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| 0 | Ideogram – Terms of Service Features Docs API Careers Socials Login Sign up Ideogram Terms of Service Last revised: August 14, 2024 Welcome to the Terms of Service (these “Terms” ) for the website, https://ideogram.ai (the “Website” ), and the related mobile applications (the “App”) operated on behalf of Ideogram AI ( “Company”, “we” or “us” ). | 0 | Legal Terms of Service Last revised: August 14, 2024 Welcome to the Terms of Service (these “Terms”) for the website, https://ideogram.ai (the “Website”), and the related mobile applications (the “App”) operated on behalf of Ideogram AI (“Company”, “we” or “us”). |
| 16 | As part of your use of the Services, you may be able to input, post, upload and submit information ( “User Input” ) to the Services, and you may direct the Services to generate and output new content based on your User Input ( “User Output” ). | 16 | As part of your use of the Services, you may be able to input, post, upload and submit information (“User Input”) to the Services, and you may direct the Services to generate and output new content based on your User Input (“User Output”). |
| 21 | To use certain of the Services, you need to create an account or link another account, such as your Apple, Facebook or Google account ( “Account” ). | 21 | To use certain of the Services, you need to create an account or link another account, such as your Apple, Facebook or Google account (“Account”). |
| 38 | If, as a subscriber to any of our paid Services, you upgrade to a higher tier of paid Service (an “Upgrade Tier” ) before the end of the then-current subscription period, you authorize us to charge you for the difference between the fees and taxes associated with the lower tier of paid Service and the Upgrade Tier for the remainder of the then-current subscription period. 2.5 Subscription Renewals and Cancellations. | 38 | If, as a subscriber to any of our paid Services, you upgrade to a higher tier of paid Service (an “Upgrade Tier”) before the end of the then-current subscription period, you authorize us to charge you for the difference between the fees and taxes associated with the lower tier of paid Service and the Upgrade Tier for the remainder of the then-current subscription period. 2.5 Subscription Renewals and Cancellations. |
| 44 | AFFILIATE PROGRAM We may allow you to earn certain rewards via certain interactions or promotions of our services, which rewards will be offers provided via our affiliate program as described here and in certain other documentation available on the Website or the App regarding the affiliate program ( “Affiliate Program” ). | 44 | AFFILIATE PROGRAM We may allow you to earn certain rewards via certain interactions or promotions of our services, which rewards will be offers provided via our affiliate program as described here and in certain other documentation available on the Website or the App regarding the affiliate program (“Affiliate Program”). |
| 49 | To earn rewards via the Affiliate Program, an individual that has never previously deleted their Account must use your personalized link to log in or create an Account (such individual, a “Referred User” ) and then make a Qualifying Purchase (such individual, a “Referred User” ). | 49 | To earn rewards via the Affiliate Program, an individual that has never previously deleted their Account must use your personalized link to log in or create an Account (such individual, a “Referred User”) and then make a Qualifying Purchase (such individual, a “Referred User”). |
| 60 | You agree that these rights and licenses are royalty-free, transferable, sublicensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. 4.2. As part of the Services, users can create remixes or regenerations of someone else’s User Output other than Private Content ( “Remixed User Output” ). | 60 | You agree that these rights and licenses are royalty-free, transferable, sublicensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations. 4.2 Remixed User Output. |
| 61 | As part of the foregoing license grant in Section 4.1, you agree that other users of the Services shall have the right to use, reproduce, modify, comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services (including to create Remixed User Output based on your original User Output); except that if we provide you with functionality that allows you to post Your Content privately for non-public display or re-mix on the Services ( “Private Content” ), the foregoing rights granted to other users shall not apply to such Private Content unless you choose to post or re-generate that Private Content in a public portion of the Services. | 61 | As part of the Services, users can create remixes or regenerations of someone else’s User Output other than Private Content (“Remixed User Output”). |
| 62 | As part of the foregoing license grant in Section 4.1, you agree that other users of the Services shall have the right to use, reproduce, modify, comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services (including to create Remixed User Output based on your original User Output); except that if we provide you with functionality that allows you to post Your Content privately for non-public display or re-mix on the Services (“Private Content”), the foregoing rights granted to other users shall not apply to such Private Content unless you choose to post or re-generate that Private Content in a public portion of the Services. | ||
