SUPERIMPOSE AI AI TERMS AND CONDITIONS
Last Updated: September 29, 2023
Welcome to Superimpose AI’s third-party integrated feature “Creation with AI”! Pixel Fry offers the third-party integrated feature on our mobile application Superimpose AI to create and share custom artificial intelligence-based conceptual artwork. You can share Your creations through a variety of channels, including the Services (defined below), social media, SMS, and/or email, and enjoy our how-to guides.
If You are entering into the Contracts on behalf of an entity (such as Your employer), You represent and warrant that You have full authority to bind such entity to the Contracts, and in such cases references to "You" and "Your" means that entity. If You do not have authority to, or do not agree to the Contracts, then You may not use the Services.
As used in this Agreement: (a) “Services” means the App(s) services as well as any related intellectual property (such as Service Content); (b) “Content” means any text, data, information, username, handle name, files, images, Artworks (defined below), graphics, sounds, music, videos, code, audio clips, links, and/or other similar materials; and (c) “Service Content” means any Content (excluding Your account information) appearing or made available on or in the Services. For the avoidance of doubt, any third- party integrated AI-generated Artwork (defined below) is an example of Content.
1. PRELIMINARY MATTERS
1.1. Modification. The Company may, in its exclusive discretion, modify or revise one or more of the Contracts and by continued use of the Services, You agree to be bound to the modified or revised Contracts. If You do not wish to be bound by the updated Contracts, You must stop using the Services.
1.2. Authority to Be Bound. You acknowledge that You are either 18 years of age or older, an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into—and abide by—the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Contracts. However, even if You are not competent to enter into a legal agreement, if You knowingly accept and enjoy the benefits of the Services, then You will be deemed bound to the undertakings in the Contracts.
1.3. Children. You affirm that You are over the age of 13, as the Services are not intended for children under 13. If You are under 13 years of age, then You may NOT use the Services and should immediately stop any use of the Services.
2. USER CONTENT
2.1. User Content. The AI feature is a third-party integrated artificial intelligence-based Artwork (defined below) generation tool. The AI feature is accessible publicly on the App and allows Users to create Content. The Services and App may allow You to comment on or react to Content with text, emotion icons, or otherwise (“User Comment(s)”, referred to collectively with Content as “User Content”).
2.2. Grant of Rights. By sharing User Content on the Services, including by way of entering Text Cues (as defined below) and as may become available, Image Cues (as defined below), You grant the Company and its subsidiaries, affiliates, and partners a worldwide, non-exclusive, fully-paid, royalty-free, irrevocable, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works of and based upon, display, transmit, adapt, edit, modify, publicly display, publish, perform, sell, republish, promote, exhibit, and otherwise use, the User Content, in all media now known or hereafter developed, for any and all purposes, including but not limited to promoting the Services in any media formats and through any media channels, whether now known or existing in the future throughout the world, without the Company seeking further permission from You. In addition, you grant the Company and its subsidiaries, affiliates, and partners as well as its other users with a worldwide, non-exclusive, fully paid, royalty-free, irrevocable, sub-licensable, and transferable license to generate additional images from the Text and Image Cues You created and change such Text and Image Cues.
2.3. Unauthorised Use of Content. When applicable, and in the event that You become aware of a potentially unauthorised or unlicensed use (an “Unauthorised Use”) of Your User Content, You agree to notify the Company in writing (by sending us an email at email@example.com) of such Unauthorised Use before undertaking any action against those purportedly responsible for such Unauthorised Use (“Unauthorised Users”). You hereby grant the Company a right of first refusal (the “Right of First Refusal”) for the exclusive right to undertake any and all legal action against Unauthorised Users in connection with any such Unauthorised Use (“Enforcement Action”). If the Company determines that it will pursue an Enforcement Action, You agree to cooperate with Company in connection with any such action, including being named as a Plaintiff. If the Company notifies You in writing that it elects not to undertake any Enforcement Action, then You may undertake any legal actions that You deem appropriate against Unauthorised Users.
