknowledge that such use may be subject to additional terms, conditions, fees, and policies imposed by the applicable third party (collectively, “Third-Party Terms”). You are responsible for complying with any applicable Third-Party Terms, and you should review any applicable Third-Party Terms before using any Third-Party Account. You represent and warrant that your use of any Third-Party Account is in compliance with any applicable Third-Party Terms. We assume no liability with respect to any Third-Party Account and services, and we make no representations or warranties with respect to such Third-Party Account and services.
3. DATA PROTECTION
Please refer to our Privacy Policy: https://imaginestudio.app/privacy for information about how we collect, process and transfer information about you when you use Imagine Studio: AI Avatar generator. Transfer and storage of information about you, whilst you use Imagine Studio: AI Avatar generator, is governed by our Privacy Policy. You acknowledge and agree that your use of Imagine Studio: AI Avatar generator is subject to our Privacy Policy.
4. USER CONTENT
Imagine Studio: AI Avatar generator may allow you to upload, edit, create AI-generated avatars, store, and share Content, including your photos and videos (“User Content”). The ownership to User Content shall remain with the User and the User retains all right, title and interest in and to the User Content.
User grants Imagine Studio: AI Avatar generator a non-exclusive, royalty-free, fully paid up, worldwide, irrevocable license (with the right to sublicense) to access, host, run, reproduce, process, adapt, translate, store, process, publish, transmit, display, distribute, create derivative works of your User Content, without any additional compensation to you and use the User Content for the purposes of providing and supporting the Services and operating or improving Imagine Studio: AI Avatar generator.
Imagine Studio: AI Avatar generator does not have any control over the data, information and materials in any format, including text, images, photos, videos and audio, that is derived from the Accounts of the User and uploaded to, downloaded from, provided by, or appears in provision of the Services (“Content”) including with respect to the origin, adequacy, relevancy, accuracy, quality or legality of the Content.
You represent and warrant that: (i) you own the User Content edited and adjusted by you on or through Imagine Studio: AI Avatar generator or otherwise have the right to grant the rights and licenses set forth in this Agreement; (ii) you agree to pay for all royalties, fees, and any other monies owed by reason of the User Content you intend to edit and adjust on or through Imagine Studio: AI Avatar generator and approve to us that any usage of third-party User Content is otherwise cleared by you with the respective rightholder; (iii) in case the User Content depicts third parties or are owned by third parties you have received all the necessary consents from them to upload it to Imagine Studio: AI Avatar generator; and (iv) you have the legal right and capacity to enter into this Agreement in your jurisdiction.
5. USER RESTRICTIONS
You are responsible to ensure that the manner of your use of the Services and the
Content that you have generated is not in violation, breach or non-compliance of any
applicable laws or infringing upon the rights of any third parties, such as privacy and
intellectual property laws, and that such use is not obscene, pornographic, harmful
and doesn’t spread harmful misinformation.
You may not upload any User Content or use the Services to edit, create, store or
share any Content that:
a) Is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent.
b) Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any person or otherwise create liability or violate any local, state, national or international law.
c) Sexualizes other people, including minors, or that is intended to facilitate inappropriate interactions with minors, other users or the public.
d) May infringe, misappropriate or violate any patent, trademark, trade secret, copyright or other intellectual or proprietary
right of any person.
e) Contains any private or personal information of any person without such person’s consent.
f) Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content.
g) Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying Imagine Studio: AI Avatar generator, or that may expose us or others to any harm or liability of any type.
You represent, warrant and agree that you will not use Imagine Studio: AI Avatar generator by uploading the User Content or otherwise:
a) To engage in any harmful, fraudulent, deceptive, harassing, threatening, intimidating, predatory, defamatory, obscene, stalking or otherwise objectionable conduct.
b) For sale or to the benefit of any third party or in any manner not permitted by this Agreement.
c) In any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying Imagine Studio: AI Avatar generator or that could damage, disable, overburden or impair the functioning of
Imagine Studio: AI Avatar generator in any manner.
d) To decipher, decompile, disassemble or reverse engineer any aspect of Imagine Studio: AI Avatar generator (such as the source code or non-literal aspects(such as the underlying structure, sequence, organization, file formats, non-public
APIs, ideas or algorithms), do anything that might discover the source code, bypass or circumvent measures employed to prevent or limit your access to any part of Imagine Studio: AI Avatar generator.
e) To develop or to use any third-party applications that interact with Imagine Studio: AI Avatar generator without our prior written consent, including any scripts designed to scrape or extract data from Imagine Studio: AI Avatar generator.
f) To display, mirror or frame Imagine Studio: AI Avatar generator, or any individual element within Imagine Studio: AI Avatar generator, its name, any trademark, logo or other proprietary information without our express written consent.
g) To copy, modify, host, stream, sublicense, or resell Imagine Studio: AI Avatar generator.
h) For any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement.
i) To place an advertisement of any products or services in Imagine Studio: AI Avatar generator except with our prior written approval.
j) To violate any applicable law or regulation.
We have the right to monitor your use of Imagine Studio: AI Avatar generator to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We have the right to investigate violations of this Agreement or conduct that affects Imagine Studio: AI Avatar generator. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the applicable law. We may disable or remove access to any data or content that, in our judgment, does not comply with this Agreement or is otherwise harmful, objectionable, or inaccurate; but we are not responsible for any failure or delay in removing such data or content. We may suspend or terminate access to and/or use of any Account and/or Services, without notice, for any suspected or actual violation of this Agreement.