| 66 | We expressly disclaim any liability arising from your use of any User Output for a commercial purpose. 4.3 Notice of Infringement – DMCA (Copyright) Policy . | 67 | We expressly disclaim any liability arising from your use of any User Output for a commercial purpose. 4.3 Notice of Infringement – DMCA (Copyright) Policy. |
| 67 | If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(C) of the Digital Millennium Copyright Act (the “DMCA” ), by providing the following information in writing: (A) identification of the copyrighted work that is claimed to be infringed; (B) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service; (C) information for our copyright agent to contact you, such as an address, telephone number and e-mail address; (D) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (E) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and (F) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. | 68 | If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(C) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing: (A) identification of the copyrighted work that is claimed to be infringed; (B) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service; (C) information for our copyright agent to contact you, such as an address, telephone number and e-mail address; (D) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law; (E) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and (F) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed. |
| 68 | Notices of copyright infringement claims should be sent by mail to: Ideogram AI, Attn: DMCA, 320 Bay St, Suite 700, Toronto, ON M5H 4A6; or by e-mail to dmca@ideogram.ai . | 69 | Notices of copyright infringement claims should be sent by mail to: Ideogram AI, Attn: DMCA, 320 Bay St, Suite 700, Toronto, ON M5H 4A6; or by e-mail to support@ideogram.ai . |
| 78 | For an explanation of our privacy practices, please visit our Privacy Policy located at https://ideogram.ai/privacy . 6. | 79 | For an explanation of our privacy practices, please visit our Privacy Policy . 6. |
| 83 | You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so: (A) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any of our proprietary technology that makes up or is included in the Services, except (i) you may create and store temporary files that are automatically cached by your web browser for display purposes, (ii) as otherwise expressly permitted in these Terms, and (iii) for clarity, the foregoing restrictions do not apply to Your Content; (B) use User Input or User Output to develop any product, service, or technology that competes with the Company or the Services; (C) submit, transmit, display, perform, post or store any content that is inaccurate, illegal, unlawful (including, but not to limited to, uploading copyrighted images to the Services without the consent of the copyright owner), defamatory, unethical, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights (including, but not limited to, uploading images of individuals to the Services without their consent), harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable (collectively and individually, “Objectionable” ); (D) use the Services for bullying, disruptive or Objectionable purposes or for political campaigning or lobbying purposes; or otherwise use the Services in a manner that is fraudulent, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, or Objectionable; (E) frame, replicate, or develop an interface to access the Services without going directly to the Website or the App (e.g., via an API), unless we explicitly make such functionality available to you; (F) duplicate, decompile, reverse engineer, disassemble or decode the Services (including any underlying idea or algorithm), or attempt to do any of the same; (G) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, graphics, design, commercial symbol, or other proprietary notation displayed on or through the Services; provided that, for clarity, the foregoing does not include Your Content; (H) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Services; (I) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services or use any device, software or routine that causes the same; (J) attempt to gain unauthorized access to, interfere with, damage or disrupt the Services, accounts registered to other users, or the computer systems or networks connected to the Services; (K) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Services; (L) use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Services to monitor, extract, copy or collect information or data from or through the Services, or engage in any manual process to do the same; (M) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; (N) violate any applicable law or regulation in connection with your access to or use of the Services; (O) access or use the Services in any way not expressly