2.4. Content Formats. For the purposes of the Services, and any license and authority granted hereunder to the Company, all User Content includes the expression of such User Content in hard copy, electronic, and other versions, including, but not limited to, masters, audio computer files (including but not limited to .wav; .mpeg; .mp3; .aiff; .aac; .wma); video and animation files (including, .avi.; .mpg; .mp4; .mov; .mpa; . gif; .flc; and .amc); and image files (including but not limited to.gif; .jpeg; .png; and .eps).
2.5. Responsibility for Content. Company offers the AI feature to you for entertainment purposes only and is not responsible for any User Content you generate using Text Cues,Image Cues, or otherwise. You are solely responsible for Your User Content, including (a) User Content created, posted, distributed or otherwise used by You, (b) Your use of the Services, and (c)any consequences of creating, posting, distributing, or otherwise using Your User Content to/by the Services. You affirm, represent, and warrant that You own or have the necessary licenses, rights, consents, and permissions to create, post, distribute, or otherwise use any User Content that You make available via the Services, that Your User Content will not be defamatory, will not misappropriate, infringe, or otherwise violate any rights of any third party (including intellectual property rights or rights of publicity or privacy), and will not violate any applicable law, rule, regulation, or the terms of service of any other platform.
2.6. Third Party Rights. You agree that any User Content that You create, post, distribute, otherwise use via the Services will not contain third party copyrighted, patented, or trademarked material, or material that is subject to other third-party proprietary rights, unless You have written permission from the rightful owner of the material, or You are otherwise legally entitled to upload the material and to grant the Company all of the license rights conveyed in the Contracts. You assume all risk and responsibility for determining whether You may lawfully create, post, distribute, otherwise use Your User Content and We have no obligation to evaluate, screen, or monitor aUser Content that You make available via the Services. By creating, posting, distributing, or otherwise using User Content via the Services, You represent and warrant that You will not be in violation of any agreements or other rights or grants.
3. USE OF THIRD-PARTY INTEGRATED AI FEATURE
3.1. Artworks. The third-party integration AI feature can generate artificial intelligence-based conceptual artworks (“Artworks”) based on terms You enter (“Text Cues”) or, as may be the case in the future, images You upload (“Image Cues”) into the AI generator.
3.2. Use of Artworks. Subject to Your compliance with the Contracts, You may use the Artworks for any legal purpose. Any use, including commercial use, of the Artworks by You is at Your risk, and is subject to and in accordance with the SD License and the Contracts. Company makes no representations or warranties of any kind regarding Your use of the Artworks for any purpose.
3.4. Improving Artificial Intelligence Safety and Technologies. You grant Company all rights to use Your Text Cues to improve our artificial intelligence safety efforts, and to develop and improve our technologies, products, and services. Text Cues may be shared with and manually reviewed by a person (for example, if any User Content is flagged as sensitive), including by third party contractors located around the world. You should not use or provide any Text Cues that are sensitive or that You do not want others to view, including Text Cues that include personal data.
3.5. Ownership of Artworks. To the extent allowed by law, You own Your Text and Image Cues and Artworks, and grant to Superimpose AI all relevant rights and licenses as set forth in Section 2.2. Superimpose AI will not resell Artworks that You have created or assert any copyright in such Artworks against You or any end users, all provided that You comply with the Contracts. If You violate the Contracts (or any one of them), You will lose the right to use the Artworks, but we may provide You written notice and a reasonable opportunity to fix Your violation, unless it was clearly illegal or abusive. You understand and acknowledge that similar or identical Artworks may be created by other people using their own Text or Image Cues, and Your rights are only to the specific Artwork that You have created.
4. USE-BASED RESTRICTIONS.
4.1. The restrictions set forth below are use-based restrictions. You cannot use the third-party integrated AI feature and/or the Derivatives (as such term is defined in the SD License found here: https://huggingface.co/spaces/CompVis/stable-diffusion-license) in any manner that violates or contradicts the purpose of the restricted uses, at Company’s exclusive discretion. You may use the AI feature subject to the SD License incorporated into the Contracts, including only for lawful purposes and in accordance with the SD License and the Contracts. Use may include creating any content with, use of and/or running the AI feature.
