production

terms-agreement

ESSENTIAL INFORMATION

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS (“ Terms of Use”) CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING THE TERMS OF USE FOR OUR WEBSITE AT WWW.DESIGNS.AI (“ Website”), AND ALL OTHER FEATURES MADE AVAILABLE ON OR THROUGH OUR WEBSITE(S) INDIVIDUALLY OR COLLECTIVELY (collectively “ Services”). YOUR ACCEPTANCE OF TERMS OF USE HEREIN IS AN ABSOLUTE CONDITION OF YOUR USE OF THE SERVICES AND FORMS A LEGAL AGREEMENT BETWEEN YOU AND DESIGNS.AI (together with its affiliates, collectively “ We”, “Us” or “Our”).

BY ACCESSING OUR WEBSITE(S) AND/OR SUBSCRIBING OR USING ANY OF OUR SERVICE OR PART THEREOF, YOU ARE AGREE TO BE BOUND BY THIS TERMS OF USE, LICENSE AGREEMENT AND TO THE COLLECTION AND USE OF YOUR INFORMATION IN ACCORDANCE WITH OUR PRIVACY POLICY, AND COOKIE POLICY (collectively, “ The Agreement”). IF YOU DO NOT ACCEPT OR AGREE WITH THE WHOLE OR ANY PART OF THE AGREEMENT, PLEASE LEAVE THE WEBSITE AND/OR DISCONTINUE OUR SERVICE(S) IMMEDIATELY.

WE WILL KEEP THE TERMS OF USE UNDER REGULAR REVIEW AND WE RESERVE THE RIGHT TO CHANGE, AMEND, VARY OR MODIFY THE TERMS OF USE AT ANY TIME WITHOUT PRIOR WRITTEN NOTICE, AND YOU AGREE TO BE BOUND BY SUCH CHANGES. ACCORDINGLY, YOU ARE ADVISED TO CHECK THE TERMS OF USE ON A REGULAR BASIS.

1. Account Creation

You must create and register an account with Us in order for you to use Our Services. When creating and registering your account with Us, you must provide the accurate, complete and latest information to Us, failing which, We reserve the right to discontinue, suspend or terminate Our Services to you. All Your personal information and billing information (if applicable) provided to Us pursuant thereto shall be processed in accordance with Our Privacy Policy.

2. User Conduct and Obligations

You agree and undertake to Us that you shall:

(a) not use Our Services for any illegal or unauthorized purpose;

(b) not abuse, harass, threaten, or intimidate other users of the Services;

(c) not reverse engineer, decompile or disassemble Our Services;

(d) not copy, modify, adapt or hack Our Website and Services;

(e) not rent, lease, sublicense, sell, assign, a loan or otherwise transfer the Services;

(f) not upload, transmit or distribute any viruses, worms, or invalid data to Our Services and other users;

(g) not use Our Services to promote discrimination, hostility or violence;

(h) not impersonate another person or otherwise mispresenting your affiliation with a person conducting fraud, hiding or attempting to hide your identity;

(i) be responsible for your conduct and activities on the use of Our Services (including, any activity that occurs under Your account); and/or

(j) only use Our Services to produce, create, or reproduce works provided always that such production, creation or reproduction derives from materials which you own the copyright or materials you are legally authorized or licensed to use;

failing which, We reserve the right to discontinue, suspend or terminate Our Services to you and you shall irrevocably and unconditionally indemnify Us against all claims in accordance with Clause 11. You further agree not to hold Us liable for any direct or indirect losses or damages howsoever incurred by you arising out of or in connection with the discontinuance, suspension or termination of Our Services.

3. Fees and Taxes

(a) General

The use of the Services is subject to payment of a fee(s), one-time or subscription as may be determined by Us from time to time (“ Fees”) which shall be made via credit card or such other payment method as accepted by Us (“Payment Method”). If you wish to use these Services, whether, for commercial or personal use, you are required to pay all applicable and respective Fees in advance. If you purchase the Services that We offer, you agree to Our or Our third-party service providers, storing and updating your payment card information. You expressly agree (i) that We are authorized to charge you (A) the Fee, (B) any other Fees for the Services you may purchase, and any applicable taxes in connection with your use of the Services to the payment card you provide and (ii) to reimburse us for all collection costs and interest for an overdue amounts. We reserve the right to change, amend, modify or vary the price, package and/or features of the one-time and subscription plan. If We change the price and package of such subscription plan(s), We will give you notice in advance of these changes.

