Terms of Service

These AI Terms of Use (this "Agreement") are a binding contract between you or the entity you represent ("Customer," "you," or "your") and Editpal ("Provider," "we," or "us"). This Agreement governs your access to and use of the Services. The services provided under this Agreement are intended for a variety of uses, including but not limited to business or commercial purposes.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "Continue" BUTTON OR ANY SIMILAR ACCEPTANCE MECHANISM TO ESTABLISH ACCESS AND USE THE SERVICES FOR THE FIRST TIME (the "Effective Date"). BY CLICKING ON THE "Continue" BUTTON OR ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND IF ENTERING INTO THIS AGREEMENT FOR AN ENTITY, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ENTITY; AND (C) ACCEPT THIS AGREEMENT ON YOUR BEHALF OR ON BEHALF OF THE ENTITY YOU REPRESENT IF YOU ARE ENTERING INTO THIS AGREEMENT FOR AN ENTITY AND AGREE THAT YOU OR SUCH ENTITY, AS APPLICABLE, ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

"Aggregated Statistics" has the meaning set out in Section 2(c).

"Authorized User" means Customer and Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

"Service Suspension" has the meaning set out in Section 2(e).

"AI Customer Input" means information, data, materials, text, prompts, images, video, audio, works, code, or other content that is input, entered, posted, uploaded, submitted, transferred, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Services.

"AI Customer Output" means information, data, materials, text, images, video, audio, code, works, or other content generated by or otherwise output from the Services in response to an AI Customer Input.

"AI Technology" means any and all machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), neural networks, and other artificial intelligence tools or methodologies, all software implementations of any of the foregoing, and related hardware or equipment capable of generating various types of content (including text, images, video, audio, or computer code) based on user-supplied prompts.

"AUP" has the meaning set out in Section 3(a).

"Confidential Information" has the meaning set out in Section 5.

"Customer Data" means AI Customer Input and AI Customer Output. Customer Data does not include Aggregated Statistics.

"Privacy Policy" has the meaning set out in Section 6.

"Feedback" has the meaning set out in Section 7(c).

"Fees" has the meaning set out in Section 4.

"Personal Information" means information that: (a) identifies or can be used to identify an individual (including, without limitation, names, signatures, addresses, telephone numbers, email addresses, and other unique identifiers); or (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, user identification and account access credentials or passwords, financial account numbers, credit report information, biometric, health, or medical data, answers to security questions, an individual's internet activity or similar interaction history, and other personal characteristics and identifiers. Customer's business contact information is not by itself deemed to be Personal Information.

"Process" means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other improvements or derivative works, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy. "Processing" and "Processed" have correlative meanings.

"Provider IP" means the Services, the Documentation, and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Provider IP includes Aggregated Statistics and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but does not include Customer Data. Provider IP includes all modifications, enhancements, refinements, adaptations, customizations, improvements, and derivative works of the Services.

"Services" means the AI-powered image editing services and related functionalities provided by Provider under this Agreement that are detailed on Provider's website available at https://editpal.im.

"Third-Party Products" means any products, technology, content, data, services, information, websites, or other materials that are owned by third parties and are included in, incorporated into, or accessible through the Services, including any third-party AI Technology.

"Training Data" means any and all information, data, materials, text, prompts, images, code, and other content that is used by or on behalf of Provider to train, validate, test, retrain, or improve any AI Technology incorporated into or used with, in connection with, or in support of, the Services.

2. Access and Use

(a) Provision of Access. Subject to the terms and conditions of this Agreement, Provider hereby grants you a non-exclusive, non-transferable right to access and use the Services during the Term, solely for your internal business operations by Authorized Users under these terms and conditions. Provider shall provide you the necessary passwords and access credentials to allow you access to the Services.