You agree not to use the AI feature and/or the Derivatives (as such term is defined in the SD License):
In any way that violates any applicable national, federal, state, local or international law, rule, or regulation;
For the purpose of soliciting, exploiting, harming or attempting to exploit or harm minors in any way;
To generate or disseminate verifiably false information and/or content with the purpose of harming others;
To generate or disseminate personally identifiable information;
To defame, disparage, or otherwise harass others;
For fully automated decision making that adversely impacts an individual’s legal rights or otherwise creates or modifies a binding, enforceable obligation;
For any use intended to or which has the effect of discriminating against or harming individuals or groups based on online or offline social behaviour or known or predicted personal or personality characteristics;
To exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behaviour of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm;
For any use intended to or which has the effect of discriminating against individuals or groups based on legally protected characteristics or categories;
To provide medical advice and medical results interpretation;
To generate or disseminate information for the purpose to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g., by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use).
OPEN-SOURCE SOFTWARE NOTICE
5.1. Open-Source Software Uses. The AI feature is based on the following open-source software: CreativeML Open RAIL-M. This software is governed by the Stable Diffusion License, Dated August 22, 2022 (the “SD License”); You may not use the AI feature except in compliance with the SD License. You may access a copy of the SD License at: https://huggingface.co/spaces/CompVis/stable-diffusion-license. The SD License is hereby incorporated into the Contracts and You agree to be bound by all terms and conditions of the SD License.
5.2. No Warranties. Unless required by applicable law or agreed to in writing, software distributed under the SD License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the SD License for the specific language governing permissions and limitations under the SD License.
6.1. User Conduct. By using the Services, You agree you will abide by the Contracts, and hereby consent and agree to avoid any and all Prohibited Uses (defined in the Terms) as well as expressly agree that Your User Content will not contain any material that is, in the Company’s exclusive and absolute discretion, inappropriate, dangerous, obscene, vulgar, hateful, unlawful, offensive, racist, discriminatory, harassing, or otherwise objectionable (hereinafter, “Prohibited Content”). Posting of any Prohibited Content, in addition to any and all other rights and remedies available to the Company, may result in Account suspension and/or termination, at Company’s exclusive discretion.
6.2. Retention of Rights. Except for the non-exclusive license granted pursuant Contracts, You acknowledge and agree that all ownership, licenses, Intellectual Property and other rights and interests in and to the Services and the Services IP remains solely with the Company. You are not entitled or permitted to use the Services except through the medium of the internet- hosted version deployed by the Company.
6.3. User Discipline. The Company reserves the right, at any time, in its exclusive discretion, to take any action deemed necessary or appropriate with respect to User Content that violates the Contracts, including, without limitation, deletion of such User Content and referral of User to appropriate law enforcement authorities without notice to User.
6.4. Deletion of User Content. The Company is authorised to delete all User Content that You have posted to the Services in its sole discretion at any time and for any reason. The Company has no obligation to notify You or any other users of the deletion of any User Content. The Company will not be liable to You or any third party in any way arising from or related to the deletion of User Content hosted on the Services.
6.5. Right to Interruption. The Company reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, the Services or any feature associated with the Services, with or without notice. User acknowledges and agrees that the AI feature is a third-party integration, and any modifications, interruptions, or temporary or permanent discontinuation is not controlled by nor the responsibility of, the Company.
6.6. Right to Repair. The Company reserves the right to suspend access to the Services, temporarily or permanently, for no reason or any reason (e.g., for operational purposes, including maintenance, repairs, or installation of modifications) at any time and from time to time without notice. Company assumes no liability of any kind for any such temporary or permanent suspension.
SOCIAL MEDIA, LIVE STREAMING, AND DEMONSTRATIONS POLICY
Posting Your User Content to social media is generally permissible, as is live-streaming Your usage or
demonstrating our Services to groups of people. Please adhere to the following obligations:
Manually review all User Content, including each Artwork before sharing or while streaming;
Attribute the content to Your name or Your company;
Indicate that the content is AI-generated in a way no user could reasonably fail to notice
or misunderstand; and
Do not share content that violates the Contracts or that may offend others.