We will use all reasonable effort to ensure that the pricing and information for Our Services stated therein are accurate, however, there are possibilities due to the genuine error that the information of Our Services may be inaccurate or any of Our Services may be priced wrongly. If such situations may arise, We reserve the right to take any appropriate action We deem necessary to rectify the same.

(b) Fee Changes

You understand that additional services that may be introduced in the future may be subject to additional fees. You further acknowledge and approve that We reserve the right to change Our Fees at any time, at Our sole discretion, upon notice to you if such changes affect your existing subscription. If you received a discount for a subscription fee, or any other promotional offer for a subscription fee We shall have the right to renew your subscription automatically and without further notice at the full applicable Fee.

(c) One Time Fee & Refunds
If you believe that you were charged in error, you may provide a written notice to info@designs.ai to request to cancel the Fee. Eligibility to cancel a Fee will be assessed by Us based on a number of factors, including without limitation, violations to Our License Agreement and improper usage of Our Services.

(d) Taxes and Currencies

All Fees for the Services shall be in U.S Dollars, except when and as specifically stated otherwise by Us. You shall have full and sole responsibility for all taxes and fees of any nature associated with Our Fees and Services, including any sales tax related to the purchase or sale of Services.

(e) Subscription

In order to ensure that you do not experience an interruption of the Service due to the lapse of the subscription period, the subscription will be based on an auto-renewal basis whereby it will automatically be renewed upon the end of the applicable subscription period (i.e. monthly basis or yearly basis) corresponding to the term of your subscription.

In the event your subscription begins on a day not contained in a given month, We shall bill you via the Payment Method on the last day of such month. For example, if you had subscribed to use Our Service and became a paying subscriber on 28 February, you shall be billed via the Payment Method on 31 March (if you had opted for a monthly subscription) or on 31 May (if you had opted for a quarterly subscription). You acknowledge that the timing of when you are billed and the amount billed via the Payment Method may vary, including for example due to free trials and other promotional offers, credits applied, changes in your subscription, and changes in applicable taxes, and you authorize us to charge you for the corresponding amounts.

If We offer you a promotion (e.g., a promotional price) for your subscription, the specific terms of the promotion will be disclosed during your sign-up or in other materials provided to you describing the particular promotion. In the case of promotional pricing, after your promotion ends, We will begin billing you for your subscription at the regular price after the promotion ends unless you cancel prior to the end of the promotion or unless otherwise disclosed in communications made available to you.

4. Cancellation of Subscription and Account Deletion

(a) Cancellation of Subscription

You may discontinue to use and request the cancellation of your subscription at any time. We shall not be liable for reimbursing you of any cancellation of your subscription fee have been paid by you. For example, if you have paid for twelve (12) months upfront, such amount shall be deemed forfeited.

You may cancel your subscription by going to “My Account” and following the instructions as stated therein.

(b) Account Deletion

You may also delete your account by going to “My Account” and following the instructions for the deletion of your account.

Upon the closure of your account and under your specific instruction for data erasure, we shall take all reasonable efforts to erase all data related to your account. We reserve the right to retain any data necessary under the applicable laws.

Upon cancellation or discontinuance of your subscription and account, you may continue to use any work previously produced, created or reproduced by you via the Service as of the date of cancellation or discontinuance, provided always that such use must be in compliance with the terms of this Terms of Use, the License Agreement and other relevant licensing agreements as may be imposed by Us from time to time.

For the avoidance of doubt, upon such cancellation or discontinuance of your subscription and your account you shall not use the Service.

