Updated: June 20, 2023
These Terms of Service (the “Terms of Service”) govern your use of the family of mobile and internet-based products and services (the “Service”) offered by Perfect365, Inc. (the “Company”, “Perfect365”, “we” or “us”), including but not limited to perfect365.com and the mobile applications, Perfect365, Perfect365 Video, Perfect365 Studio, and Perfect365 SoREAL AI. The Company’s Privacy Policy is also considered part of these Terms of Service and is incorporated by reference into these Terms of Service in its entirety. In the event of a conflict between these Terms of Service and any other terms with respect to the Perfect365 mobile applications, these Terms of Service shall govern.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN THE COMPANY AND YOU WHICH GOVERNS YOUR USE OF THE SERVICE. YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS OF SERVICE AND YOUR REPRESENTATION THAT YOU ARE 16 YEARS OF AGE OR OLDER. IF YOU OBJECT TO ANYTHING IN THESE TERMS OF SERVICE, YOU ARE NOT PERMITTED TO USE THE SERVICE.
ARBITRATION NOTICE: THESE TERMS AND CONDITIONS CONTAIN A BINDING ARBITRATION PROVISION, AND A WAIVER OF CLASS ACTIONS – PLEASE READ THOSE SECTIONS CAREFULLY.
If you are accepting these Terms of Service and using the Service on behalf of a company, organization, or other legal entity, you represent and warrant to the Company that you have full power and authority to do so.
Company provides makeup and beauty Services that connects makeup enthusiasts or consumers (“you” or “Clients”) with technology so you can virtually try on or otherwise engage with makeup, skincare, and beauty looks offered by the Company, its partners, and/or beauty professionals. Users can digitally experiment with the different product tools, colors and styles before applying them onto their photo or video depending on the app offering. The Services may also offer editing capabilities with the option to output your media file to your device or share them through supported social media apps. Additionally, Company services include third-party powered artificial intelligence features (“AI”) to edit, modify, and transform your photo through artificial intelligence-based conceptual artwork.
Access to and Use of the Service
In order to use the Service, we may ask you to create an account with the Company (an “Account”) and select a password and/or provide us with certain personal information, which may include your name, e-mail address, phone number, gender and, in some cases, payment information. This information will be held in accordance with our Privacy Policy.
By creating an Account, you are granted a right to use the Service provided by the Company subject to the restrictions set forth in these Terms of Service and any other restrictions stipulated to you by us in writing. You are responsible for any activity that occurs through your Account and you agree to keep supplying us with accurate, complete, and up-to-date information, particularly your e-mail address.
You also agree not to sell, transfer, license or assign your account, username, or any account rights. With the exception of people or businesses that are expressly authorized to create accounts on behalf of their employers or clients, the Company prohibits the creation of and you agree that you will not create an account for anyone other than yourself. You also represent that all information you provide or provided to the Company upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
We reserve the right to reject an account application, remove incorrect information from a user’s profile, or suspend or terminate the Account of any user who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.
You agree that you will not solicit, collect or use the login credentials of other users. You are responsible for keeping your password secret and secure. You are solely responsible for your conduct and any data, text, files, information, usernames, images, graphics, photos, profiles, audio, and video, clips, links and other content or materials (collectively, “Content”) that you submit, post or display on or via the Service. You agree that you are responsible for all data charges you incur through use of the Service.
Age Limitation
CHILDREN UNDER THE AGE OF SIXTEEN (16) ARE NOT PERMITTED TO USE ANY OF THE SERVICES. YOU ATTEST THAT YOU ARE OVER THE AGE OF SIXTEEN (16), AS THE SERVICES ARE NOT INTENDED FOR CHILDREN UNDER SIXTEEN (16) YEARS OF AGE. IF YOU ARE UNDER THE AGE OF SIXTEEN (16) YEARS OF AGE, THEN YOU MAY NOT USE THE SERVICES AND SHOULD IMMEDIATELY STOP ANY USE OF THE SERVICES.
IF YOU ARE BETWEEN SIXTEEN (16) AND EIGHTEEN (18) YEARS OLD, YOU MUST REVIEW THESE TERMS OF SERVICE WITH YOUR PARENT OR GUARDIAN, HAVE THEM ACCEPT IT ON YOUR BEHALF, AND APPROVE YOUR USE OF THE SERVICE.