6. LIMITED LICENSE; INTELLECTUAL PROPERTY
Imagine Studio: AI Avatar generator and the text, graphics, images, photographs, videos, audio, illustrations, trademarks, trade names, page headers, button and application icons, scripts, service marks, logos, slogans, filters, tools, and other content contained therein, excluding your User Content (collectively, “Imagine Studio: AI Avatar generator Content”) (and intellectual property rights in or to the preceding items) are owned by us or licensed to us and are protected under both United States and foreign laws. Except as explicitly stated in this Agreement, we and our licensors, as applicable, reserve all rights, title and interests (including without limitation all intellectual rights) in and to Imagine Studio: AI Avatar generator and the Imagine Studio: AI Avatar generator Content. Your use of the Imagine Studio: AI Avatar generator Content shall be always subject to this Agreement, any terms of application Open Source and, if applicable, additional terms and conditions that we may communicate to you from time to time, such as terms and conditions from our licensors (such additional terms, "Supplemental Terms"). You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Imagine Studio: AI Avatar generator and the Imagine Studio: AI Avatar generator Content for your own personal use (“User License”); however, such User License is subject to these Terms and (if applicable) any Supplemental Terms and does not include any right to: (i) sell, resell or commercially use Imagine Studio: AI Avatar generator or the Imagine Studio: AI Avatar generator Content; (ii) copy, reproduce, distribute, publicly perform or publicly display the Imagine Studio: AI Avatar generator Content, except as expressly permitted by us or our licensors; (iii) modify the Imagine Studio: AI Avatar generator Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of Imagine Studio: AI Avatar generator or the Imagine Studio: AI Avatar generator Content, except as expressly set forth in this Agreement and any Supplemental Terms; (iv) use any data mining, robots or similar data gathering or extraction methods; or (v) use Imagine Studio: AI Avatar generator or the Imagine Studio: AI Avatar generator Content other than as expressly provided in this Agreement and any supplemental Terms. Any Use of Imagine Studio: AI Avatar generator or the Imagine Studio: AI Avatar generator Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the User License granted under this Agreement and (if applicable) the Supplemental Terms. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Imagine Studio: AI Avatar generator Content.
7. PURCHASES
You are responsible for all subscription (“Subscription”) fees applicable to Services ordered or purchased, as well as any implementation or consultation fees (each a “Fee” and collectively, “Fees”). We may also offer or perform additional services which are not included in your purchased subscription, and which may be subject to additional Fees. We reserve the right to adjust our pricing from time to time and at our sole discretion.
We may make available Avatar Purchases or the ability to otherwise acquire certain Avatar Items through the Imagine Studio: AI Avatar generator (each such purchase or acquisition, a “Purchased Avatar”). You may only use the Purchased Avatar if you are over 18 years old, and only on a limited, personal, non-transferable, non-sublicensable and revocable basis.
You may purchase the Subscription and/or Purchased Avatar through a third party, such as Apple App Store or Google Play. Such purchase may also be subject to Third-Party Terms (for example, certain Third-Party Terms of Apple or Google may apply to the Subscription and/or Avatar Purchases conducted, respectively, via the iOS platform or the Android platform). By tapping the “Buy Now”, “Add”, or a similar button located in various sections of the Imagine Studio: AI Avatar generator with respect to the Subscription and/or Purchased Avatar of your choice, you agree to such Subscription and/or Avatar Purchase. When making a Subscription and/or Avatar Purchase, you may be required to provide some or all of the following information: your name, mailing address, billing information, and other information as required by law. You represent and warrant that all such information is accurate and complete. You are responsible for ensuring that your account information (including your contact information) is kept current on the Services. We will have no responsibility or liability for inaccurate or incomplete information, or for information that later becomes outdated. Additionally, we have no obligation to make efforts to determine your correct contact information. By purchasing a Subscription and/or Avatar Purchase, you represent that the applicable Avatar will be used only in a lawful manner.
We reserve the right, including without prior notice, to: (a) limit the available quantity of or discontinue making available any Avatar; (b) impose conditions on the honouring of any discount or similar promotion; (c) bar any user from making any Avatar Purchase; and/or (d) refuse to provide, or continue to provide, any user with any Avatar. You agree to pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred. If your purchase is subject to any type of use or sales tax, duty, or other governmental tax or fee (“Taxes”), then you may be charged for those Taxes. You are responsible for any Taxes due with respect to your purchase of Avatar Items.
You acknowledge that there may be a delay between completion of an Avatar Purchase and the availability of the Avatar Item(s) that is the subject of the Avatar Purchase.
Refunds. All Subscription and/or Avatar Purchases on the Imagine Studio: AI Avatar generator are final except as required by law. Subscription and/or Avatar Purchases otherwise acquired, or which are made available to you, are not redeemable or subject to refund by Company and cannot be traded for money or other items of value. To the extent that you engage in a purchase of a Subscription and/or Avatar Purchase via a Third-Party service, the provider of such Third-Party service may allow for refunds under certain circumstances pursuant to its applicable Third-Party Terms; if so, you will need to deal directly with such provider in the event that you seek a refund in connection with such Subscription and/or Avatar Purchase.
8. DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
Disclaimers; Warranties. The Services are provided “AS IS” and “AS AVAILABLE” and we make no representations or guarantees that they will meet desired outcome, always be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. To the fullest extent permitted by law, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR: (A) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, YOUR PERSONALIZED AVATAR, YOUR VIRTUAL ITEMS, AND OTHER CONTENT MAINTAINED BY THE SERVICES; (B) ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES; (C) THE COMPLETENESS, QUALITY, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES; (D) ANY HARM TO YOUR DEVICE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (E) THE OPERATION OR COMPATIBILITY OF THE SERVICES, INCLUDING ANY VIRTUAL ITEMS, WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (F) ANY THIRD-PARTY SERVICES; AND (G) WHETHER OR NOT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
We do not control or direct what people and others do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content).
Limitations of Liability. We cannot predict when issues might arise with the Services. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law, and, subject to this limitation, under no circumstance will we be liable to you for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to this Agreement or the Services, even if we have been advised of the possibility of such damages.
Our aggregate liability arising out of or relating to this Agreement, the Services (including any Avatars), or any Third-Party Services will not exceed the greater of USD $100 or the amount you have actually paid us in connection with the Services in the twelve (12) months preceding the date on which the claim arose.
Indemnification. To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us and our affiliates from and against any claims, liabilities, damages, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising out of or in any way connected with: (a) any actual or alleged breach of this Agreement, the Supplemental Terms, or any Third-Party Terms by you or by any third party to whom you have made available access to or use of the Services; (b) any use of the Services in violation of applicable law by you or associated with your account; (c) your use of, or activities in connection with, the Services; (d) your violation of any rights of any third party; and (e) your negligence or willful misconduct. In the event that you provide Company’s defense to such a claim, you agree that Company: (x) shall be consulted regarding, and shall have the right to approve (at our sole discretion), defense strategy, any appeal, and any settlement of the claim; (y) shall have the right to select defense counsel; and (z) may further participate in the defense of the claim with counsel of our own choice at our own expense.
9. RELEASE
To the fullest extent permitted by applicable law, you release Company and its affiliates from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between the Users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
10. DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS “DISPUTE RESOLUTION” SECTION REQUIRES YOU TO SUBMIT TO BINDING ARBITRATION OF ANY AND ALL DISPUTES WITH US (EXCEPT AS EXPRESSLY PROVIDED FOR BELOW) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions within 30 days from the notification of a dispute by either party. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration by a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be San Francisco, California and the arbitration shall be governed by the laws of the State of California. This Agreement shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods nor the Computer Information Transactions Act, the application of which is expressly excluded. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator shall not award consequential damages in any arbitration initiated under this section. Each party shall bear its own costs and expenses and an equal share of the arbitrators and administrative fees of arbitration. YOU AND WE EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. Notwithstanding anything in this Agreement to the contrary, Company shall have the right, at its election, to seek injunctive or other equitable relief in any court of competent jurisdiction in order to protect its intellectual property rights, and to enforce or obtain compliance with this Agreement without first submitting such matter to arbitration.
11. TERMINATION
These Agreement are effective until terminated by us. We may terminate or suspend your access to the Services at any time and without prior notice, for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. We are not responsible for any loss or harm related to your inability to use Imagine Studio: AI Avatar generator. Upon any termination, discontinuation or cancellation of Imagine Studio: AI Avatar generator, all provisions of this Agreement, which by their nature should survive, will survive, including without limitation, ownership provisions, warranty disclaimers, limitations of liability and dispute resolution provisions.
12. OPEN-SOURCE SOFTWARE.
Certain or all features or aspects of the Services may be derived from the use of "open source”, or “free software” and you acknowledge and agree that the Services carry no warranty of originality or copyrightable content. Further, the use of Services is subject to "open source" or “free software” licenses or other similar licenses (collectively, "Open Source"). The Open-Source license terms are not intended to be replaced or overridden by the license and other terms of this Agreement; however, the limitations of liabilities, disclaimers, and this provision apply to any such Open Source. Nothing in this Agreement limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable Open-Source license. If required by any license for particular Open-Source Software, Company may make such Open-Source Software, and Company’s modifications to that Open-Source Software, available upon written request at the notice address specified below.
13. THIRD-PARTY LINKS.
Certain content, products and services available via our Service may include materials from third parties. Third-party links on this Website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
14. TRADE COMPLIANCE
You will comply with all applicable U.S. and non-U.S. export controls, import controls, and trade sanctions laws (“Trade Laws”). You will not access, use, or download, or allow others to access, use, or download, Services, or conduct purchase transactions: (a) if you or they are located in a country or region subject to comprehensive U.S. trade sanctions; (b) if you or they are listed on any U.S. or EU restricted parties list; (c) in connection with activities, individuals, or entities that are located in a country or region subject to comprehensive U.S. trade sanctions; or (d) in any way that would otherwise violate applicable Trade Laws. You or they will not disguise your or their location through IP proxying or other methods.
You will not, and will not allow others to, directly or indirectly, export, re-export, provide, resell, transfer, or otherwise dispose of Services: (a) to any individual, entity, country, or region prohibited by Trade Laws; (b) to anyone on any U.S. or EU government restricted parties list; or (c) for any purpose prohibited by Trade Laws.
You will not, and will not allow others to, use, distribute, or transfer Services, Third-Party content, or Third-Party services in any manner that violates applicable laws, including all applicable Trade Laws.
Services may not be resold, transferred, or otherwise disposed of in a country or region subject to comprehensive U.S. trade sanctions or to a person or organization sanctioned by U.S. or EU government authorities.