5. User Representation and Warranties

You hereby represent, warrant and covenant to Us that:

(a) you are at least the legal age of your country of residence and have the right to enter into this Terms of Use;

(b) you will not use the content in any way that is not permitted by this Terms of Use, License Agreement or any other relevant licensing agreements;

(c) your use of the content will not violate any rights including but not limited to copyrights, intellectual property rights, trademark, privacy, or any other applicable law or regulation of any country, state, other governmental entities or any third party;

(d) the information you provide to Us is accurate and true, including without limitation all credit card information; and

(e) you agree that all passwords to your account are to be held in the strictest of confidence. You may not share or disclose any password or login information to any other user or third party other than as specifically provided for herein. If you breach any provision of this section, We shall be entitled to:

(i) terminate this Terms of Use immediately with notice to you;

(ii) retain all unpaid payments pursuant to this Terms of Use; and

(iii) seek any legal or equitable remedies.

6. Our Rights

(a) Notwithstanding anything to the contrary, We may, at any time, with or without notice and without any cause or reason, immediately suspend, discontinue or terminate Our Services or your right to access and use Our Website.

(b) Further, We may or authorize a/the third party to run or display advertisements and promotions on Our Websites and Services. The manner, mode, and extent of such advertising and promotions are at Our sole and absolute discretion and/or authorized third party.

7. Intellectual Property Rights

The Website(s) and Service are owned and operated by Us. While images on the Website are either owned by Us or Our partners/contributors and are protected by international copyright laws and international treaty provisions. We retain all rights not expressly or explicitly granted pursuant to this Terms of Use. The license contained in this Terms of Use will be terminated automatically without notice from Us should you fail to comply with any provision of this Terms Of Use.

8. Disclaimers

OUR WEBSITE AND SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS WITHOUT ALL WARRANTIES, EXPRESS OR IMPLIED OF ANY KIND, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. WE DO NOT WARRANT THAT: (A) THE WEBSITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE; AND (B) THE RESULTS OBTAINED, PRODUCED OR GENERATED FROM THE USE OF THE WEBSITE AND SERVICES WILL BE ACCURATE, RELIABLE OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE AND SERVICES ARE WITH YOU.

9. Limitation of Liability

IN NO EVENT SHALL WE AND OUR AFFILIATES, DIRECTORS, EMPLOYEES OR ASSIGNEES, BE LIABLE TO YOU FOR ANY DAMAGES (INCLUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES). TANGIBLE OR INTANGIBLE LOSSES, EXPENSES, LIABILITIES UNDER ANY CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, OR OTHERWISE) CAUSED THROUGH THE USE OF, OR THE INABILITY TO USE, OUR WEBSITE. CONTENTS, MATERIALS, SERVICES AND/OR THIRD-PARTY PRODUCTS.

YOU FURTHER AGREE AND ACKNOWLEDGE THAT WE HAVE NO CONTROL AND CANNOT UNDERTAKE RESPONSIBILITY OR LIABILITY IN RESPECT OF INFRINGING MATERIAL APPEARING ON LINKED SITES OR OTHER THIRD-PARTY SITES. ACCORDINGLY, WE SHALL NOT ASSUME ANY RESPONSIBILITY HOWSOEVER ARISING THEREOF.

10. Indemnification

YOU HEREBY IRREVOCABLY AGREE AND UNDERTAKE TO FULLY DEFEND AND INDEMNIFY US AND OUR EMPLOYEES, DIRECTORS, AND OFFICERS, AND ANYONE ELSE ASSOCIATED WITH US, AND EACH OF THEIR SUCCESSORS, LICENSEES, AND ASSIGNS FREE AND HARMLESS FROM ANY AND ALL CLAIMS, LIABILITIES, COSTS, LOSSES, DAMAGES, OR EXPENSES WHATSOEVER, INCLUDING ATTORNEYS' FEES AND EXPENSES,

HOWSOEVER ARISING FROM:

(a) YOUR BREACH OF ANY PART OF TERMS OF USE AND/OR THIS TERMS OF USE;

(b) YOUR VIOLATION OF ANY THIRD-PARTY RIGHTS (INCLUDING BUT NOT LIMITED TO, ANY COPYRIGHT, PRIVACY RIGHTS, AND OTHER INTELLECTUAL PROPERTY RIGHTS);

(c) YOUR WILLFUL DEFAULT, NEGLIGENCE OR MISCONDUCT;

(d) YOUR USE OF OUR WEBSITE, SERVICES, CONTENTS AND/OR MATERIALS;

(e) YOUR VIOLATION OF ANY APPLICABLE LAW AND REGULATION; AND

(f) ANY PARTY’S ACCESS AND USE OF THE SERVICE VIA YOUR ACCOUNT.