permitted by these Terms; or (P) use or distribute User Output in a misleading way, including, for instance, by representing that the User Output is entirely human generated or that the User Output depicts an actual photograph of a real event. | 84 | You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so: (A) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any of our proprietary technology that makes up or is included in the Services, except (i) you may create and store temporary files that are automatically cached by your web browser for display enhancement purposes, (ii) you may print or download a reasonable number of copies of materials from the Services solely for your personal, non-commercial use, and (iii) you may download a single copy of the App onto your applicable equipment or device; (B) duplicate, decompile, reverse engineer, disassemble or decode the Services, or attempt to do any of the same; (C) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services; (D) use automation software, hacks, modifications, scripts, bots, or any unauthorized third-party software designed to modify the Services; (E) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation, except as expressly permitted by the Services; (F) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services; (G) bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party to protect the Services; (H) remove any watermarks included on any User Output or otherwise generated by the Services; (I) access or use the Services using automated means or any unauthorized process, whether through software, bot, spider, scraper, or otherwise; (J) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems; (K) use the Services for illegal, harassing, unethical, or disruptive purposes; (L) violate any applicable law or regulation in connection with your access to or use of the Services; (M) access or use the Services in any way not expressly permitted by these Terms; (N) use the Services in any way that infringes, violates or misappropriates any third party right, including rights of privacy, publicity, trademark or copyright; (O) use the Services in a manner that you know or have reason to know violates the law; or (P) use the Services to generate User Output or upload, post or otherwise transmit any User Input or Your Content that is (i) hateful or threatening, (ii) promotes or encourages violence, (iii) promotes or encourages self-harm, (iv) is meant to harass or bully, (v) sexually explicit, (vi) political, (vii) spam, (viii) false or misleading, (ix) harmful or illegal, or (x) attempts to impersonate another person. 7. |
| 84 | Further, if you distribute your User Output to others, we encourage you to proactively disclose that such User Output was created using artificial intelligence technologies so as not to mislead others of its origin. 6.3 Use of the App. | 85 | OWNERSHIP AND CONTENT 7.1 Ownership of the Services. |
| 85 | You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the App. | — | Removed |
| 86 | We do not guarantee that the App can be accessed and used on any particular device or with any particular service plan. | — | Removed |
| 87 | We do not guarantee that the App or will be available in, or that orders for Offerings can be placed from, any particular geographic location. | — | Removed |
| 88 | As part of the Services and to update you regarding the status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the App ( “Push Messages” ). | — | Removed |
| 89 | You acknowledge that, when you use the App, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. | — | Removed |
| 90 | You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages). | — | Removed |
| 91 | Please check with your wireless service provider to determine what fees apply to your access to and use of the App, including your receipt of Push Messages from the Company. | — | Removed |
| 92 | You are solely responsible for any fee, cost or expense that you incur to download, install and/or use the App on your mobile device, including for your receipt of push messages from the Company. 6.4 Mobile Software from the Apple App Store. | — | Removed |
| 93 | The following terms and conditions apply to you only if you are using the App from the Apple App Store. | — | Removed |
| 94 | To the extent the other terms and conditions of these Terms are less restrictive than, or otherwise conflict with, the terms and conditions of this paragraph, the more restrictive or conflicting terms and conditions in this paragraph apply, but solely with respect to your use of the App from the Apple App Store. | — | Removed |
| 95 | You acknowledge and agree that these Terms are solely between you and the Company, not Apple, and that Apple has no responsibility for the App or content thereof. | — | Removed |
| 96 | Your use of the App must comply with the App Store’s applicable terms of use. | — | Removed |
| 97 | You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. | — | Removed |
| 98 | 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, for the App to you. | — | Removed |
| 99 | To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms. | — | Removed |