Termination of Accounts
The Company reserves the right, in its sole discretion, to terminate your Account if you violate these Terms of Service or for any reason or no reason at any time, with or without notice. We may also suspend your access to the Service and your Account if you (a) have violated the terms of these Terms of Service, or any other agreement you have with the Company, (b) provide any false, incomplete, inaccurate, or misleading information or otherwise engage in fraudulent or illegal conduct, or (c) for any other reason in Company’s sole discretion. You may terminate your use of the Service by terminating your Account at any time.
Termination Effects
If your Account is terminated or suspended for any reason or no reason, you agree: (a) to continue to be bound by these Terms of Service, (b) to immediately stop using the Service, (c) that any licenses granted to you under these Terms of Service shall end, (d) that we reserve the right (but have no obligation) to hide or delete all of your information and account data stored on our servers, and (e) that the Company shall not be liable to you or any third party for termination or suspension of access to the Service or for deletion or hiding of your information or account data. You agree that the Company may retain and use your information and account data as needed to comply with investigations and applicable law. We will not be liable to you for compensation, reimbursement, or damages in connection with your use of the Service, or in connection with any termination or suspension of the Service. The Company is not liable for any losses relating to actions by any user that are deceptive, fraudulent or otherwise invalid as determined in the Company’s sole discretion (“Fraudulent Actions”). By using the Service, you hereby release the Company from any liability arising from Fraudulent Actions. You will also use best efforts to promptly notify the Company of any Fraudulent Actions which may affect the Service. The Company reserves the right, in its sole discretion, to terminate the account of any User that engages in, or enables any other User to engage in Fraudulent Actions.
Limitations and Changes to the Service
We may change, modify, suspend, or discontinue all or any part of the Service at any time, with or without reason. You acknowledge that the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and the Company shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Service. The Company has no obligation to maintain or update the Service or to continue producing or releasing new versions of the Service.
We will make reasonable efforts to keep the Service operational 24 hours a day, 7 days a week, except for: (i) planned downtime; or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
We reserve the right to refuse access to the Service to anyone for any reason at any time. We reserve the right to force forfeiture of any username or profile name for any reason.
Restrictions to the Service
We do our best to keep the Service safe and spam free, but can’t guarantee it. In order to help us do so, and for the protection of other users, You agree not to:
You agree to comply with all laws, rules, and regulations applicable to your use of the Service and your Content and take full responsibility for your activities in connection with the Service.
Company Property
The Service and its content are protected by copyright, trademark, patent, trade secret and other laws concerning intellectual property (“Intellectual Property Rights”) of the Company or third parties. As between you and the Company, the Company owns the Services and all Intellectual Property Rights in and to the Services, including but not limited to the design, artwork, logos, functionality, technology, and documentation incorporated in or related to the Services (collectively, the “Company Property”). The Services are licensed to you in accordance with these Terms of Service and not sold. We reserve all rights not expressly granted in and to the Service and Company Property. You agree not to engage in the use, copying, distribution or modification of any of the Company Property other than as expressly permitted herein, including any use, copying, distribution or modification of Content of third parties obtained through the Service for any commercial purposes. Unauthorized reproduction or distribution of the Service, or any portion of them, may result in suspension of the Services and civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law.
We provide you a limited license and right to use any virtual currency offered or included in the Service. You do not own any virtual currency offered or included in the Service, regardless of whether you “earned” or “purchased” the virtual currency. You are not allowed to sublicense, transfer, trade, sell, or attempt to sell any virtual currency outside of the Service. Any such transactions will not be recognized as legitimate and we reserve the right to terminate or suspend your Account as a result of such a transaction.
It is the Company’s policy not to accept or consider content, information, ideas, suggestions or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, the Company does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. If, despite our policy, you choose to send us content, information, ideas, suggestions, or other materials, you further agree that the Company is free to use any such content, information, ideas, suggestions or other materials, for any purposes whatsoever, including, without limitation, developing and marketing products and services, without any liability or payment of any kind to you.
Your Content
You own any Content that you post or upload on or through the Service. You hereby grant to the Company a non-exclusive, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use reproduce, distribute, prepare derivative works, display, transmit, adapt, modify, edit, publicly display, publish, promote, and exhibit (subject to any privacy settings set by you) your Content in connection with our provision of the Service and our business in accordance with the Company’s Privacy Policy.
In addition, with respect to any Services that uses artificial intelligence technology (e.g., the SoREAL AI app), you grant the Company the right to use your Content with the corresponding trained AI model to improve our artificial intelligence abilities and safety efforts, and to develop and improve our technologies, products, and services. Trained models may be shared with and manually reviewed by our personnel and representatives, including third-party contractors located around the world. You should not use or provide text cues or written directions to the Services that are sensitive or that you do not wish for others to view, including any personal data.
