ESSENTIAL INFORMATION

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (“AGREEMENT”) YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT IS AN ABSOLUTE CONDITION OF YOUR USE OF THE SERVICE OF DESIGNS.AI.

1. AGREEMENT

This is an agreement between Pixlr Pte. Ltd. conducting business or transactions through and as Designs.ai (“Designs.ai”, “We”, “Our”, or “Us”) at the site of https://designs.ai (the “Site”) and the user ("You") who is using the Service (as defined below under Clause 4) from the Site. You may not allow anyone else to use Your username or password. Each use / activity / transaction originating from Your username / account will be attributed to and, be held responsible by You, regardless of whether such use / activity / transaction was known to or approved by You. You must not use any automated means to access, log-in or register accounts on the Site. 

We reserve the right to amend, change, alter, substitute or otherwise modify the terms and conditions of this Agreement (and other terms and conditions, guidelines or policies at the Site) at any time ("Update"). 

You have agreed to be bound by the terms and conditions of this Agreement and the Update(s), and by using and your continued use of the Service from Designs.ai, You acknowledge that You have read, understood, and accepted the terms and conditions of this Agreement. 

If You are purchasing the Service on behalf of a licensee ("Licensee"), You hereby represent and warrant that You are authorized to act on behalf of such Licensee and have full authority to bind the Licensee to this Agreement. If the Licensee fails to abide by this Agreement, You shall be personally and fully liable on a joint and several basis for such failure and any resulting damage or claim. For the purpose of this Agreement, all terms and conditions of this Agreement as applicable to You shall apply equally to the Licensee (as the case may be). 

Your agreement with Us includes this Agreement, Terms of Use, Privacy Policy, and Cookie Policy (This Agreement, Privacy Policy, Terms of Use and Cookie Policy and any additional terms that You agree to, shall be read and construed together collectively as the “Agreements”).

2. DESIGNS.AI REPRESENTATION

(a) Designs.ai represents to the best of its knowledge that it owns all rights or has all requisite authority, including all copyrights, in and to the Service or, is authorized to license the Service under the terms and conditions of this Agreement; provided, however, that such representation will be deemed inapplicable with regards to the Service which is found to be subject to the ownership or rights of any third party (other than Designs.ai) without the reasonable knowledge or fault of Designs.ai. The copyright and all other rights of the Service shall remain with Designs.ai and its respective suppliers. However, such representation will be deemed inapplicable with regards to the Service which does not carry the corresponding model/property release in relation to the Service which prevents the Service from the intended use.

(b) The Service is made available to You on an "AS IS", "AS AVAILABLE", and "WITH ALL FAULTS". Designs.ai, its employees, directors, and officers, and anyone else associated with Designs.ai disclaims, to the fullest extent permitted by law, any and all warranties, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, or that Your usage of Designs.ai will be uninterrupted, error free of computer viruses or other damaging materials. When You access and use the Service You do so at Your risk. Designs.ai, its employees and officers, and anyone else acting on behalf of Designs.ai also disclaims any and all common-law duties, including without limitation duties of reasonable care and workmanlike effort. Designs.ai, its employees, directors, and officers, and anyone acting on behalf of Designs.ai make no representation or warranty as to Your right to use any individual's name, likeness, and/or image appearing in the Service without first obtaining appropriate rights from such individual.

(i) You understand and acknowledge that neither Designs.ai, its employees, directors, and officers, nor anyone acting on behalf of the Site has made any representation or warranty that Your use of the Service will not infringe or violate the trademark rights of any third party, or constitute a false designation of origin or any other form of unfair competition, and

(ii) You understand that You should seek competent counsel before using the Service on or in connection with any goods or services or for any other commercial purposes.

3. LICENSEE REPRESENTATION

You represent and warrant that:

(a) You are at least of the legal age of Your country of residence and have the right to enter into this Agreement.

(b) You will not use the Service in any way that is not permitted by this Agreement.

(c) Your use of the Service will not violate any applicable law or regulation of any country, state or other governmental entity.

(d) Information You provide to Designs.ai is accurate and true, including, without limitation, all payment and billing information.

(e) Except as otherwise stated in this Agreement, any account(s) opened or maintained by You on the Site will only be accessed and used by You for the purposes and on terms stipulated in this Agreement.