| 100 | You and the Company acknowledge that Apple is not responsible for addressing any claims of yours or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (a) product liability claims, (b) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation. | — | Removed |
| 101 | You and the Company acknowledge that, in the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, the Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. | — | Removed |
| 102 | You must comply with applicable third-party terms of agreement when using the App. | — | Removed |
| 103 | You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as they relate to your use of the App, 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. 6.5 Beta Offerings. | — | Removed |
| 104 | From time to time, we may, in our sole discretion, include certain test or beta features or products in the Services ( “Beta Offerings” ) as we may designate from time to time. | — | Removed |
| 105 | Your use of any Beta Offering is completely voluntary. | — | Removed |
| 106 | The Beta Offerings are provided on an “as is” basis and may contain errors, defects, bugs, or inaccuracies that could cause failures, corruption or loss of data and information from any connected device. | — | Removed |
| 107 | You acknowledge and agree that all use of any Beta Offering is at your sole risk. | — | Removed |
| 108 | You agree that once you use a Beta Offering, your content or data may be affected such that you may be unable to revert back to a prior non-beta version of the same or similar feature. | — | Removed |
| 109 | Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Offering back to the prior non-beta version. | — | Removed |
| 110 | If we provide you any Beta Offerings on a closed beta or confidential basis, we will notify you of such as part of your use of the Beta Offerings. | — | Removed |
| 111 | For any such confidential Beta Offerings, you agree to not disclose, divulge, display, or otherwise make available any of the Beta Offerings without our prior written consent. 7. | — | Removed |
| 112 | OWNERSHIP 7.1 Ownership of the Services. | — | Removed |
| 114 | You agree that the Company and/or its licensors own all right, title and interest in and to the Services (including any and all intellectual property rights therein) and you agree not to take any action(s) inconsistent with such ownership interests. | 87 | You agree that the Company and/or its licensors own all right, title and interest in and to the Services and you agree not to take any action inconsistent with such ownership interests. |
| 115 | We and our licensors reserve all rights in connection with the Services and its content (other than Your Content), including, without limitation, the exclusive right to create derivative works. 7.2 Ownership of Trademarks. | 88 | We and our licensors reserve all rights in connection with the Services and their content, including, without limitation, the exclusive right to create derivative works. 7.2 Ownership of Trademarks. |
| 116 | The Company’s name, Ideogram, the Company’s logo, and all related names, logos, product and service names, designs, graphics, commercial symbols and slogans are trademarks of the Company or its affiliates or licensors. | 89 | The Company’s name, trademarks, service marks, logos and other indicia of origin are trademarks of the Company or its affiliates. |
| 117 | Other names, logos, product and service names, designs, graphics, commercial symbols and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us. 7.3 Ownership of Feedback. | 90 | You may not use, copy, reproduce, display or distribute them without our prior written permission. 7.3 Feedback. |
| 118 | We welcome feedback, comments and suggestions for improvements to the Services ( “Feedback” ). | 91 | We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). |
| 119 | You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. | 92 | You acknowledge and agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. |
| 120 | All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. | 93 | All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. 8. |
| 121 | You hereby assign to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback. | 94 | THIRD PARTY SERVICES AND MATERIALS 8.1 Use of Third Party Materials in the Services. |
| 122 | To the extent such rights cannot be assigned under applicable law, you hereby waive any moral and author's rights (including attribution and integrity) that you may have in and to any and all Feedback. 8. | 95 | Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. |
| 123 | THIRD-PARTY SERVICES AND MATERIALS 8.1 Use of Third-Party Materials in the Services. | 96 | By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites. |
| 124 | Certain Services may display, include or make available content, data, information, applications or materials from third parties ( “Third-Party Materials” ) or provide links to certain third-party websites. | 97 | We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials, third-party websites, or for any other materials, products or services of third parties. |