13. ADDITIONAL TERMS APPLICABLE TO IOS DEVICES
In addition to this Agreement, the following terms apply if you use Imagine Studio: AI Avatar generator on any device that contains the iOS mobile operating system (“App”) developed by Apple Inc. (“Apple”).
a) You acknowledge that this Agreement are concluded solely between you and us, and not with Apple. We are solely responsible for the App and the content thereof. You further acknowledge that the usage rules for the App are subject to any additional restrictions set forth in the usage rules for the
Apple App Store terms of service as of the date you download the App, and in the event of any conflict, the usage rules in the Apple App Store shall govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Apple usage rules.
b) The license granted to you is limited to a non-transferable license to use the App on any iPhone, iPod touch or iPad that you own or control as permitted by the Apple usage rules set forth in the Apple App Store terms of service.
c) You and us acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
d) You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the App to conform to any applicable warranty, youmay notify Apple,\and Apple will refund the
purchase price, if any, paid to Apple for the App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. You andthe Company acknowledge that to the extent that there
are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to confirm to any such applicable warranty would be the sole responsibility of the Company. However, you understand and agree that in
accordance with this Agreement, the Company has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
e) You and the Company acknowledge that as between Apple and the Company, the Company, not Apple, is responsible for addressing any claims relating to the App or your possession and/or use of the App, including, but not limited to
(i) product liability claims,
(ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and
(iii) claims arising under consumer protection or similar legislation.
f) You and the Company acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringe third
party’s intellectual property rights, the Company, and not Apple, will be solely responsible for the investigation,defense, settlement and discharge
of any such intellectual property infringement claim to the extent required under this Agreement.
g) You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on anyU.S.Government list of prohibited or restricted persons.
h) Developer Name and Address. Any questions, complaints or claims with respect to the App should be directed to:
Aiquire Inc.
625 W Adams St Chicago,
Illinois 60661
Email: apps@pixis.ai
i) You agree to comply with any applicable third-party terms when using the App.
j) You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and that, upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-
party beneficiary thereof).
14. CONTACT INFORMATION:
If you have any questions, complaints or claims with respect to this Agreement or Imagine Studio: AI Avatar generator, please contact us via email at apps@pixis.ai or our mailing address:
Aiquire Inc.
625 W Adams St Chicago,
Illinois 60661
15. MISCELLANEOUS:
Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting revised terms on the Services. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. The date reference above indicates when this Agreement were last changed. Your continued use of the Services following any changes to this Agreement constitutes your acceptance of such changes.
Assignment. You may not assign this Agreement or any of the rights granted hereunder without the prior written consent of Company, and any attempted assignment without such consent shall be void. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. This Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.
Governing Law. The laws of the State of California will govern this Agreement and any claim, without regard to conflict of law provisions.
Entire Agreement. This Agreement and the Supplemental Terms (and any agreements incorporated by reference therein), make up the entire agreement between you and Company regarding your use of the Services, and supersede any prior agreements between you and us regarding the subject matter of this Agreement.
Effective Date: 02 - 28 - 2023
IMAGINE STUDIO: AI AVATAR GENERATOR TERMS OF USE
Subject to these Imagine Studio: AI Avatar generator Terms of Use (“Terms”), Aiquire, Inc. (collectively “Pixis, Company, we, our, us”) offers users access to and use of the Imagine Studio: AI Avatar generator application (as defined below), including the ability to purchase and/or acquire personalized Avatars through the Imagine Studio: AI Avatar generator application. These Terms of Use apply to all visitors of our website located at https://imaginestudio.app (the “Website”) who view only publicly-available content (the “Visitors”); and users of our Mobile App “Imagine Studio : AI Avatar generator” (the ‘‘Application’’) who download, install, access or use and register (the “User” or “You”). Any transaction whereby you purchase a right to access and use any virtual avatars, avatar items (“Avatar”) is referred to as a “Avatar Purchase”, and our provision of services related to the Imagine Studio: AI Avatar generator application, personalized Avatars, Avatar items are collectively referred to herein as the “Services.”
BY ACCESSING OR USING IMAGINE STUDIO: AI AVATAR GENERATOR, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE IMAGINE STUDIO: AI AVATAR GENERATOR. YOUR CONTINUED USE OF IMAGINE STUDIO: AI AVATAR GENERATOR WILL CONFIRM YOUR ACCEPTANCE OF THESE TERMS.
BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE TERMS. IF YOU ARE NOT OF LEGAL AGE TO ENTER INTO THESE TERMS, YOU MAY ONLY USE THE SERVICES WITH THE PERMISSION AND UNDER THE SUPERVISION OF YOUR PARENT OR LEGAL GUARDIAN WHO AGREES TO BE BOUND BY THESE TERMS AND TO BIND YOU TO THESE TERMS. MAKE SURE YOU HAVE REVIEWED THESE TERMS WITH YOUR PARENT OR GUARDIAN SO THAT YOU BOTH UNDERSTAND ALL OF YOUR RIGHTS AND OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, THE SERVICES ARE NOT AVAILABLE TO CHILDREN UNDER 18 YEARS OF AGE.
ARBITRATION NOTICE: YOU AGREE THAT ANY DISPUTES BETWEEN YOU AND US ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW IN THE “DISPUTE RESOLUTION” SECTION.
1.SERVICES
Imagine Studio: AI Avatar generator is an application-based software that uses artificial intelligence algorithms to edit, modify and transform your photos and videos. The application allows you to (a) upload photos and videos onto application; (b) edit and modify uploaded photos and videos; (c) access, view, interact with, and purchase or otherwise acquire a license to use Avatar items. Any processing of photos or videos you submit through Imagine Studio: AI Avatar generator are governed by our Privacy Policy: https://imaginestudio.app/privacy.