4. GRANT OF LICENSE

Subject to the terms and conditions herein, Designs.ai grants You a non-exclusive, worldwide, non-transferable license to use, the AI Chat, AI Writer, the Imagemaker, the Logomaker, the Videomaker, the Designmaker , the Speechmaker, the Graphicmaker, its Design Resources (as defined in Clause 6(a) below) and such other software as a service tool which may be introduced from time to time by Designs.ai (collectively known as the “Service”). For the avoidance of doubt, this Agreement shall only be applicable to the related type of Service only. For example, if You have only purchased to use the Logomaker then this Agreement shall only cover the Logomaker.

5. USER ACCOUNT ONLY

(a) This Agreement allows the creation and registration of a single user account and multi-seat account. You may not disclose to  anyone else to use Your username or password. For the avoidance of doubt, the Basic plan is a single-seat license authorising one (1) natural person to access and use the account.

(b) In the event, if You wish to purchase or subscribe to a multi-seat account You shall be governed by the Appendix C of which its details are more particularly described.

6. THE SERVICE

(a) In the course of Your utilization of the Service to design and to create a genuine end-product or end derivative work that has been reproduced or created by or on behalf of You (“End Product”), We may show You different designs and/or designs concepts (consisting of certain photos, stills, video, images, audio, symbols, colors, fonts and other elements which may also arise during Your use of the Service (“Design Resources”). However, You shall have no right to license or to use any of the Design Resources until and when all necessary payment has been made for the commencement of this Agreement, if any. Such Design Resources shall not be allowed to be used in isolation.

(b) During Your use of the Service, You may also use the purchased End Product outside of Designs.ai, (“Third Party End Product”). Prior to creating and using any Third Party End Product, We recommend You, to perform the necessary due diligence to determine that the use of the Third Party End Product is free of any adverse claims and is not subject to any third party rights

(c) You shall abide by all copyright notices, trademark rules, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sub-license, rent, lend, assign, gift, sell or otherwise transfer or distribute for any purposes whatsoever any portion of the Design Resources not owned by You: (i) without the express prior written consent of Designs.ai and its respective owners or (ii) in any way that violates any third party right. You acknowledge that some fonts and symbols used during Your use of the Service might have been licensed from a third party provider. 

7. USE OF END PRODUCT

(a) During the course of Your use of the Service, You agree not to create an End Product that: -

(i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You or to any other person;

(ii) may create a risk of any other loss or damage to any person or property;

(iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

(iv) may constitute or contribute to a crime or tort;

(v) contains any information or content that Designs.ai shall deem to be unlawful, pornographic, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, hostile, violent, or that which provokes violence or hostility, profane, or otherwise objectionable;

(vi) contains any information which discriminates against others based on race, religion, sex, sexual orientation, age, disability, ancestry or national origin;

(vii) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets);

(viii) use the End Product with an image of a person or a third-party brand that is offensive in nature or for endorsement purposes.;

(ix) contains any information or content that You do not have a right to make available under any law or under contractual or fiduciary relationships; or

(x) contains any information or content that You know is not correct and current.

(b) You promise that, with respect to any user content You upload via the Service, You have the right to upload such user content, and such user content, or its use by the Service as contemplated by the Agreements, does not violate the Agreements, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of You or Your user content entity or individual without express written consent from such individual or entity

(c) We have no obligation to review or edit user content. In all cases, We reserve the right to remove or disable access to any user content for any or no reason, including but not limited to, user content that, in our sole discretion, violates the Agreements. We may take these actions without prior notification to You or any third party. Removal or disabling of access to user content shall be at Our sole discretion, and We do not promise to remove or disable access to any specific user content.

8. THIRD PARTY RIGHTS

(a) For certain Design Resources, a component of the Design Resources may be sourced from a third party and different license terms may apply to the component, such as someone else’s license or an open source license or creative commons license.

(b) In the event, if You are to use such Design Resources under this Clause 8, You shall in the course of the use of the Service use the Design Resources as follows:-

(i) End Product created via the Service will only be for display solely in a digital form;

(ii) You will not sell, modify, re-use, sell, distribute, display, reproduce or make any other use of the Design Resources;

(iii) Design Resources marked “editorial” or “unreleased” may not be used for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. Such type of Design Resources is not model, or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest; and

(iv) the Design Resources may not be used: -

1. on a stand-alone basis with any other content;

2. for pornographic, defamatory or other unlawful purposes;

3. in electronic templates used to create electronic or printed products;

4. in physical or digital retail products, such as e-cards, calendars, posters, or screensavers;

5. for the purpose of enabling file-sharing of the image file; or

6. in logo, trademarks, service marks or any other branding or identifiers.