| 125 | By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third-Party Materials or websites. | 98 | Third Party Materials and links to other websites are provided solely as a convenience to you. 9. |
| 126 | We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third-Party Materials or third-party websites, or for any other materials, products, or services of third parties. | — | Removed |
| 127 | Third-Party Materials and links to other websites are provided solely as a convenience to you. 9. | — | Removed |
| 129 | (A) Your access to and use of the Services are at your own risk. | 100 | Your access to and use of the Services are at your own risk. |
| 130 | You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis and that all Services, including any paid Services are subject to availability. | 101 | You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. |
| 131 | Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors (the “Company Entities” ) DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR COLLATERAL, OF MERCHANTABILITY, QUALITY, DURABILITY, ACCURACY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. | 102 | Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors disclaim all warranties and conditions, whether express, implied or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement or that use of the Services will be uninterrupted or error-free. |
| 132 | The Company Entities make no warranty, guarantee or representation and disclaim all responsibility and liability for: (A) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (B) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (C) the operation or compatibility with any other application or any particular system or device; (D) whether the Services will meet your requirements or be available on an uninterrupted, secure or error-free basis; and (E) the deletion of, or the failure to store or transmit, Your Content and other communications maintained by the Services. | 103 | Without limiting the foregoing, neither the Company nor its affiliates or licensors represents or warrants that access to the Services will be uninterrupted or that the Services will be accurate, complete, reliable, current or error-free. |
| 133 | No advice or information, whether oral or written, obtained from the Company Entities or through the Services, will create any warranty, condition or representation not expressly made herein. | 104 | We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any content, materials or information made available through the Services. 9.2 Limitations of Liability. |
| 134 | (B) THE LAWS OF CERTAIN JURISDICTIONS, INCLUDING NEW JERSEY, DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES SUCH AS IN THIS SECTION 9.1 AND SECTION 9.2. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS SET FORTH IN SECTION 9.1 AND SECTION 9.2 MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. | 105 | To the fullest extent provided by applicable law, the Company and its affiliates, officers, employees, agents, service providers, partners and licensors will not be liable to you for any indirect, incidental, special, consequential or punitive damages, including without limitation damages for lost profits, goodwill, use, data or other intangible losses, arising out of or relating to your access to or use of, or inability to access or use, the Services, whether based on warranty, contract, tort, statute or any other legal theory. |
| 135 | (C) THE COMPANY ENTITIES TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES. | 106 | To the fullest extent permitted by applicable law, the total liability of the Company and its affiliates, officers, employees, agents, service providers, partners and licensors for any claim arising out of or relating to these Terms or the Services will not exceed the greater of (a) the amount you paid us for use of the Services in the twelve (12) months before the event giving rise to the liability, or (b) one hundred U.S. dollars (US $100). 9.3 Indemnification. |
| 136 | (D) YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE COMPANY ENTITIES WILL BE RESPONSIBLE FOR. 9.2 Limitations of Liability. | 107 | By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company, its affiliates, subsidiaries, parents, licensors, and service providers, and each of their respective officers, directors, members, employees, contractors, agents, licensors, suppliers, successors and assigns harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including but not limited to attorney’s fees, arising from (a) your access to and use of the Services; (b) your violation of these Terms; (c) your violation of any third party right, including any intellectual property right or privacy right; or (d) Your Content. 10. |
| 137 | TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT IN NO EVENT WILL THE COMPANY ENTITIES BE LIABLE (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, GENERAL, SPECIAL, COMPENSATORY, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, AGGRAVATED OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER UNDER THESE TERMS OR OTHERWISE ARISING IN ANY WAY IN CONNECTION WITH THE SERVICES OR THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF THE COMPANY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE OR PERFORMANCE OF THE SERVICES. | 108 | ARBITRATION AND CLASS ACTION WAIVER 10.1 Informal Process First. |