We may at any time, and without prior notice to you, may change, expand, and improve the application. We may also, at any time, cease to continue operating part or all of the application or selectively disable certain features of the application. Your use of the application does not entitle you to the continued provision or availability of the application. You further acknowledge that your Avatar may not be unique, and that we may make available identical or similar Avatar items to other users of the Services. Moreover, you acknowledge that other users may build, customize, or accessorize a Avatar with the same combination of components as associated with your personalized Avatar, and that you have no right to prevent such users from having personalized Avatars similar or identical to your personalized Avatar.
2. USER ACCOUNTS
We may require you to register an account with us (“Account”) to access and use features or functionalities, that we may establish and maintain from time to time and in our sole discretion. By creating an Account, you agree to: (i) provide accurate, current, and complete information for your Account, (ii) maintain and promptly update, as necessary, your Account information, (iii) maintain the security of your Account login information, (iv) be responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent, and (v) immediately notify us if you discover or otherwise suspect any security breaches related to your Account. You are entirely responsible for maintaining the confidentiality, security and control of your Account login information and for all activities that occur in your Account. We are not liable for any loss or damage arising from your failure to comply with the above requirements.
You may register your Account using a valid account on the app store or marketplace from which you downloaded Imagine Studio: AI Avatar (Apple App Store, Google Play.) (each such account, a “Third-Party Account”). By using a Third-Party Account to register your Account, you are allowing Imagine Studio: AI Avatar to access your Third-Party Account as permitted under the applicable terms and conditions that govern your and our use of such Third-Party Account. Your use of any Third-Party Account is at your own risk, and you acknowledge that such use may be subject to additional terms, conditions, fees, and policies imposed by the applicable third party (collectively, “Third-Party Terms”). You are responsible for complying with any applicable Third-Party Terms, and you should review any applicable Third-Party Terms before using any Third-Party Account. You represent and warrant that your use of any Third-Party Account is in compliance with any applicable Third-Party Terms. We assume no liability with respect to any Third-Party Account and services, and we make no representations or warranties with respect to such Third-Party Account and services.
3. DATA PROTECTION
Please refer to our Privacy Policy: https://imaginestudio.app/privacy for information about how we collect, process and transfer information about you when you use Imagine Studio: AI Avatar generator. Transfer and storage of information about you, whilst you use Imagine Studio: AI Avatar generator, is governed by our Privacy Policy. You acknowledge and agree that your use of Imagine Studio: AI Avatar generator is subject to our Privacy Policy.
4. USER CONTENT
Imagine Studio: AI Avatar generator may allow you to upload, edit, create AI-generated avatars, store, and share content, including your photos and videos (“User Content”). The ownership to User Content shall remain with the User and the User retains all right, title and interest in and to the User Content.
User grants Imagine Studio: AI Avatar generator a non-exclusive, royalty-free, fully paid up, worldwide, irrevocable license (with the right to sublicense) to access, host, run, reproduce, process, adapt, translate, store, process, publish, transmit, display, distribute, create derivative works of your User Content, without any additional compensation to you and use the User Content for the purposes of providing and supporting the Services and operating or improving Imagine Studio: AI Avatar generator.
Imagine Studio: AI Avatar generator does not have any control over the data, information and materials in any format, including text, images, photos, videos and audio, that is derived from the Accounts of the User and uploaded to, downloaded from, provided by, or appears in provision of the Services (“Content”) including with respect to the origin, adequacy, relevancy, accuracy, quality or legality of the Content.
You represent and warrant that: (i) you own the User Content edited and adjusted by you on or through Imagine Studio: AI Avatar generator or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) you agree to pay for all royalties, fees, and any other monies owed by reason of the User Content you intend to edit and adjust on or through Imagine Studio: AI Avatar generator and approve to us that any usage of third-party User Content is otherwise cleared by you with the respective rightholder; (iii) in case the User Content depicts third parties or are owned by third parties you have received all the necessary consents from them to upload it to Imagine Studio: AI Avatar generator; and (iv) you have the legal right and capacity to enter into these Terms in your jurisdiction.
5. USER RESTRICTIONS
You are responsible to ensure that the way you are using the Avatars you have generated is not breaking any laws or infringing upon the rights of any third parties, such as privacy and intellectual property laws, and that such use is not obscene, pornographic, harmful and doesn’t spread harmful misinformation.
You may not upload, edit, create, store or share any User Content that:
a) Is unlawful, libellous, defamatory, obscene,
pornographic, indecent, lewd, suggestive,
harassing, threatening, invasive of privacy or
publicity rights, abusive, inflammatory or
fraudulent.
b) Would constitute, encourage or provide
instructions for a criminal offence, violate the
rights of any person or otherwise create liability
or violate any local, state, national or
international law.
c) Sexualizes other people, including minors, or that
is intended to facilitate inappropriate interactions
with minors, other users or the public.
d) May infringe, misappropriate or violate any patent,
trademark, trade secret, copyright or other
intellectual or proprietary right of any person.
e) Contains any private or personal information of
any person without such person’s consent.
f) Contains any viruses, corrupted data or other
harmful, disruptive or destructive files or content.
g) Is, in our sole judgment, objectionable or that
restricts or inhibits any other person from using
or enjoying Imagine Studio: AI Avatar generator, or
that may expose us or others to any harm or
liability of any type.