(c) You may not activate the “right-click” function in the Design Resources, remove any metadata in Design Resources, or reverse engineer, decompile, or disassemble the Service to enable the download or use the Design Resources on a stand-alone basis.

(d) No ownership or copyrights to the End Product are granted to You.

(e) For some Design Resources, a GNU General Public License (GPL) or another open source license applies. The terms of any open source license will be included with the item (as a .txt file or, in some cases, embedded as part of the item itself). For any parts of the Design Resources subject to the open source license, those open source license terms will apply to the extent that’s determined by the open source license terms and the nature of the Design Resources, and this Agreement shall apply to the rest of the Design Resources.

9. RESTRICTIONS OF USE

(a) During the grant of this Agreement, You shall not:-

(i) license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit any part of the Service, or any Design Resources displayed on the Service; 

(ii) use the Design Resource in its original form for the creation of an End Product authorize any third party (excepting subcontractors as set forth herein) to use the Design Resources separately or detached from an End Product;

(iii) modify or alter any part of the Service;

(iv) access the Service through any technology or means other than the technology provided on the Service, or other authorized means Designs.ai may designate from time to time;

(v) sell access to the Service, or sell advertising, sponsorships or promotions relating to the content on the Service without Designs.ai prior written approval;

(vi) redistribute the Design Resources or the components and the source code of the Service as stock, in a tool or template, or with its respective source files for the creation of a similar service to the Service;

(vii) use the Design Resources in any application allowing an end user to customize a digital or physical product to their specific needs, such as an “on demand”, “made to order” or “build it yourself” application;

(viii) claim trademark, service marks rights or any other branding or identifiers over the Service; and 

(ix) remove any notice in relation to any proprietary right that is embedded in the Service or avoid, bypass, remove or impair any measure that effectively controls access to the Service;

10. UNILATERAL ACTION

(a) You understand and agree that Designs.ai may, in its sole discretion:

(i) monitor Your activity as frequently as Designs.ai, in its sole discretion determines, for any violation of this Agreement;

(ii) limit End Product downloads to a fixed amount of total downloads per twenty-four (24) hour period, per user, as to ensure the best possible service to all Designs.ai subscribers;

(iii) track any abuse of Your username and password in connection with the Site or in connection with this Agreement; and

(iv) terminate Your account immediately, without notice, if We find what We believe to be any violation of this Agreement. If Your account is terminated for any violation of this Agreement. You shall lose all rights to the Service and cease usage of the Service, and forfeit all fees paid.

11. TERMINATION

(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying or deleting copies or archives of the End Product derived from the Service, along with any copies or archives of it or accompanying materials (if applicable) and cease to use the Service for any purpose.

(b)  We can terminate this Agreement without advance notice to You if You fail to comply with any of the terms and conditions of this Agreement. Upon such termination, You must immediately (i) cease using Designs.ai and the Service for any purpose; (ii) destroy or delete copies and archives of the End Product or accompanying materials; and (iii) if requested, confirm to Us in writing that You have complied with all these requirements.

(c) We reserve the right to revoke or amend this Agreement granted to You at any time.

12. INTELLECTUAL PROPERTY RIGHTS

You further agree that You are obtaining only a limited license to use and access the Service expressly set forth above and that no ownership rights are being conveyed to You. Designs.ai shall retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Service, all related and underlying technology and documentation. Further, You agree that the Service is offered as an online, hosted solution and that You have no right to obtain a copy of any code underlying the Service.

13. WARRANTY DISCLAIMER

You agree that neither Designs.ai nor their respective affiliates, nor any of their respective officers, directors, employees, owners, agents, representatives, licensors and (sub)licensees (other than You), shall be liable for any general, punitive, special, incidental, indirect or consequential damages or loss of profits or any other damages, costs or losses arising from any use or non-use of the Service even if You have been advised, or advised of the possibility, of such damages.

Furthermore, Designs.ai shall not be liable for any damages, costs or losses arising as a result of modifications or alterations made to the Design Resources and the End Product or the context in which such Design Resource and End Product is used by You.