You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms of Service; (ii) the posting and use of your Content on or through the Service does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iii) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Service; and (iv) you have the legal right and capacity to enter into these Terms of Service in your jurisdiction.
You agree that the Company is not responsible for and does not endorse any Content posted within or transmitted through (including sharing, posting, or emailing through) the Service. The Company does not have any obligation to prescreen, monitor, edit, or remove any Content or accounts. If your Content violates these Terms of Service, you may bear legal responsibility for that Content.
We reserve the right to remove any Content from the Service for any reason, without prior notice. Content removed from the Service may continue to be stored by the Company in order to comply with certain legal obligations, but may not be retrievable without a valid court order.
Subject to the terms and conditions of this Terms of Service, the Company will use reasonable efforts to store your Content, if any, in connection with your use of the Service if such storage is a feature provided with the applicable Service. You acknowledge and agree that the Company shall have no responsibility for the loss, deletion, or destruction of any Content, including any stored Content and that the Company is under no obligation to preserve, provide access to or return to you any Content.
Except as otherwise described in the Company’s Privacy Policy, any Content will be non-confidential and non-proprietary and we will not be liable for any use or disclosure of Content. You acknowledge and agree that your relationship with the Company is not a confidential, fiduciary, or other type of special relationship, and that your decision to submit any Content does not place the Company in a position that is any different from the position held by members of the general public, including with regard to your Content. None of your Content will be subject to any obligation of confidence on the part of the Company, and the Company will not be liable for any use or disclosure of any Content you provide.
There may be links to third-party web sites or features in the Service or from communications you receive from the Service. There may also be links to third-party web sites or features in images or comments within the Service. The Service also includes third-party content that we do not control, maintain or endorse. Functionality on the Service may also permit interactions between the Service and a third-party web site or feature, including applications that connect the Service or your profile on the Service with a third-party web site or feature, or that connect your Content with third-party integrated software (e.g., to create AI-generated images or “avatars” on your request).
Third Party Services and Applications
The Service may include a feature that enables you to share Content from the Service or your Content with a third party, which may be publicly posted on that third party’s service or application. Using this functionality typically requires you to login to your account on the third-party service and you do so at your own risk. You may choose, at your sole and absolute discretion and risk, to use such services and applications and connect the Service or your profile on the Service with a third-party service or application. Such third party service or application may interact with, connect to or gather and/or pull information from and to your Service profile. By using such third party service or application, you acknowledge and agree to the following: (i) if you use third party service or application to share information, you are consenting to information about your profile on the Service being shared; (ii) your use of third party service or application may cause personally identifying information to be publicly disclosed and/or associated with you, even if the Company has not itself provided such information; (iii) your use of third party services or applications is at your own option and risk, and you will hold the Company harmless for activity related to such third party services or applications; and (iv) you expressly relieve the Company from any and all liability arising from your use of any third party services or applications.
Stable Diffusion
We use a neural network model Stable Diffusion powered by Stability.ai for the Perfect365 SoReal AI app that allows you to generate personalized SoREAL AI avatars. While we make best efforts to moderate the settings of the Perfect365 SoREAL AI app, it is still possible that you may encounter content that you or others may view as offensive or inappropriate. Please contact us at support@perfect365.com if you find any content to be offensive and/or inappropriate to you, and we will take action to assist in training the algorithm better. However, you acknowledge that your use of the SoReal AI app is at your own risk and that we disclaim any responsibility for the images generated by the Perfect365 SoReal AI app. For any and all important questions about Stable Diffusion, you can visit the Stability.ai website.
Advertising Content
Some of the Services are supported by advertising revenue and may display advertisements and promotions generated by third parties. You hereby agree that the Company may place such advertising and promotions on the Service or on, about, or in conjunction with your Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you. You acknowledge that we may not always identify paid services, sponsored content or commercial communications as such. You also acknowledge that we are not responsible for the content of any advertisements displayed to you or in conjunction with your Content.
Disclaimer
You hereby acknowledge and agree that the Company does not control third-party services, features, technology, or any of their content. You further acknowledge and agree that the Company is in no way responsible or liable for any such third-party services or features, including those services and features described above. YOUR CORRESPONDENCE, INTERACTIONS, AND DEALINGS WITH THIRD PARTIES SERVICES OR FEATURES MADE AVAILABLE OR DISPLAYED THROUGH THE SERVICE ARE AT YOUR OWN RISK AND ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.