(b) Use Restrictions. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any Authorized Users to:(i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, or duplicate the Services, reproduce Training Data, engage in model extraction, or otherwise attempt to derive or gain access to any source code, algorithm, model, model weights and parameters, or other underlying AI Technology or component of the Services, in whole or in part; (iv) access or use the Services or any AI Customer Output to develop, train, or improve any other AI Technology; (v) use web scraping, web harvesting, web data extraction or any other method to extract data from the Services or any AI Customer Output; (vi) remove any proprietary notices from the Services or Documentation; (vii) use the Services to create or generate AI Customer Output, or use AI Customer Output in a manner, that you know or should know infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule; or (viii) submit, enter, post, or otherwise transmit or Process any Personal Information through the Services.

(c) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Provider may monitor Customer's use of the Services and collect and compile data and information related to Customer's use of the Services to be used by Provider in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between Provider and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Provider. You agree that Provider may use and make publicly available Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify Customer or Customer's Confidential Information.

(d) Reservation of Rights. Provider reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Provider IP or Third-Party Products.

(e) Suspension. Notwithstanding anything to the contrary in this Agreement, Provider may temporarily suspend Customer's and any other Authorized User's access to any portion or all of the Services if: i. Provider reasonably determines that: A. there is a threat or attack on any of the Provider IP; B. Customer's or any other Authorized User's use of the Provider IP disrupts or poses a security risk to the Provider IP, to Provider, or to any other customer or vendor of Provider; C. Customer or any other Authorized User is using the Provider IP for fraudulent or illegal activities; D. subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; E. Provider's provision of the Services to Customer or any other Authorized User is prohibited by applicable law; F. Customer is using the Services in material violation of Section 2(b) or the AUP; ii. any vendor of Provider has suspended or terminated Provider's access to or use of any third-party services or products required to enable Customer to access and use the Services; any such suspension described in subclause (i) or (ii), a "Service Suspension").

Provider shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. Provider shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Services Suspension is cured. Provider will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any other Authorized User may incur as a result of a Service Suspension.

3. Customer Responsibilities

(a) Acceptable Use Policy (AUP) and Prohibited Uses. You shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://editpal.im from time to time. You agree not to use the Services for any unlawful, fraudulent, or harmful purpose. Specifically, you shall not, and shall not permit any Authorized User to:

• Violate any applicable local, state, national, or international laws or regulations.
• Infringe upon or violate our intellectual property rights or the intellectual property rights of others. This includes uploading images for which you do not hold the necessary rights or licenses.
• Generate or disseminate images that are deceptive, harmful, promote illegal acts, or contain hate speech.
• Distribute, upload, or transmit any worms, viruses, malicious software, or any other code of a destructive or malicious nature.
• Harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability.
• Upload, create, or generate any adult content, age-restricted material, sexually-oriented or pornographic content, or any material of a lewd and lascivious nature.
• Engage in any other activity that disrupts, interferes with, or otherwise harms the Services or its users.

(b) Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether that access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement's provisions as applicable to such Authorized User's use of the Services and shall cause Authorized Users to comply with such provisions.

(c) Use of AI Customer Output. You are solely responsible for (i) evaluating (including by human review) AI Customer Output for accuracy, appropriateness, and other factors relevant to your use before using, distributing, or relying on the AI Customer Output and (ii) your decisions, actions, and omissions in reliance or based on the AI Customer Output.

(d) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You shall not sell or transfer them to any other person or entity. You shall promptly notify us about any unauthorized access to your passwords or access credentials.

(e) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, these Third-Party Products are subject to their own terms and conditions. If you decide to use any Third-Party Products, you do so at your own risk.

4. Fees and Payment

A. Purchases If you wish to purchase any products or services offered through our Service ("Purchase"), you may be required to provide certain information related to your purchase, including your credit card number, credit card expiration date, and billing address. You represent and warrant that you have the legal right to use any credit card or other payment method for any purchase, and that the information you provide to us is true, accurate, and complete. We may use third-party services to assist in processing payments and completing purchases. By submitting your information, you grant us the right to provide such information to these third parties in accordance with our Privacy Policy. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to product or service availability, errors in the description or price of the product or service, errors in your order, or other reasons. We also reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.

B. Contests, Sweepstakes, and Promotions We may from time to time offer contests, sweepstakes, or other promotional activities (collectively, "Promotions") through our Service. These Promotions may have separate rules that are different from these Terms. If you choose to participate in any Promotion, please review the applicable rules as well as our Privacy Policy. If the rules of a Promotion conflict with these Terms, the rules of the Promotion shall prevail.