You represent, warrant and agree that you will not use Imagine Studio: AI Avatar generator by uploading the User Content or otherwise:
a) To engage in any harmful, fraudulent,
deceptive, harassing, threatening,
intimidating, predatory, defamatory,
obscene, stalking or otherwise
objectionable conduct.
b) For sale or to the benefit of any third
party or in any manner not permitted
by these Terms.
c) In any manner that could interfere with,
disrupt, negatively affect or inhibit other
users from fully enjoying Imagine Studio:
AI Avatar generator or that could
damage, disable, overburden or impair
the functioning of Imagine Studio: AI
Avatar generator in any manner.
d) To decipher, decompile, disassemble or
reverse engineer any aspect of Imagine
Studio: AI Avatar generator (such as the
source code or non-literal aspects (such
as the underlying structure, sequence,
organization, file formats, non-public
APIs, ideas or algorithms), do anything
that might discover the source code,
bypass or circumvent measures
employed to prevent or limit your
access to any part of Imagine Studio:
AI Avatar generator.
e) To develop or to use any third-party
applications that interact with Imagine
Studio: AI Avatar generator without our
prior written consent, including any
scripts designed to scrape or extract
data from Imagine Studio: AI Avatar
generator.
f) To display, mirror or frame Imagine
Studio: AI Avatar generator, or any
individual element within Imagine Studio:
AI Avatar generator, its name, any
trademark, logo or other proprietary
information without our express
written consent.
g) To copy, modify, host, stream,
sublicense, or resell Imagine Studio: AI
Avatar generator.
h) For any illegal or unauthorized purpose,
or engage in, encourage or promote any
activity that violates these Terms
i) To place an advertisement of any
products or services in Imagine Studio:
AI Avatar generator except with our prior
written approval.
j) To violate any applicable law or regulation.
We use Stable Diffusion AI technology in Imagine Studio: AI Avatar generator for creation of the Avatars, you additionally represent, warrant and agree that you will not use Imagine Studio: AI Avatar generator feature with Stable Diffusion AI technology and (or) Stable Diffusion AI technology (Copyright (c) 2022 Robin Rombach and Patrick Esser and contributors) in the following ways, which are explicitly prohibited under the Stable Diffusion AI technology license (Attachment A), and, in particular:
a) In any way that violates any applicable national, federal, state, local or international law or regulation;
b) For the purpose of exploiting, harming or attempting to exploit or harm minors in any way;
c) To generate or disseminate verifiably false information and/or content with the purpose of harming others;
d) To generate or disseminate personal identifiable information that can be used to harm an individual;
e) To defame, disparage or otherwise harass others;
f) For fully automated decision making that adversely impacts an individual’s legal rights or otherwise creates or modifies a
binding, enforceable obligation;
g) For any use intended to or which has the effect of discriminating against or harming individuals or groups based on online or
offline social behaviour or known or predicted personal or personality characteristics;
h) To exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental
characteristics, in order to materially distort the behaviour of a person pertaining to that group in a manner that causes or is
likely to cause that person or another person physical or psychological harm
i) For any use intended to or which has the effect of discriminating against individuals or groups based on legally protected
characteristics or categories;
j) To provide medical advice and medical results interpretation;
k) To generate or disseminate information for the purpose to be used for administration of justice, law enforcement, jnjjimmigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g., by text 00profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use).
You, furthermore, agree to abide by the Stable Diffusion AI technology License, incorporated herein by reference, including its Attachments : https://github.com/runwayml/stable-diffusion
We have the right to monitor your use of Imagine Studio: AI Avatar generator to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We have the right to investigate violations of these Terms or conduct that affects Imagine Studio: AI Avatar generator. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the applicable law.
6. LIMITED LICENSE; INTELLECTUAL PROPERTY
Imagine Studio: AI Avatar generator and the text, graphics, images, photographs, videos, audio, illustrations, trademarks, trade names, page headers, button and application icons, scripts, service marks, logos, slogans, filters, tools, and other content contained therein, excluding your User Content (collectively, “Imagine Studio: AI Avatar generator Content”) (and intellectual property rights in or to the preceding items) are owned by us or licensed to us and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, we and our licensors, as applicable, reserve all rights, title and interests (including without limitation all intellectual rights) in and to Imagine Studio: AI Avatar generator and the Imagine Studio: AI Avatar generator Content. Your use of the Imagine Studio: AI Avatar generator Content shall be always subject to these Terms and, if applicable, additional terms and conditions that we may communicate to you from time to time, such as terms and conditions from our licensors (such additional terms, "Supplemental Terms"). You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use Imagine Studio: AI Avatar generator and the Imagine Studio: AI Avatar generator Content for your own personal use (“User License”); however, such User License is subject to these Terms and (if applicable) any Supplemental Terms and does not include any right to: (i) sell, resell or commercially use Imagine Studio: AI Avatar generator or the Imagine Studio: AI Avatar generator Content; (ii) copy, reproduce, distribute, publicly perform or publicly display the Imagine Studio: AI Avatar generator Content, except as expressly permitted by us or our licensors; (iii) modify the Imagine Studio: AI Avatar generator Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of Imagine Studio: AI Avatar generator or the Imagine Studio: AI Avatar generator Content, except as expressly set forth in these Terms and any Supplemental Terms; (iv) use any data mining, robots or similar data gathering or extraction methods; or (v) use Imagine Studio: AI Avatar generator or the Imagine Studio: AI Avatar generator Content other than as expressly provided in these Terms and any supplemental Terms. Any Use of Imagine Studio: AI Avatar generator or the Imagine Studio: AI Avatar generator Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the User License granted under these Terms and (if applicable) the Supplemental Terms. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Imagine Studio: AI Avatar generator Content.