8.1. Fair Use. The Copyright Laws of the United States recognise the “fair use” of copyrighted
content. Section 107 of the U.S. Copyright Act states:
“Notwithstanding the provisions of sections 106 and 106A, the fair use of a copyrighted work, including such use by reproduction in copies or phono records or by any other means specified by that section, for purposes such as criticism, comment, news reporting, teaching (including multiple copies for classroom use), scholarship, or research, is not an infringement of copyright.”
8.2. Use of Copyrighted Material. If You wish to use any copyrighted material from the App(s) (or the Services in general) for purposes of Your own that go beyond fair use, You must obtain express permission from the applicable copyright owner. If You are the owner of any copyrighted material found on the Services and believe the use of any such material does not constitute fair use, please contact us so that We may address those concerns.
8.3. No Company Liability for Infringement. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE COMPANY, THE ADMINISTRATORS OF THE SERVICES, AND/OR THE COMPANY’S REPRESENTATIVES HEREBY DISCLAIM PERSONAL LIABILITY FOR ANY DAMAGES, ACTUAL OR CONSEQUENTIAL, FOR (i) ANY POSTS BY YOU OR ANY THIRD PARTY WHICH MAY VIOLATE ANY LAW, OR (ii) ANY USE OF CONTENT UPLOADED ON THE SERVICES BY A USER WHICH MAY VIOLATE ANY LAW.
8.4. DMCA Notice. If you are a copyright owner and believe that any Content and/or User Content posted on the Services infringes upon Your copyrights, please refer to the Superimpose AI Terms for additional information and guidance.
8.5. Repeat Infringers. Superimpose AI does not tolerate any User that has posted User Content to or through the Apps or the Service and for whom Superimpose AI has received more than two takedown notices compliant with the provisions of 17 U.S.C. § 512 with respect to such User Content (“Repeat Infringers”). Please refer to the Superimpose AI Terms for additional information and guidance regarding how Superimpose AI handles Repeat Infringers.
8.6. Fraud. Any person who knowingly misrepresents that any Content or User Content is infringing or was deleted by mistake or by misidentification may be subject to liability.
9. WARRANTIES AND INDEMNIFICATION
9.1. Disclaimer. We do not control, endorse or take responsibility for any User Content or third party content available on or linked to by our Services.
9.2. No Warranties. THE SERVICES AND APPS ARE PROVIDED TO YOU ON “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE APP OR THE SERVICES, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES (OR LACK THEREOF), (III) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY USER CONTENT OR CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY USER CONTENT OR CONTENT UPLOADED, POSTED, SUBMITTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR SERVICES FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
IN NO EVENT WILL THE COMPANY, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (III) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, (VI) ANY USE OF THIRD PARTY CONTENT FOR WHICH A COURT OF COMPETENT JURISDICTION DETERMINES THAT ANY DEFENCE, INCLUDING WITHOUT LIMITATION, FAIR USE, IS INAPPLICABLE TO ANY CONTENT HOSTED ON THE SERVICES, AND/OR (VII) ANY ERRORS OR OMISSIONS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY APPLIES TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
9.3. No Company Liability for Prohibited User Content. YOU AGREE THAT YOU WILL NOT HOLD THE COMPANY RESPONSIBLE OR LIABLE FOR ANY CONTENT YOU ACCESS THROUGH THE SERVICES AND YOU SPECIFICALLY ACKNOWLEDGE THAT THE COMPANY IS AND WILL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
9.4. Waiver. You understand and acknowledge that You may be exposed to material that is inaccurate, offensive, indecent, unlawful, infringing, or otherwise objectionable, and You agree to waive, and hereby do waive, any legal or equitable rights or remedies You have or may have against the Company with respect thereto.
9.5. Indemnity. You agree to defend, indemnify, and hold harmless the Company, its subsidiaries, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) Your use of and access to the Services; (ii) Your violation of any term of the Contracts; (iii) Your violation of any third party right, including without limitation any Intellectual Property or privacy right; or (iv) any claim that Your User Content caused damage to a third party. This defences and indemnification obligation survives termination or expiration of the Contracts and Your use of the Services and/or App(s).