11. Miscellaneous

(a) Assignment

You may not assign or transfer to anyone the rights granted to you in this Terms of Use, without Our prior written consent and any attempted or actual assignment or transfer thereof shall be null and void. We reserve the right to assign the whole or any part of this Terms of Use to its affiliates without your consent.

(b) Third-party suppliers and applications

We may engage other companies to provide services for the Service, including hosting, the collection and processing of payments and the supply of components and features for the functionality of the Services. We may provide access to or make available additional third-party software or services. We do not make any representations or warranties, express or implied, regarding any third party software or service. They are provided only as a convenience to you and We do not endorse and is not affiliated with any third-party software or service. You agree that any use of third-party software or service is at your risk and subject to the terms applicable to that third-party software or service.

(c) Service Interruptions

You acknowledge and agree that there may be interruptions in your use of the Service, including planned downtime and unavailability caused by Internet service provider failures or delays, or any failures, delays or downtime caused by third-party supplier and applications.

(d) Responsibility for Your Content

We are not responsible for any of your content which is delayed, lost, altered, intercepted or stored during the transmission of any data whatsoever acridness networks not owned and/or operated by Us, including, but not limited to, the Internet, any third party applications used in connection with providing the Service, and your local network. You acknowledge and agree that you may permanently lose your content (as uploaded to the Service), including any changes made to your content by or for you during the use of the Service.

(e) Blocking a user, disabling an account or refusing to process a payment

We may block you, terminate your account or refuse to process a payment if We reasonably believe there is a risk associated with you, your account, or that payment, including if it breaches a law or regulation. Examples of where We might do this include transaction where the payment is from or to a person or country sanctioned by an authority (like the United Nations, the United States government or the Australian government); or where We reasonably believe there is a legal or regulatory risk or a risk of loss being suffered by Us or Our members. You warrant that you are not located in a sanctioned country and are not on a sanctioned person list. We may also block members from a country if We cannot make payments to or from that country. You should check what payment methods are available in your country for making payments as a buyer or for withdrawing earnings as an author.

(f) No Waiver

Any failure on Our part to enforce any provision of this Terms of Use will not be deemed a waiver of future enforcement of that or any other provision.

(g) No Partnership

Nothing in this Terms of Use shall be construed to create any partnership, joint venture, employment or agency relationship between you and Us.

(h) Force Majeure

We shall not be liable for any delays in performance of Our Services and obligations under this Terms of Use for causes beyond its reasonable control, including but not limited to fire, flood, epidemic, strike, the act of God or public disorder.

(i) Entire Terms

These Terms of Use constitutes the entire agreement between you and Designs.ai regarding its subject matter. Should any provision of this Terms of Use be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Terms of Use will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Failure by either party to enforce any provision of this Terms of Use will not be deemed a waiver of future enforcement of that or any other provision.

(j) Severability

Should any provision of this Terms of Use be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Terms of Use will be construed to most closely give effect to the parties' intentions.

(k) Governing Law and Dispute Resolution

(i) The establishment, effectiveness, interpretation, and execution of this Terms of Use shall all be governed by the laws of Singapore, subject to its jurisdiction, and without regard to the conflict of laws principles.

(ii) All disputes arising in connection with the performance of this Terms of Use shall be settled through friendly negotiations. If the parties are unable to resolve any such dispute within thirty (30) days after the commencement of negotiations, the parties agree to submit the dispute to Singapore International Arbitration Centre for arbitration in Singapore which shall be conducted in accordance with the UNCITRAL Arbitration Rules in effect at the time of applying for arbitration. The number of arbitrators shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.

(iii) You acknowledge and agree that any breach of any covenant, representations, and warranties contained in this Terms of Use would cause irreparable injury to Us such that damages and remedies under Singapore Law for any breach of any such covenant would be inadequate. You further acknowledge and agree that the arbitral tribunal may order an interim measure it deems necessary or proper in accordance with the applicable laws of Singapore, including without limitation, any injunctive or enjoining procedural orders or interlocutory awards.


Last Updated: Nov 01 2020