7. PURCHASES
We may make available Avatar Purchases or the ability to otherwise acquire certain Avatar Items through the Imagine Studio: AI Avatar generator (each such purchase or acquisition, a “Purchased Avatar”). You may only use the Purchased Avatar if you are over 18 years old (or of age of legal majority where you live, if different), and only on a limited, personal, non-transferable, non-sublicensable and revocable basis.
You may purchase the Purchased Avatar through a third party, such as Apple App Store or Google Play. Such purchase may also be subject to Third-Party Terms (for example, certain Third-Party Terms of Apple or Google may apply to Avatar Purchases conducted, respectively, via the iOS platform or the Android platform). By tapping the “Buy Now”, “Add”, or a similar button located in various sections of the Imagine Studio: AI Avatar generator with respect to the Purchased Avatar of your choice, you agree to such Avatar Purchase. When making an Avatar Purchase, you may be required to provide some or all of the following information: your name, mailing address, billing information, and other information as required by law. You represent and warrant that all such information is accurate and complete. You are responsible for ensuring that your account information (including your contact information) is kept current on the Services. We will have no responsibility or liability for inaccurate or incomplete information, or for information that later becomes outdated. Additionally, we have no obligation to make efforts to determine your correct contact information. By making an Avatar Purchase, you represent that the applicable Avatar will be used only in a lawful manner.
We reserve the right, including without prior notice, to: (a) limit the available quantity of or discontinue making available any Avatar; (b) impose conditions on the honouring of any discount or similar promotion; (c) bar any user from making any Avatar Purchase; and/or (d) refuse to provide, or continue to provide, any user with any Avatar. You agree to pay all charges incurred by you or on your behalf through the Services, at the prices in effect when such charges are incurred. If your purchase is subject to any type of use or sales tax, duty, or other governmental tax or fee (“Taxes”), then you may be charged for those Taxes. You are responsible for any Taxes due with respect to your purchase of Avatar Items.
You acknowledge that there may be a delay between completion of an Avatar Purchase and the availability of the Avatar Item(s) that is the subject of the Avatar Purchase.
Refunds. All Avatar Purchases on the Imagine Studio: AI Avatar generator are final except as required by law. Avatar Purchases otherwise acquired, or which are made available to you, are not redeemable or subject to refund by Pixis and cannot be traded for money or other items of value. To the extent that you engage in an Avatar Purchase via a Third-Party service, the provider of such Third-Party service may allow for refunds under certain circumstances pursuant to its applicable Third-Party Terms; if so, you will need to deal directly with such provider in the event that you seek a refund in connection with such Avatar Purchase.
8. DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION
Disclaimers; Warranties. The Services are provided “AS IS” and “AS AVAILABLE” and we make no representations or guarantees that they will meet desired outcome, always be safe, secure, or error-free, or that they will function without disruptions, delays, or imperfections. To the fullest extent permitted by law, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR: (A) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, YOUR PERSONALIZED AVATAR, YOUR VIRTUAL ITEMS, AND OTHER CONTENT MAINTAINED BY THE SERVICES; (B) ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES; (C) THE COMPLETENESS, QUALITY, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES; (D) ANY HARM TO YOUR DEVICE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (E) THE OPERATION OR COMPATIBILITY OF THE SERVICES, INCLUDING ANY VIRTUAL ITEMS, WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (F) ANY THIRD-PARTY SERVICES; AND (G) WHETHER OR NOT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
We do not control or direct what people and others do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content).
Limitations of Liability. We cannot predict when issues might arise with the Services. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law, and, subject to this limitation, under no circumstance will we be liable to you for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms or the Services, even if we have been advised of the possibility of such damages.
Our aggregate liability arising out of or relating to these Terms, the Services (including any Avatars), or any Third-Party Services will not exceed the greater of USD $100 or the amount you have actually paid us in connection with the Services in the twelve (12) months preceding the date on which the claim arose.
Indemnification. To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us and our affiliates from and against any claims, liabilities, damages, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and costs) arising out of or in any way connected with: (a) any actual or alleged breach of these Terms, the Supplemental Terms, or any Third-Party Terms by you or by any third party to whom you have made available access to or use of the Services; (b) any use of the Services in violation of applicable law by you or associated with your account; (c) your use of, or activities in connection with, the Services; (d) your violation of any rights of any third party; and (e) your negligence or willful misconduct. In the event that you provide Pixis’s defense to such a claim, you agree that Pixis: (x) shall be consulted regarding, and shall have the right to approve (at our sole discretion), defense strategy, any appeal, and any settlement of the claim; (y) shall have the right to select defense counsel; and (z) may further participate in the defense of the claim with counsel of our own choice at our own expense.
9. RELEASE
To the fullest extent permitted by applicable law, you release Pixis and its affiliates from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between the Users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favour at the time of agreeing to this release.
10. DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS “DISPUTE RESOLUTION” SECTION REQUIRES YOU TO SUBMIT TO BINDING ARBITRATION OF ANY AND ALL DISPUTES WITH US (EXCEPT AS EXPRESSLY PROVIDED FOR BELOW) ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
If a dispute arises from or relates to this Terms or the breach thereof, and if the dispute cannot be settled through direct discussions within 30 days from the notification of a dispute by either party. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration by a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be San Francisco, California and the arbitration shall be governed by the laws of the State of California. This Agreement shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods nor the Computer Information Transactions Act, the application of which is expressly excluded. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator shall not award consequential damages in any arbitration initiated under this section. Each party shall bear its own costs and expenses and an equal share of the arbitrators and administrative fees of arbitration. YOU AND WE EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. Notwithstanding anything in this Agreement to the contrary, Pixis shall have the right, at its election, to seek injunctive or other equitable relief in any court of competent jurisdiction in order to protect its intellectual property rights, and to enforce or obtain compliance with this Agreement without first submitting such matter to arbitration.