| 138 | THE COMPANY ENTITIES’ TOTAL LIABILITY TO YOU FOR ANY DAMAGES FINALLY AWARDED SHALL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00), OR THE AMOUNT YOU PAID THE COMPANY ENTITIES, IF ANY, IN THE PAST SIX (6) MONTHS FOR THE SERVICES (OR OFFERINGS PURCHASED ON THE SERVICES) GIVING RISE TO THE CLAIM. | 109 | You agree that in the event of any dispute between you and the Company, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action. 10.2 Arbitration Agreement. |
| 139 | THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 9.3 Indemnification. | 110 | After the informal dispute resolution process, any remaining dispute, controversy or claim relating in any way to the Services or these Terms, including the formation, interpretation, breach or termination of these Terms, will be finally resolved by binding arbitration, rather than in court, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction for actual or threatened infringement, misappropriation or violation of intellectual property rights. 10.3 Class Action and Jury Trial Waiver. |
| 140 | By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company Entities harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) incurred by the Company Entities arising out of or in connection with: (A) your violation or breach of any term of these Terms or any applicable law or regulation; (B) your violation of any rights of any third party; (C) your misuse of the Services; (D) Your Content, or (E) your negligence or wilful misconduct. | 111 | You and the Company agree that any proceeding to resolve any dispute, claim or controversy will be conducted only on an individual basis and not in a class, consolidated or representative action. |
| 141 | If you are obligated to indemnify any Company Entity hereunder, then you agree that Company (or, at its discretion, the applicable Company Entity) will have the right, in its sole discretion, to control any action or proceeding and to determine whether Company wishes to settle, and if so, on what terms, and you agree to fully cooperate with Company in the defense or settlement of such claim. 10. | 112 | You and the Company waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or jury. 10.4 Opt-Out. |
| 142 | ARBITRATION AND CLASS ACTION WAIVER 10.1 PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. | 113 | You have the right to opt out of the arbitration provisions of this Section 10 by sending written notice of your decision to opt out to support@ideogram.ai within thirty (30) days after first becoming subject to this arbitration agreement. |
| 143 | IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER. 10.2 Informal Process First. | 114 | Your notice must include your name and address, the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this arbitration agreement. 11. |
| 144 | You and the Company agree that in the event of any dispute, either party will first contact the other party and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action, after first allowing the receiving party thirty (30) days in which to respond. | — | Removed |
| 145 | Both you and the Company agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party. 10.3 Arbitration Agreement and Class Action Waiver. | — | Removed |
| 146 | After the informal dispute resolution process, and subject to applicable law, any remaining dispute, controversy, or claim (collectively, “Claim” ) relating in any way to the Company’s services and/or products, including the Services, and any use or access or lack of access thereto, will be resolved by arbitration, including threshold questions of arbitrability of the Claim. | — | Removed |
| 147 | You and the Company agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules” ) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms). | — | Removed |
| 148 | If you are a United States resident, because your contract with the Company, these Terms, and this Arbitration Agreement concern U.S. interstate commerce, the Federal Arbitration Act ( “FAA” ) governs the arbitrability of all disputes. | — | Removed |
| 149 | However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit. | — | Removed |
| 150 | Any arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. | — | Removed |
| 151 | Judgment on the arbitration award may be entered in any court that has jurisdiction. | — | Removed |
| 152 | Except where prohibited by applicable law, any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. | — | Removed |
| 153 | You understand that by agreeing to these Terms, you and the Company are each waiving the right to trial by jury or to participate in a class action or class arbitration. 10.4 Exceptions. | — | Removed |
| 154 | Notwithstanding the foregoing, you and the Company agree that the following types of disputes will be resolved in a court of proper jurisdiction: (A) disputes or claims within the jurisdiction of a small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual dispute and not as a class, representative, or consolidated action or proceeding; (B) disputes or claims where the sole form of relief sought is injunctive relief (including public injunctive relief); or (C) intellectual property disputes. 10.5 Costs of Arbitration. | — | Removed |
