DeepCreative Terms of Use (v. 1.1)
December 10, 2024
These Terms of Use contain govern your access to the website owned and operated by DeepCreative Inc. (“DeepCreative”, “us”, “our”, and “we”) and available at www.deepcreative.ai (such website, inclusive of all content displayed on the website, and all code, the “Site”). The Site may be accessed by you solely under terms and conditions described below (the “Terms”) which are legally binding and contain your obligations to us.
PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, (A) YOU ARE ACCEPTING THESE TERMS AND ADDITIONAL TERMS, IF ANY, (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND (B) YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOUR ACCESS TO THE SITE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THE TERMS. YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE SITE.
1. Site Access and Termination. Subject to the Terms, we grant to you a non-transferable, non-exclusive, revocable, limited license to use and access the Site for your own personal, non commercial use. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; (d) you shall not attempt to or violate security of the Site; and (e) no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means unless otherwise agreed to by us (or the applicable rights holder) in a signed, authenticated writing or as permitted by applicable law. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.
We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Site will terminate immediately. DeepCreative will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2 through 8, 11, 12, 14 and 15.
2. Modifications.
a. To the Terms. These Terms are subject to change. If we make substantial changes, we may notify you by sending an email to the last email address you provided to us (if any), or by posting a notice of the changes on our Site. In the event that the email address you provided to us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by them.
b. To the Site. DeepCreative reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. DeepCreative will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.
c. Beta and Additional Terms. You may need to accept additional terms to access or use certain of our including but not limited to limited duration evaluation or beta tests, Site features, services, software, or other offerings that may be made available to you by us (collectively, “Services”). Your use of such Services may be subject to additional guidelines, terms, or rules, which will be posted on the Site or otherwise communicated to you in connection with such Services (“Additional Terms”). The Additional Terms that apply to such Services supplement these Terms and may change your rights or obligations, such as an obligation to pay us fees. All such Additional Terms are incorporated by reference into these Terms. In the event of any conflict with these Terms, the Additional Terms for the applicable Service(s) shall govern your use of such Service(s).
3. Ownership. All right, title, and interest in and to the Site, software, source code, HTML, designs and design elements, graphics, headers, and all other content on the Site, inclusive of all intellectual property rights including,without limitation, copyrights, patents, trade marks, and trade secrets throughout the universe (“Rights”), are proprietary to and retained by DeepCreative or its licensors. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party. Your assumption should be that the Site and all of its content is proprietary to DeepCreative or such third parties. There are no implied licenses granted under these Terms. Other than the limited rights to access and use the Site which are expressly granted in Section 1 (above), these Terms do not grant to you or any third party any Rights. DeepCreative reserves all rights not expressly granted under these Terms.
4. Feedback. You have no obligation to give us feedback, including but not limited to ratings, completing surveys, or providing suggestions for improving the Site, our products and services (collectively, “Feedback”). If you provide Feedback, you shall not submit any information or ideas to us that you consider to be proprietary or confidential: we will treat any Feedback that we receive as non-confidential and non-proprietary. By submitting Feedback to us, you hereby assign to DeepCreative all rights in and to such Feedback throughout the universe, and DeepCreative shall have the right (but not the obligation) to use and fully exploit such Feedback, and related information in any way, in its sole discretion, without obligation or payment to you.
5. Third Party Links. The Site may include third party content, service offerings, or integrations (“Third Party Content”) which may be subject to additional terms and policies, including privacy policies, applicable to the Third Party Content. Your use of any Third Party Content is solely at your own risk. DeepCreative does not control or accept liability or responsibility for any loss or damage arising from your use of any Third Party Content and DeepCreative makes no representations or warranties with respect to Third Party Content.
6. Indemnification. You shall indemnify and hold DeepCreative (and its officers, directors, advisors, employees, customers, vendors, and agents) harmless from any liability, damage or cost (including costs and reasonable attorneys’ fees), from any claim or demand made by any third party due to or arising out of (a) your access to or use of the Site, (b) any content on the Site; (c) your violation of these Terms, (d) your violation of applicable laws or regulations, or (e) the infringement by you of any intellectual property or other right of any person or entity. DeepCreative reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you shall cooperate with our defense of these claims. You will not to settle any matter without the prior written consent of DeepCreative. DeepCreative will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
7. WARRANTY DISCLAIMERS. THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND DEEPCREATIVE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. DEEPCREATIVE MAKES NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
8. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DEEPCREATIVE (OR ITS EMPLOYEES, AGENTS, OR THIRD PARTY SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOSS RESULTING FROM USE OR THE UNAVAILABILITY OF INFORMATION, DATA, OR OTHER CONTENT ON THIS SITE, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST OR DAMAGED DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY DIRECT, INDIRECT, CONSEQUENTIAL, COMPENSATORY, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF YOU OR THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS DISCLAIMER APPLIES TO ALL DAMAGE OR INJURY RESULTING FROM VIRUSES OR MALWARE OR SIMILAR ITEMS, UNAUTHORIZED USE OR ACCESS TO USER INFORMATION BY ANY MEANS, OR NEGLIGENCE OR OMISSION BY US, OR TORTIOUS, ILLEGAL, OR CRIMINAL CONDUCT OF OTHER USERS OR THIRD PARTIES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM: IN NO EVENT WILL DEEPCREATIVE BE HELD LIABLE FOR ANY SUCH DAMAGE OR LOSS THAT ARISES IN CONNECTION WITH USE OF THE SITE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS AND SERVICE PROVIDERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
9. Disclosures. DeepCreative is located at 322 W. Chapman Avenue, Roseburg, OR 97470. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
10. Electronic Communications. The communications between you and DeepCreative use electronic means, whether via email or DeepCreative posts notices on the Site. For contractual purposes, you (a) consent to receive communications from DeepCreative in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that DeepCreative provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights. While we use reasonable security measures, no method of transmission over the internet is entirely secure and we cannot guarantee the security or confidentiality of electronic communications. You therefore transmit such information at your own risk and should evaluate carefully what information you elect to send to us via any electronic means of communication.