11. TERMINATION
These Terms are effective until terminated by us. We may terminate or suspend your access to the Services at any time and without prior notice, for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. We are not responsible for any loss or harm related to your inability to use Imagine Studio: AI Avatar generator. Upon any termination, discontinuation or cancellation of Imagine Studio: AI Avatar generator, all provisions of these Terms, which by their nature should survive, will survive, including without limitation, ownership provisions, warranty disclaimers, limitations of liability and dispute resolution provisions.
12. TRADE COMPLIANCE
You will comply with all applicable U.S. and non-U.S. export controls, import controls, and trade sanctions laws (“Trade Laws”). You will not access, use, or download, or allow others to access, use, or download, Services, or conduct purchase transactions: (a) if you or they are located in a country or region subject to comprehensive U.S. trade sanctions; (b) if you or they are listed on any U.S. or EU restricted parties list; (c) in connection with activities, individuals, or entities that are located in a country or region subject to comprehensive U.S. trade sanctions; or (d) in any way that would otherwise violate applicable Trade Laws. You or they will not disguise your or their location through IP proxying or other methods.
You will not, and will not allow others to, directly or indirectly, export, re-export, provide, resell, transfer, or otherwise dispose of Services: (a) to any individual, entity, country, or region prohibited by Trade Laws; (b) to anyone on any U.S. or EU government restricted parties list; or (c) for any purpose prohibited by Trade Laws.
You will not, and will not allow others to, use, distribute, or transfer Services, Third-Party content, or Third-Party services in any manner that violates applicable laws, including all applicable Trade Laws.
Services may not be resold, transferred, or otherwise disposed of in a country or region subject to comprehensive U.S. trade sanctions or to a person or organization sanctioned by U.S. or EU government authorities.
13. ADDITIONAL TERMS APPLICABLE TO IOS DEVICES
The following terms apply if you use Imagine Studio: AI Avatar generator on any device that contains the iOS mobile operating system (“App”) developed by Apple Inc. (“Apple”).
a) You acknowledge that these Terms are concluded solely between you, and not with Apple, and us, not Apple. We are solely
responsible for the App and the content thereof. You further acknowledge that the usage rules for the App are subject to
any additional restrictions set forth in the usage rules for the Apple App Store terms of service as of the date you download
the App, and in the event of any conflict, the usage rules in the Apple App Store shall govern if they are more restrictive. You
acknowledge and agree that you have had the opportunity to review the Apple usage rules.
b) The license granted to you is limited to a non-transferable license to use the App on any iPhone, iPod touch or iPad that you
own or control as permitted by the Apple usage rules set forth in the Apple App Store terms of ser
c) You and us acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with
respect to the App.
d) You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect
to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple
will refund the purchase price, if any, paid to Apple for the App by you; and to the maximum extent permitted by applicable
law, Apple will have no other warranty obligation whatsoever with respect to the App. You and the Company acknowledge
that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses
attributable to any failure to conform to any such applicable warranty would be the sole responsibility of the Company.
However, you understand and agree that in accordance with these Terms, the Company has disclaimed all warranties of
any kind with respect to the App, and therefore, there are no warranties applicable to the App.
e) You and the Company acknowledge that as between Apple and the Company, the Company, not Apple, is responsible for
addressing any claims relating to the App or your possession and/or use of the App, including, but not limited to (i) product
liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims
arising under consumer protection or similar legislation.
f) You and the Company acknowledge that, in the event of any third party claim that the App or your possession and use of the
App infringe third party’s intellectual property rights, the Company, and not Apple, will be solely responsible for the
investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required
under these Terms.
g) You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has
been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S.
Government list of prohibited or restricted persons.
h) Developer Name and Address. Any questions, complaints or claims with respect to the App should be directed to:
Aiquire Inc.
625 W Adams St Chicago,
Illinois 60661
Email: apps@pixis.ai
I) You agree to comply with any applicable third-party terms when using the App
j) You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these
Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the
right) to enforce these Terms against you as a third-party beneficiary thereof).
14. CONTACT INFORMATION:
If you have any questions, complaints or claims with respect to these Terms or Imagine Studio: AI Avatar generator, please contact us via email at apps@pixis.ai
or our mailing address:
Aiquire Inc.
625 W Adams St Chicago,
Illinois 60661
15. MISCELLANEOUS:
Changes. We may change these Terms from time to time by notifying you of such changes by any reasonable means, including by posting revised terms on the Services. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Terms incorporating such changes, or otherwise notified you of such changes. The date reference above indicates when these Terms were last changed. Your continued use of the Services following any changes to these Terms constitutes your acceptance of such changes.
Assignment.You may not assign these Terms or any of the rights granted hereunder without the prior written consent of Pixis, and any attempted assignment without such consent shall be void. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. These Terms will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.
Severability. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
Governing Law. The laws of the State of California will govern these Terms and any claim, without regard to conflict of law provisions.
Entire Agreement. These Terms and the Supplemental Terms (and any agreements incorporated by reference therein), make up the entire agreement between you and Pixis regarding your use of the Services, and supersede any prior agreements between you and us regarding the subject matter of these Terms.