14. LICENSEE INDEMNITY

Notwithstanding anything to the contrary in this Agreement, You agree to fully defend, indemnify and hold Designs.ai and its officers, directors, employees, owners, agents, representatives, licensors, and anyone else associated with Designs.ai and each of their successors, (sub)licensees (other than You), and assignees free and harmless from any and all claims (including, without limitation, third party claims), liabilities, costs, losses, damages, or expenses, including reasonable attorneys' fees and expenses, arising in connection with Your use of the Service and the Site or any breach or alleged breach of any representation, warranty, or other promise / obligation made by You in this Agreement.

15. DESIGNS.AI INDEMNITY

Provided that You have not breached and subject to the terms and conditions of this Agreement, Designs.ai agrees to defend, indemnify, and hold You harmless under the respective licenses as purchased by You as more particularly described under the respective Appendices hereinbelow. Such indemnification shall only apply to claims for damages directly attributable to Designs.ai's breach of the warranties and representations in this Agreement, together with the expenses (including reasonable attorneys' fees), arising out of or directly connected to any valid, actual or threatened third party lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of the Service by You pursuant to this Agreement violates Designs.ai warranties and representations contained herein. For clarity the indemnity under this Clause 15 shall not cover items pertaining to the loss of revenue, loss of profit, loss of goodwill, loss of customers, damage to reputation, loss in connection with any other contract, loss of data, indirect, consequential or special loss, damage or expense.

This indemnification is on the condition that You give Designs.ai:

(a) no later than five (5) business days written notice from the date You know or reasonably should have known of the claim or threatened claim, where such notification must include all details of the claim then known to You and emailed to info@designs.ai, Attention: General Counsel;

(b) full information, assistance, and cooperation for the defense or settlement thereof; and

(c) at Designs.ai option, sole control of any defense, settlement or action related thereto.

Designs.ai shall not be responsible for any claim settled without Designs.ai consent or any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.

16. ASSIGNMENT

The parties are independent contractors and no employment, agency, or joint venture is created hereunder. This Agreement, and any rights and licenses granted hereunder may not be transferred or assigned by You but may be assigned by Designs.ai without restriction.

17. NO THIRD-PARTY RIGHTS

Any person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or shall form part of a class of persons so named, referred to or identified, in this Agreement) shall have no right whatsoever to enforce this Agreement or any of its terms.

18. SERVICE LIMITATION AND RESTRICTIONS

We will make reasonable efforts to keep Designs.ai operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, We reserve the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of Designs.ai, with or without notice, all without liability to You, except where prohibited by law, for any interruption, modification, or discontinuation of Designs.ai or any function or feature thereof. Notwithstanding the foregoing, You understand, agree, and accept that We have no obligation to maintain, support, upgrade, or update Designs.ai, or to provide all or any specific content through Designs.ai. This section will be enforced to the extent permissible by applicable law. We may, from time to time, remove any of the Service without notice to the extent permitted by applicable law.

19. GOVERNING LAW AND DISPUTE RESOLUTION

(a) This Agreement shall be governed by the laws of Singapore, without regard to the conflict of laws principles.

(b) All disputes arising out of or in connection with the performance of this Agreement 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 that the dispute shall be settled by arbitration in Singapore under the Singapore International Arbitration Centre (“SIAC”) administered SIAC Arbitration Rules in force when the notice of arbitration is submitted in accordance with these Rules. The number of the arbitrator shall be one (1). The language of the arbitration shall be English. The arbitral award shall be final and binding upon both parties.

(c) You acknowledge and agree that any breach of any covenant, representations, and warranties contained in this Agreement would cause irreparable injury to Designs.ai 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 any 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.

20. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between You and Designs.ai regarding its subject matter and supersedes any previous written or oral agreement between You and Designs.ai. Should any provision of this Agreement be held to be void or invalid, that fact will not affect any other provision, and the remainder of this Agreement 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 Agreement will not be deemed a waiver of future enforcement of that or any other provision.

21. LANGUAGE

This Agreement is written in English with a reference translation in another language (if necessary). In the event, of any conflict in interpreting or construing the Agreements, the English version shall prevail. 

22. ELECTRONIC COMMUNICATIONS

You agree that the communications between You and Designs.ai use electronic means. For contractual purposes, You (a) consent to receive communications from Designs.ai in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Designs.ai provides to You electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect Your non-waivable rights.

