TERMS OF SERVICE

Version Effective Date: April 12, 2024

Thank you for using the Depix platform (the “Services”). These Terms of Service (the “Agreement”) explain your rights regarding images and other assets generated with the Service or prompts entered into the Service (the “Assets”), your use of the Services, and other essential topics like arbitration. Please read it carefully. Our privacy policy outlines how we handle your data here.

This Agreement is entered into by Depix Technologies, Inc. and the entity or person agreeing to these terms (the "Customer," “You,” or “Your”) and governs the Customer's access to and use of the Services.

This Agreement is effective when the Customer is presented with it and proceeds to use the Services (the "Effective Date") or to receive or distribute Assets. These terms may be updated and presented again to the Customer from time to time. Continued use of the Services constitutes acceptance of the updated terms. If you disagree with this Agreement, please stop using the Services.

Other documents referenced here, including the Subscription Plans page and the Community Guidelines below, may also govern the customer's use of the services.

1. Service Availability and Quality

We are constantly improving the Services. The Services are subject to modification and change, including but not limited to the art style of Assets, the algorithms used to generate the Assets, and features available to the Customer. No guarantees are made concerning the Services’ quality, stability, uptime, or reliability. Please do not create dependencies on any Services or Assets attributes. We will not be liable to You or Your downstream customers for any harm caused by Your dependency on the Service.

Both the Services and the Assets are provided to Customer on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Assets and assuming any risks associated with using the Services.

Depix reserves the right to suspend or ban Your access to the Services at any time and for any reason. You may not use the Services to develop or offer competitive products or services. You may not reverse engineer the Services or the Assets. You may not use automated tools to access, interact with, or generate Assets through the Services. You may not resell or redistribute the Services or access to the Service. Only one user may use the Services per registered account. Each user of the Services may only have one account.

You may not use the Service to try to violate the intellectual property rights of others, including copyright, patent, or trademark rights. Doing so may subject you to penalties, including legal action or a permanent ban from the Service.

We reserve the right to investigate complaints or reported violations of our Terms of Service and to take any action we deem appropriate, including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses, and traffic information.

2. Age Requirements

By accessing the Services, you confirm that you are at least 13 years old and meet the minimum age of digital consent in your country. If you are old enough to access the Services in your country but not old enough to have the authority to consent to our terms, your parent or guardian must agree to our terms on your behalf.

Please ask your parent or guardian to read these terms with You. If you are a parent or legal guardian and allow your teenager to use the Services, then these terms also apply to you, and you are responsible for your teenager’s activity on the Services.

Depix tries to make its Services PG-13 and family-friendly, but the Assets are generated by an artificial intelligence system based on user queries. This is a new technology, and it does not always work as expected. No guarantees are made as to the suitability of the Assets for the Customer.

3. Your Information

Using the Services, you may provide Depix with personal information such as your email address, user name, billing information, favorites, image outputs; text prompts that you enter, or sample images you upload to the Service. Our privacy policy can be found here.

4. Content Rights

Your Rights

You own all Assets You create with the Services to the fullest extent possible under applicable law. There are some exceptions:

  • Your ownership is subject to any obligations imposed by this Agreement and the rights of any third parties.

  • If you upscale the images of others, these images remain owned by the original creators.

Please consult your lawyer if you want more information about your jurisdiction's current state of intellectual property law. Your ownership of the Assets you created persists even if, in subsequent months, You downgrade or cancel Your membership.

Rights You Give to Depix 

By using the Services, You grant to Depix, its successors, and assigns a perpetual, worldwide, non-exclusive, sublicensable, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute text and image prompts. You input into the Services and any Assets produced by You through the Service. This license survives termination of this Agreement by any party for any reason.

Remixing and Stealth Mode

Please note: Depix is an open community that allows others to use and remix your image whenever posted in a public setting. By default, Your images are publically viewable and remixable. As described below, You grant Depix a license to allow this.

Please be aware that any image you make in a shared or open space, such as a Discord chatroom, can be viewed by anyone in that chatroom, regardless of whether Stealth mode is engaged.

5. DMCA and Takedowns Policy

Notification Procedures

We respect the intellectual property rights of others. If you believe that material located on or linked to by the Services violates your copyright or trademark, please send a notice of claimed infringement to takedown@Depix .com with the subject “Takedown Request” and include the following:

  1. Your physical or electronic signature.

  2. Identify the copyrighted work (or mark) you believe to have been infringed or, if the claim involves multiple works, a representative list of such works.

  3. Identify the material you believe to be infringing sufficiently precisely and detailedly to allow us to locate that material.