We may offer or include opportunities for you to earn or use virtual currency in connection with the Service. If you choose to earn or use virtual currency in the Service, you agree that: (i) you are using virtual currency at your own risk, on an as-is and where-is basis; (ii) the Company does not make any representations or warranties about the monetary value or usability of such virtual currency outside the Service; (iii) the Company may discontinue its use of virtual currency within the Service at any time for any reason; (iv) the Company may refuse to compensate or reimburse you for any virtual currency previously earned or purchased if lost, if your account is terminated as provided in Section 2 above, or if your account becomes inactive as provided in this Section 6; (v) Perfect365 is not responsible for any virtual currency purchased, earned, acquired, sold, transferred, or in any way used outside of the Service, including directly through any virtual currency provider’s applications, websites, or links; and (vi) earned virtual currency in your account may expire and/or be forfeited if your account becomes inactive (i.e., if you do not open the Perfect365 application and save a photo or video at least once within a thirty (30) day period). While there may be links in the Service, or from communications you receive from the Service, to third-party websites or features offering or including virtual currency, these opportunities are from third-parties and not the Company and it is your responsibility to carefully review each opportunity.
Rewards programs within the Services in which you may earn KIN cryptocurrency (“Earn Rewards”) are subject to transaction fees. These fees are charged by us for providing you with the ability to earn KIN and for processing the payment of such rewards to you. Unless otherwise stated, 1 KIN will be deducted from each Earn Rewards you earn. You hereby agree to pay all such transaction fees and authorize our deduction of such transaction fees from any rewards you may earn. We may amend the terms of these transaction fees at any time with or without notice to you.
We reserve the right, in our sole discretion, to change these Terms of Service (“Updated Terms”) from time to time. You agree that we may notify you of the Updated Terms by posting them on the Service, and that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms of Service and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Service from that point forward. These Terms of Service will govern any disputes arising before the effective date of the Updated Terms.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. YOU ARE FULLY AND SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND YOU AGREE THAT IT IS SOLELY YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS IN ALL ACTIONS AND INTERACTIONS WITH PROFESSIONALS AND IN THE RECEIPT OF STYLING SERVICES. COMPANY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICE. THE COMPANY IS UNDER NO OBLIGATION TO, AND DOES NOT ROUTINELY, SCREEN ITS USERS, INQUIRE INTO THE BACKGROUND OF ITS USERS OR ATTEMPT TO VERIFY INFORMATION PROVIDED BY ANY USER. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS. WE DISCLAIM ALL LIABILITY, REGARDLESS OF THE FORM OF ACTION, FOR THE ACTS OR OMISSIONS OF OTHER PARTICIPANTS OR USERS.
THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND PARTNERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
THE COMPANY MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED, OR (IV) THAT THE SERVICE OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES ARE NOT INTENDED FOR ANY USE IN WHICH THE FAILURE THEREOF COULD LEAD TO DEATH, PERSONAL INJURY, OR ENVIRONMENTAL DAMAGE.
THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE QUALITY, SUITABILITY, RELIABILITY, TIMING, DURABILITY, LEGALITY, OR ANY OTHER ASPECT OF STYLING SERVICES OFFERED OR PROVIDED BY PROFESSIONALS OR REQUESTED BY CLIENTS THROUGH USE OF THE SERVICE WHETHER IN PUBLIC, PRIVATE, OR OFFLINE INTERACTIONS OR ABOUT THE ACCREDITATION, REGISTRATION OR LICENSE OF ANY PROFESSIONAL.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND PARTNERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR BODILY INJURY OR EMOTIONAL DISTRESS AND DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) STYLING SERVICES FACILITATED BY THE SERVICE OR ANY INTERACTIONS BETWEEN USERS, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT THAT IS SEXUAL OR OTHERWISE, ACTS OF PHYSICAL VIOLENCE, AND DESTRUCTION OF PERSONAL PROPERTY) OR ANY DISPUTE WITH ANY USER; (III) SERVICES, FEATURES, STATEMENTS, OR CONDUCT BY OR OF ANY THIRD PARTY ON THE SERVICE; (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF THE SERVICE OR YOUR DATA OR TRANSMISSIONS; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.
THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS RELATED TO OR ARISING FROM USE OF THE SERVICE. BECAUSE THE COMPANY IS NOT INVOLVED IN THE ACTUAL INTERACTIONS BETWEEN PROFESSIONALS AND CLIENTS OR IN THE PROVISION OF ANY STYLING SERVICE, YOU HEREBY RELEASE AND FOREVER DISCHARGE THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, WHETHER KNOWN OR UNKNOWN, CONTINGENT OR LIQUIDATED, ARISING FROM OR RELATED TO ANY DISPUTE OR INTERACTIONS WITH ANY OTHER USER, WHETHER ONLINE OR IN PERSON, WHETHER RELATED TO THE PROVISION OF STYLING SERVICES OR OTHERWISE.
You agree to defend, indemnify and hold harmless the Company and its affiliates, officers, directors, employees, agents, and partners from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses (including but not limited to attorney’s fees) arising from or relating to: (i) your Content; (ii) your use of and access to the Service; (iii) Styling Services facilitated by the Service or any interaction between You and another User; (iv) your violation of any term of these Terms of Service; (v) your violation of any rights of a third party, including without limitation any copyright, intellectual property, or privacy right; or (vi) any third-party claims or damages relating to death, personal injury or emotional distress arising from or related to use of the Service. You acknowledge and agree that we do not control, endorse, or take responsibility for any of your Content, third party content, third party services available on, linked to, or used by our Services, including, without limitation, Stable Diffusion. These defense and indemnification obligations will survive the termination of these Terms of Service and your use of the Service.
Informal Negotiations
To expedite resolution and the cost of any dispute, controversy or claim related to these Terms of Service (“Dispute”), You and the Company agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your email address you have provided to the Company. The Company’s address for such notices is legal@perfect365.com.
Binding Arbitration; Waiver of Class Actions
IF YOU AND THE COMPANY ARE UNABLE TO RESOLVE A DISPUTE THROUGH INFORMAL NEGOTIATIONS, YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:
Agreement to Arbitrate. You and the Company hereby agree to resolve any claims relating to these Terms or the Services through final and binding arbitration by a single arbitrator, except as set forth under “Exceptions to Agreement to Arbitrate” below. This includes disputes arising out of or relating to interpretation or application of this “Binding Arbitration; Waiver of Class Actions” section, including its enforceability, revocability, or validity.
Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate within 30 days of first accessing the Services by contacting us at legal@perfect365.com.
Arbitration Procedures and Fees. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in San Mateo, California or any other location you and the Company agree to. The AAA rules will govern payment of all arbitration fees.
Exceptions to Agreement to Arbitrate. Either you or the Company may assert claims, if they qualify, in small claims court in San Mateo, California. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Services, confidential information, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights), without first engaging in arbitration or the informal dispute-resolution process described above. If the agreement to arbitrate is found not to apply to you or your claim, you agree to the exclusive jurisdiction of the state and federal courts in San Mateo, California to resolve your claim.
NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If this specific paragraph is held unenforceable, then the entirety of this “Binding Arbitration; Waiver of Class Actions” section will be deemed void.
Our collection of data and information via the Service from you and others is subject to our Privacy Policy which is available at Privacy Policy | Perfect365 and is incorporated herein (the “Privacy Policy”). You understand that through your use of the Service that you consent to the collection and use (as set forth in the Privacy Policy) of such data and information.
We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
Entire Agreement / Severability
This Terms of Service constitutes the entire agreement between you and the Company regarding the Service and governs your use of the Service superseding any prior agreements between you and the Company. If any part of this Terms of Service is held invalid or unenforceable, that portion will be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions will remain in full force and effect.
Assignment
No terms of this Terms of Service, nor any right, obligation, or remedy hereunder is assignable, transferable, delegable, or sublicensable by you except with the Company’s prior written consent, and any attempted assignment, transfer, delegation, or sublicense shall be null and void. Company may assign, transfer, or delegate this Terms of Service or any right or obligation or remedy hereunder in its sole discretion.
Waiver
Our failure to assert a right or provision under this agreement will not constitute a waiver of such right or provision.
Governing Law
These Terms of Service will be interpreted in accordance with the laws of the State of California and the United States of America, without regard to their conflict-of-law provisions.
Notice
All notices under this Terms of Service shall be in writing and shall be deemed to have been duly given if transmitted by confirmed email. All notices shall be sent to the following email address: legal@perfect365.com.
Territorial Restrictions
The information provided within the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject the Company to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Service or any portion of the Service, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that the Company provides.
Software and technologies related to or made available by the Service (“Software”) may be subject to United States export controls. Thus, no Software from the Service may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading any Software related to the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.