C. Subscriptions Editpal offers certain parts of our Service on a subscription basis ("Subscription(s)"). You will be billed in advance on a periodic basis ("Billing Cycle"), which may be monthly or annually, depending on the type of subscription plan you select. At the end of each Billing Cycle, your Subscription will automatically renew under the same conditions, unless you cancel it or Editpal cancels it. You can cancel your Subscription renewal through your online account management page or by contacting Editpal's customer support team. A valid payment method is required to process your Subscription payment. You must provide Editpal with accurate and complete billing information. By submitting such payment information, you authorize Editpal to charge all Subscription fees incurred through your account to any such payment instruments.

D. Free Trials Editpal may, at its sole discretion, offer a Subscription with a free trial for a limited period ("Free Trial"). If you enter your billing information when signing up for a Free Trial, you will not be charged until the Free Trial has expired. On the last day of the Free Trial period, unless you cancel your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

E. Fee Changes Editpal, in its sole discretion and at any time, may modify the Subscription fees. Any Subscription fee change will become effective at the end of the then-current Billing Cycle. Editpal will provide you with reasonable prior notice of any change in Subscription fees. Your continued use of the Service after the Subscription fee change comes into effect constitutes your agreement to pay the modified Subscription fee amount.

F. Refunds Based on the characteristics of virtual products in subscription services and the cost of data processing, paid Subscription fees are non-refundable, except as required by law. Whether it is due to the user's personal reasons (including but not limited to early termination of the subscription, failure to actually use the service, change of requirements, etc.) or other circumstances not caused by platform technical failures, the paid Subscription fees will not be refunded.

5. Confidential Information

From time to time during the Term, Provider and Customer may disclose or make available to the other party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"). Without limiting the foregoing, Provider IP is Provider's Confidential Information and Customer Data is Customer's Confidential Information. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party. The receiving party shall not disclose the disclosing party's Confidential Information to any person or entity, except to the receiving party's employees, agents, or subcontractors who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party's rights under this Agreement, including to make required court filings. Each party's obligations of non-disclosure regarding Confidential Information are effective as of the date the Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, for any Confidential Information that constitutes a trade secret (as determined under applicable law), those obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as the Confidential Information remains subject to trade secret protection under applicable law.

6. Privacy Policy

Provider complies with its privacy policy, available at https://editpal.im/privacy ("Privacy Policy"), in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

7. Intellectual Property Ownership; Feedback

(a) Provider IP. Customer acknowledges that, as between Customer and Provider, subject to Section 7(b), Provider owns all right, title, and interest, including all intellectual property rights, in and to the Provider IP and, for Third-Party Products, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Products. Provider hereby grants you a non-exclusive, royalty-free, perpetual, worldwide license to reproduce, distribute, and otherwise use and display the Provider IP and Third-Party Products solely to the extent incorporated into and necessary for you to use and otherwise exploit the AI Customer Output solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein.

(b) Customer Data. Provider acknowledges that, as between Provider and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data, except as set out in Section 7(a) with respect to Provider IP and Third-Party Products incorporated into AI Customer Output and subject to the license granted herein. Customer hereby grants to Provider a non-exclusive, royalty-free, worldwide license to (i) reproduce, distribute, and otherwise use and display the Customer Data and Process the Customer Data as may be necessary for Provider to provide the Services to Customer and (ii) use, modify, and adapt AI Customer Input and AI Customer Output to develop, adapt, modify, enhance, or improve the Services. Notwithstanding anything in this Agreement to the contrary, unless prohibited by applicable law, we may delete Customer Data at any time if we determine that Customer Data violates the terms of this Agreement or that deletion is necessary to comply with applicable law.

(c) Feedback. If you or any other Authorized User sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use that Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign to us, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever.

8. Limitation of Liability

IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; AND (IV) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9. Changes to Terms

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms.

10. Contact Us

If you have any questions about these Terms, please contact us at hello@editpal.im.