  4. We need adequate information to contact you (including your name, postal address, telephone number, and, if available, email address).

  5. A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.

  6. A statement that the information in the written notice is accurate.

  7. A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

  8. If the copyright owner’s rights arise under the laws of a country other than the United States, please identify the country.

You may also send notices containing the above-required information to the following Address:

Depix Technologies, Inc.

Attn: Takedowns Department

780 Brewster Av RC-016

Montreal, QC H4C 2K1

info@depix.ai

Upon receipt of a notice that complies with the foregoing, we reserve the right to remove or disable access to the accused material or disable any links to the material; notify the party accused of infringement that we have removed or disabled access to the identified material; and terminate access to and use of the Services for any user who engages in repeated acts of infringement.

Please be aware that if you knowingly misrepresent that material or activity on the Services infringes your copyright, you may be liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

Counter-Notification Procedures

Suppose you believe that material was removed or access to it was disabled by mistake or misidentification. In that case, you may file a counter-notification with us by submitting a written notification to our copyright agent designated above. Such notification must include substantially the following:

  1. Your physical or electronic signature.

  2. An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.

  3. We need adequate information to contact you (including your name, postal address, telephone number, and, if available, email address).

  4. A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled due to a mistake or misidentification of the material to be removed or disabled.

  5. A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Services may be found) and that you will accept service from the person (or an agent of that person) who provided us with the complaint at issue.

  6. Our designated agent to receive counter-notices is the same as the above agent.

  7. The DMCA allows us to restore the removed content within 10-14 business days unless the complaining party initiates a court action against you during that period and notifies us.

  8. Please be aware that if you knowingly misrepresent that material or activity on the Services was removed or disabled by mistake or misidentified, you may be liable for damages (including costs and attorney’s fees) under Section 512(f) of the DMCA.

6. Dispute Resolution and Governing Law

If a dispute, controversy, or claim arises from or relating to these Terms (“Dispute”), the Dispute will be resolved by binding arbitration rather than in court. The parties will first try in good faith to settle any Dispute within 30 days after the Dispute arises. Suppose the Dispute is not resolved within 30 days. In that case, it shall be resolved by arbitration by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement ("Rules"). The parties will mutually select one arbitrator. The arbitration will be conducted in English in Santa Clara County, California, USA. Either party may apply to any competent court for injunctive relief necessary to protect its rights pending arbitration resolution. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement. The arbitral award will be final and binding on the parties. Its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.
Each party will bear its lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.

7. Community Guidelines

  1. Be kind and respect each other and the staff. Do not create images or use text prompts that are inherently disrespectful, aggressive, hateful, or otherwise abusive. Violence or harassment of any kind will not be tolerated.

  2. No adult content or gore. Please avoid making visually shocking or disturbing content. We will block some text inputs automatically.

  3. Respect others’ creations. Do not distribute or publicly repost the creations of others without their permission.

  4. You may not use the Services to generate images for political campaigns or try to influence an election's outcome.

  5. You may not use the Services or the Assets to attempt to deceive or defraud anyone.

  6. You may not use the Services for illegal activity, nor may you upload images to our servers that involve illegal activity or where the uploading itself may be illegal.

  7. You may not intentionally mislead recipients of the Assets about their nature or source.

  8. Respect others’ rights. Do not upload others’ private information.

  9. Be careful about sharing. It’s OK to share Your creations outside of the Depix community but please consider how others might view Your content.

  10. Banhammer. Violations of these rules may result in bans from our services. We are not a democracy. Behave respectfully or you may lose your rights to use the Service.

8. Limitation of Liability and Indemnity

We provide the service as is and make no promises or guarantees about it. You understand and agree that we will not be liable to You or any third party for any loss of profits, use, goodwill, or data, or any incidental, indirect, special, consequential, or exemplary damages. However, they arise. You are responsible for Your use of the service. If You harm someone else or get into a dispute with someone else, we will not be involved.

To the extent permitted by law, you will indemnify and hold us harmless, our affiliates, and our personnel from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third-party claims arising out of or relating to your use of the services and Assets or any violation of these Terms.

9. Miscellaneous

  1. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

  2. No Agency. This Agreement creates no agency, partnership, or joint venture.

  3. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest will remain in effect.

  4. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

  5. Survival. The sections and obligations in this Agreement that a reasonable person would expect to survive will be the IP and privacy stuff.

  6. Governing Law. These Terms shall be governed by laws of the Province of Quebec, Canada, without reference to conflict of law rules. All disputes will be governed by the arbitration agreement above.