| 155 | Payment of all filing, administration, and arbitrator costs and expenses will be governed by the JAMS Rules, except that if you demonstrate that any such costs and expenses owed by you under those rules would be prohibitively more expensive than a court proceeding, the Company will pay the amount of any such costs and expenses that the arbitrator determines are necessary to prevent the arbitration from being prohibitively more expensive than a court proceeding (subject to possible reimbursement as set forth below). | — | Removed |
| 156 | Fees and costs may be awarded as provided pursuant to applicable law. | — | Removed |
| 157 | If the arbitrator finds that either the substance of your claim or the relief sought in the demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the JAMS rules. | — | Removed |
| 158 | In that case, you agree to reimburse the Company for all monies previously disbursed by it that are otherwise your obligation to pay under the applicable rules. | — | Removed |
| 159 | If you prevail in the arbitration and are awarded an amount that is less than the last written settlement amount offered by the Company before the arbitrator was appointed, the Company will pay you the amount it offered in settlement. | — | Removed |
| 160 | The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator’s ruling on the merits. 10.6 Opt-Out. | — | Removed |
| 161 | You have the right to opt-out and not be bound by the arbitration provisions set forth in these Terms by sending written notice of your decision to opt-out to support@ideogram.ai or to the mailing address listed in the “How to Contact Us” section of these Terms. | — | Removed |
| 162 | The notice must be sent to the Company within thirty (30) days of your first registering to use the Services or agreeing to these Terms; otherwise you shall be bound to arbitrate disputes on a non-class basis in accordance with these Terms. | — | Removed |
| 163 | If you opt out of only the arbitration provisions, and not also the class action waiver, the class action waiver still applies. | — | Removed |
| 164 | You may not opt out of only the class action waiver and not also the arbitration provisions. | — | Removed |
| 165 | If you opt-out of these arbitration provisions, the Company also will not be bound by them. 10.7 WAIVER OF RIGHT TO BRING CLASS ACTION AND REPRESENTATIVE CLAIMS. | — | Removed |
| 166 | To the fullest extent permitted by applicable law, you and the Company each agree that any proceeding to resolve any dispute, claim, or controversy will be brought and conducted ONLY IN THE RESPECTIVE PARTY’S INDIVIDUAL CAPACITY AND NOT AS PART OF ANY CLASS (OR PURPORTED CLASS), CONSOLIDATED, MULTIPLE-PLAINTIFF, OR REPRESENTATIVE ACTION OR PROCEEDING ( “CLASS ACTION” ). | — | Removed |
| 167 | You and the Company AGREE TO WAIVE THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION. | — | Removed |
| 168 | YOU AND THE COMPANY EXPRESSLY WAIVE ANY ABILITY TO MAINTAIN A CLASS ACTION IN ANY FORUM. | — | Removed |
| 169 | IF THE DISPUTE IS SUBJECT TO ARBITRATION, THE ARBITRATOR WILL NOT HAVE THE AUTHORITY TO COMBINE OR AGGREGATE CLAIMS, CONDUCT A CLASS ACTION, OR MAKE AN AWARD TO ANY PERSON OR ENTITY NOT A PARTY TO THE ARBITRATION. | — | Removed |
| 170 | FURTHER, YOU AND THE COMPANY AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND IT MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS ACTION. | — | Removed |
| 171 | For the avoidance of doubt, however, you can seek public injunctive relief to the extent authorized by law and consistent with the Exceptions clause above. | — | Removed |
| 172 | IF THIS CLASS ACTION WAIVER IS LIMITED, VOIDED, OR FOUND UNENFORCEABLE, THEN, UNLESS THE PARTIES MUTUALLY AGREE OTHERWISE, THE PARTIES’ AGREEMENT TO ARBITRATE SHALL BE NULL AND VOID WITH RESPECT TO SUCH PROCEEDING SO LONG AS THE PROCEEDING IS PERMITTED TO PROCEED AS A CLASS ACTION. | — | Removed |
| 173 | If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or consolidated or representative action must be brought in a court of proper jurisdiction and not in arbitration. 11. | — | Removed |
| 176 | If we make changes that are material, we will use reasonable efforts to attempt to notify you, such as by e-mail and/or by placing a prominent notice on the first page of the Website or the App. | 117 | If we make material changes, we will use reasonable efforts to notify you and give you an opportunity to review the changes before they become effective. |
| 177 | However, it is your sole responsibility to review these Terms from time to time to view any such changes. | 118 | By continuing to access or use the Services after the revised Terms become effective, you agree to be bound by the revised Terms. 11.2 Termination of License and Your Account. |
| 178 | The updated Terms will be effective as of the time of posting, or such later date as may be specified in the updated Terms. | 119 | If you breach any of the provisions of these Terms, all licenses granted by us will terminate automatically. |