APPENDIX A: STANDARD LICENSE

Additional Terms and Conditions

In addition to this Agreement between You and Designs.ai, You hereby agree to the following additional terms and conditions. All capitalized terms contained herein shall have the same meaning as defined in this Agreement

1. Standard Permitted Uses: You may access and use the Service via the Site for the following uses:

2. Comping: Comping shall mean high resolution watermarked or unwatermarked Design Resources downloaded from the Site that may be used for the sole purpose of pitching to Your clients or as part of a design mock-up but not as part of any End Product (where applicable within the Service or as part of the Service). 

3. Editorial Use: Design Resources marked “editorial” or “unreleased” may not be used for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose. Such type of Design Resources is not model, or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest. Design Resources used for editorial purposes must display the following copyright notice next to the file: “© Designs.ai”.

 4. Exceptions: Notwithstanding anything provided to the contrary in this Agreement, Clause 15 hereinabove shall not apply to this Standard License. Designs.ai shall not be liable in any manner for your use of the Service under this Standard License.

APPENDIX B: ENTERPRISE LICENSE

 Additional Terms and Conditions

 In addition to this Agreement between You and Designs.ai, You hereby agree to the following additional terms and conditions. All capitalized terms contained herein shall have the same meaning as defined in this Agreement.

 1. Standard Permitted Uses: You may access and use the Service via the Site for the following uses:

2. Comping: Comping shall mean high resolution watermarked or unwatermarked Design Resources downloaded from the Site that may be used for the sole purpose of pitching to Your clients or as part of a design mock-up but not as part of any End Product (where applicable within the Service or as part of the Service). 

3. Liability Cap: Subject to Clause 4 of this Appendix B herein, Designs.ai’s maximum aggregate obligation and liability to You is otherwise limited to the total amount paid by You to Designs.ai in the six (6) months immediately preceding the date on which the claim giving rise to the liability arose or up to the limit of United States Dollar Five Thousand (US$ 5,000.00) only, whichever the lower.

4. Exceptions: Notwithstanding anything provided to the contrary in this Agreement, Clause 15 of this Agreement shall not apply to your use of the AI Writer, AI Face Swap and/or the Imagemaker and the End Product(s) generated via the AI Writer, AI Face Swap and/or the Imagemaker.

5. Editorial Use: Design Resources within the Service marked “Editorial Use Only” may only be used for editorial purposes and may not be used for commercial / advertising / promotional purposes. Design Resources used for editorial purposes must display the following copyright notice next to the file: “© Designs.ai”.

APPENDIX C: MULTI-SEAT LICENSE

 Additional Terms and Conditions

In addition to this Agreement between You and Designs.ai, You hereby agree to the following additional terms and conditions. All capitalized terms contained herein shall have the same meaning as defined in this Agreement. The terms are:-

1.  Designs.ai grants You and the authorized Users (as defined below) a non-exclusive, worldwide, non-transferable license to use the Service according to this Agreement. For the avoidance of doubt, “Users” shall mean the authorized, designated or appointed personnel which are employed within Your organization and/or an independent contractor(s) which may be appointed by You. 
2.  Your multi-seat account may only be accessed by You and/or the authorized Users, the number of the multi-seat account is subject to Your subscription. In order to utilize a multi-seat account, You will be required to either subscribe to Our PRO plan or customize Your enterprise license by contacting us at info@designs.ai. 
3.  Notwithstanding Item 1 above, in the event, if You wish to transfer Your multi-seat account, You may write to info@designs.ai for such request.
4. Liability Cap: Subject to Clause 5 of this Appendix C herein and notwithstanding anything provided to the contrary in this Agreement, Designs.ai’s maximum aggregate obligation and liability to You and the authorised Users is otherwise limited to the total amount paid by You to Designs.ai in the six (6) months immediately preceding the date on which the claim giving rise to the liability arose or up to the limit of United States Dollar Twenty-Five Thousand (US$ 25,000.00) only, whichever the lower
5. Exceptions: Notwithstanding anything provided to the contrary in this Agreement, Clause 15 of this Agreement shall not apply to the use of the AI Writer, AI Face Swap and/or Imagemaker and the End Product(s) generated via the AI Writer, AI Face Swap and/or the Imagemaker.