11. United States Government Rights. The Site and Services each is a “commercial item” as defined in 48 C.F.R. 2.101, consisting of “commercial computer software”, “commercial product(s)”, “commercial computer software documentation”, and “commercial services”. Accordingly, U.S. Government users of the Site and other DeepCreative products or services will have only those rights that are granted to all other users of the Site and other products and services pursuant to these Terms. If you are a U.S. government entity, then you acknowledge and agree that (i) use, duplication, reproduction, release, modification, disclosure, or transfer of the software and any related documentation of any kind, including, without limitation, technical data and manuals, will be restricted in accordance with Federal Acquisition Regulation 12.212 for civilian purpose and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes, (ii) the software was developed fully at private expense and (iii) all other use of the software except in accordance with the license grant provided above is strictly prohibited.
12. Compliance with Applicable Laws; Export Controls. You are responsible for compliance with all applicable rules, regulations, and laws. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You shall not export, reexport, or transfer, directly or indirectly, any products or services provided by DeepCreative, any technical data acquired from DeepCreative, the Site, or any products utilizing such data, in violation of the United States export laws or regulations to any U.S. embargoed countries (“Embargoed Countries”) or to anyone on (a) the U.S. Treasury Department’s list of Specially Designated Nationals, (b) any other restricted party lists identified by the Office of Foreign Asset Control, (c) the U.S. Department of Commerce Denied Persons List or Entity List, or (d) any other restricted party lists (collectively “Restricted Person or Entity”). If you use or access the Site or Services, you represent and warrant that you are not (i) located in an Embargoed Country; (ii) a Restricted Persons or Entity; and (iii) are not accessing the Site or Services on behalf of a Restricted Person or Entity.
We reserve the right in our sole discretion to a) investigate violations of these Terms; b) comply with governmental, court, and law enforcement requests or requirements related to the use of the Site and data we collect; c) report information about you to appropriate law enforcement authorities; and d) to cooperate with all applicable law enforcement authorities in prosecuting persons or entities who violate the Terms and/or applicable law.
13. Disputes. In the event of a dispute, claim or controversy relating to these Terms or the breach, termination, or validity of these Terms (“Dispute”), the parties will first attempt in good faith to informally resolve the matter. The party raising the Dispute must notify the other party (“Dispute Notice”), who will have 15 days from the date of delivery of the Dispute Notice to propose a time for the parties to meet with appropriately leveled executives to attempt to resolve the Dispute. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either party may seek to resolve the dispute through arbitration in Accordance with Section 14 (Arbitration).
14. Arbitration. Any dispute between you and DeepCreative relating in any way to the Site, the Services, or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and DeepCreative may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or DeepCreative may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). The arbitrator shall be a retired judge and shall have exclusive authority to resolve all disputes subject to arbitration hereunder. Any Dispute will be determined in English by final, binding arbitration according to the region-specific processes below. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded.The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
For users residing in the United States, the place of arbitration shall be San Francisco, California, U.S.A. and arbitration shall be conducted pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc.
For users residing outside of the United States, any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules in effect on the date of this Agreement.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: 322 W. Chapman Avenue, Roseburg, OR 97470, or email to legal@deepcreative.ai, within 30 days after first becoming subject to this arbitration agreement in this Section 14. Your notice must include your name and address and a clear statement that you want to opt out of this arbitration agreement. If you opt out of this arbitration agreement, all other parts of these Terms will continue to apply to you. Opting out of this arbitration agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.
15. Miscellaneous.
Entire Agreement. These Terms constitute the entire agreement between you and us regarding the use of the Site.
Choice of Law. This Agreement shall be governed by and construed under the laws of the State of California applicable to agreements made and to be wholly performed therein, without regard to its conflicts of laws principles.
Equitable Relief. If you breach these Terms, we may pursue any equitable or legal remedy available which may include, but not be limited to direct, punitive, and consequential damages and injunctive relief.
No Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision or the right to enforce any provision at any time thereafter.
Headings for Convenience Only.The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
Severability. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
Independent Contractors. Your relationship to DeepCreative is that of an independent contractor, and neither party is an agent or partner of the other.
Assignment. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without DeepCreative’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. DeepCreative may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.