| 179 | Your continued access or use of the Services after the modifications have become effective will be deemed your acceptance of the modified Terms. | 120 | Additionally, the Company may suspend, disable, or delete your Account and/or the Services, with or without notice, for any or no reason. |
| 180 | No amendment shall apply to a dispute for which an arbitration has been initiated prior to the change in Terms. 11.2 Termination of License and Your Account . | 121 | Upon termination of your Account or these Terms, your right to use the Services will immediately cease. 11.3 Injunctive Relief. |
| 181 | If you breach any of the provisions of these Terms, all licenses granted by the Company will terminate automatically. | 122 | You agree that a breach of these Terms may cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law. 11.4 California Residents. |
| 182 | Additionally, the Company may suspend, disable, or delete your Account and/or the Services (or any part of the foregoing) with or without notice, for any or no reason. | 123 | If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to Ideogram AI, 320 Bay St, Suite 700, Toronto, ON M5H 4A6 with your electronic mail address and a request for these Terms. 11.5 Miscellaneous. |
| 183 | If the Company deletes your Account for any suspected breach of these Terms by you, you are prohibited from re-registering for the Services under a different name. | 124 | These Terms constitute the entire agreement between you and the Company relating to your access to and use of the Services. |
| 184 | In the event of Account deletion for any reason, the Company may, but is not obligated to, delete any of Your Content. | 125 | These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction. |
| 185 | The Company shall not be responsible for the failure to delete or deletion of Your Content. | — | Removed |
| 186 | All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by the Company or you. | — | Removed |
| 187 | Termination will not limit any of the Company’s other rights or remedies at law or in equity. 11.3 Injunctive Relief. | — | Removed |
| 188 | You agree that a breach of these Terms will cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security or proof of damages. 11.4 California Residents. | — | Removed |
| 189 | If you are a California resident, in accordance with Cal. | — | Removed |
| 190 | Civ. | — | Removed |
| 191 | Code § 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210. 11.5 U.S. Government Restricted Rights. | — | Removed |
| 192 | The Services and related documentation are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. | — | Removed |
| 193 | Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (A) only as Commercial Items, and (B) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. 11.6 Export Laws. | — | Removed |
| 194 | You agree that you will not export or re-export, directly or indirectly, the Services and/or other information or materials provided by the Company hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. | — | Removed |
| 195 | In particular, but without limitation, the Services may not be exported or re-exported (A) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (B) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. | — | Removed |
| 196 | By using the Services, you represent and warrant that you are not located in any such country or on any such list. | — | Removed |
| 197 | You are responsible for and hereby agree to comply at your sole expense with all applicable export laws and regulations. 11.7 Miscellaneous. | — | Removed |
| 198 | These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and your use of the Services, and supersedes all other agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. | — | Removed |
| 199 | If any provision of these Terms shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. | — | Removed |
| 200 | These Terms and the licenses granted hereunder may be assigned by the Company but may not be assigned by you without the prior express written consent of the Company. | — | Removed |
| 202 | The section headings used herein are for reference only and shall not be read to have any legal effect. | 127 | If any part of these Terms is found to be invalid or unenforceable, that part will be given effect to the greatest extent possible and the remaining provisions will remain in full force and effect. |
| 203 | These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in Section 10, or if arbitration does not apply, then the state and federal courts located in Delaware. 11.8 How to Contact Us. You may contact us regarding the Services or these Terms at: 320 Bay St, Suite 700, Toronto, ON M5H 4A6 , or by e-mail at support@ideogram.ai . | 128 | The section headings in these Terms are for convenience only and have no legal or contractual effect. |
| 129 | You agree that communications and transactions between us may be conducted electronically. 11.6 How to Contact Us. You may contact us regarding the Services or these Terms at: Ideogram AI, 320 Bay St, Suite 700, Toronto, ON M5H 4A6, or by e-mail at support@ideogram.ai . | ||
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