1. Registration and Access
The Services are provided by Durer using the name and style “Exactly AI” and may also in the Terms be referred to as “We”, “Our”, and “Us”.
By using our Services, You agree to be bound by the Terms which contain provisions applicable to all users of our Services including visitors to our platform Exactly AI. If you choose to register and open an Account to use our Services or if You purchase products from our platfom, You will be asked to check a box confirming that You have read and agree to be bound by the Terms.
Both natural and legal persons (corporations) may register, open an Account and have access to Exactly AI. If you are a natural person You must be (i) at least 18 years old and have full contractual capacity and authority. If You as a natural person use the Services on behalf of a legal person you must have the authority to accept and agree to the Terms. You must provide accurate and complete information to register an Account and You must ensure that this information is kept accurate and up to date at all times.
2. Usage Requirements
(a) You will need to create an Account with Exactly AI in order to use all or part of the Services. Your username and password for that Account are for Your use only and should be kept confidential. You understand that you are responsible for all use (whether authorised or not) of Your username and password.
(b) Subject to compliance with the Terms (from time to time) and all applicable laws and regulations, You may access, and we grant you a non-exclusive revocable right to use, the Services. We own all Intellectual Property Rights and other proprietary rights, title, and interest in and to the Services.
(c) You may not (i) use the Services in a way that infringes, misappropriates or violates any person’s rights; (ii) reverse engineer, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services; (iii) use output from the Services to develop models that compete with Exactly AI; (iv) except as permitted through the API, use any automated or programmatic method to extract data or output from the Services; (v) represent that output from the Services was human-generated when it is not or otherwise violate the Terms; or (vi) buy, sell, or transfer API keys without our prior consent.
(d) Any third party software, services, or other products You use in connection with the Services are subject to their own terms, and we are not responsible for third party products.
3. Content and Intellectual Property Rights
(a) For the purposes of the Terms:
(i) “Author” means the person who creates the Content and the Model.
(ii) “Content” means text, data, information, software, graphics, videos, images, drawings, photographs and other materials that may or shall be used to create a Model, and
(iii) “Intellectual Property Rights” or “IP” means rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation knowhow and trade secrets) and any other intellectual property rights, in which case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and similar or equivalent rights or forms of protection in any part of the world.
(iv) “Model” means a tool or algorithm which is based on a certain data or images set through which it can arrive at a newly created image.
(b) All IP related to the Services provided to You via Exactly AI shall be owned by Durer. Subject to Your compliance with the Terms and all applicable laws and regulations, Durer grants You a limited, personal, non-exclusive, non-transferable license to use. You must retain any copyright and other proprietary notices on any copies You make of any Durer content related to Services. All rights in Exactly AI Services not expressly granted herein are reserved.
(c) You may post, upload or otherwise contribute Content to Exactly AI. For the avoidance of doubt this includes all information, materials and other content that is added, created, uploaded, submitted, distributed or posted to Exactly AI by You.
(d) Where You are the Author of a Model, the Model as well as any Content generated by anyone using your Model shall be owned by You as the Author and You as the Author hereby grant to Durer an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license to (a) use, exploit, commercialise, distribute, reproduce, modify, adapt, publish, translate, and publicly display Your Model and any Content generated by your Model (or any modification thereto), in whole or in part, in any format or medium now known or later developed; and (b) use (and permit others to use) Your Model and any Content generated using your Model in any manner and for any purpose (including, without limitation, to incorporate Your Content or any modification thereto, in whole or in part, into any technology, product, or service).
(e) Where You are not the Author of a Model any Content you generate using a Model belongs to the Author of that Model-You have no IP rights on that Content. You are free to experiment with any Model on our Platform but in the event You wish to use the Content which has been generated by an Author’s Model You should enter into a license agreement with the Author and pay for the use.
(f) You confirm and agree that all Content uploaded by You on Exactly AI shall at all times comply with all applicable laws and regulations and Exactly AI’s Content Rules.
4. Fees and Payments
(a) Exactly AI accepts payments on behalf of the Authors of Models for use of the Content that is generated using their Model and credits the amounts to the account of the Authors.
(b) You will pay all fees charged to your Account (“Fees”) according to the pricing terms fixed from time to time by Durer and which can be viewed on Exactly AI. You must provide complete and accurate billing information and payments shall be made using Stripe, Paypal or any other payment method. All monies payable to You as an Author from Your Account shall likewise be payable monthly using Stripe, Paypal or any other payment method you may advise us to use.
5. Confidentiality, Security and Data Protection
(a) You may be given access to Confidential Information of Exactly AI. You may use Confidential Information only as needed to use the Services as permitted under the Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means non-public information that Exactly AI designates as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other non-public business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Exactly AI and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
(b) You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Exactly AI and provide details of the vulnerability or breach.
(d) You shall comply with all laws and regulations that are applicable to Your use of the Platform and the Services and at all times Your use of the Platform and the Services must be compliant with applicable laws and regulations.
6. Term and Termination
(a) The Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Services and Content. We may terminate these Terms for any reason by providing you at least 30 days’ advance notice. We may terminate the Terms immediately upon notice to you if you materially breach any of the Terms. We may suspend your access to the Services if you do not comply with the Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.
(b) Upon termination, you will stop using the Services and you will promptly return or, if instructed by us, destroy any Confidential Information. The sections of these Terms which by their nature should survive termination or expiration should survive.
7. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) You will defend, indemnify, and hold harmless us, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.
(b) THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
8. Governing Law and Jurisdiction
(a) The Terms shall be governed by and construed in accordance with the laws of England and Wales.
(b) Any claim regarding the Terms or performance thereunder shall be subject to the non-exclusive jurisdiction of the English courts.
(a) The Terms do not create a partnership, joint venture or agency relationship between you and Durer/Exactly AI. Exactly AI/Durer and You are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(b) You may not assign or delegate any rights or obligations under the Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign the Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.
(f) We may amend the Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under the Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
(g) If you do not comply with the Terms, and Exactly AI does not take action right away, this does not mean Exactly AI is giving up any of our rights. If any part of the Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
(h) You acknowledge that if you violate or breach the Terms, it may cause irreparable harm to Exactly AI, and Exactly AI shall have the right to seek injunctive relief against you in addition to any other legal remedies.