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TERMS OF SERVICE

Xhibit Terms of Use

 

  1. Introduction

 

Welcome to Xhibit, a service provided by Xhibit AI, Inc. ("Xhibit AI", "we" "our", or "us"). 

 

These Terms of Use govern your use of our mobile and desktop apps (our "Apps"), the website located at https://www.xhibit.ai/ , our various services (“Services”), and any related sites, widgets, tools, data, software, players, APIs and other services provided by Xhibit AI (collectively, the "Platform").

 

These Terms of Use, together with our Community Guidelines, Privacy Policy, and any other terms specifically referred to in any of those documents, all of which are incorporated by reference into these Terms of Use, constitute a legally binding contract between the user ("you”, “your”) and Xhibit AI in relation to your use of the Platform.

 

Acceptance of Terms of Use

 

Please read these Terms of Use carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use, and all other terms and policies incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform. 

 

Changes to Terms of Use

 

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. 

 

Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you. 

 

Age and Eligibility Requirements

 

By using the Platform, you affirm that you are 18 years or older to enter into these Terms of Service. If you do not meet this requirement, you must not access or use the Platform.

 

  1. Description of the Platform

 

The Platform is an AI style and self-discovery service. Registered users of the Platform may submit, upload and post lookbooks, photos, pictures, graphics, and other content, data or information (collectively, "User Content"), which may then be used by the Platform to generate images or other works at a user’s direction (“User Looks”). The User Content and User Looks will be stored by Xhibit AI at the direction of its registered users and may be shared and distributed by such registered users both in and off the Platform using the tools and features provided as part of the Platform’s functions and as made available on the Platform. The User Content and User Looks may also be shared and distributed by parties who are not registered users of the Platform using the same tools, features and functions. 

 

The Platform also includes social and interactive features that enable users to engage with others, including publicly accessible areas of the Platform to view and share User Content uploaded and made available by registered users. For example, users who upload lookbooks to Xhibit AI will have the opportunity to be featured on our Discover Tab. User Content and other information may be viewed and shared by nonregistered users as well.

 

Some features of the Platform are only available to registered users who subscribe to a certain Service for additional fees. See Paid Subscription Terms below.  

 

We may, from time to time, release new tools and resources, release new versions of our Apps, or introduce other services and/or features for the Platform. Any new services and features will be subject to these Terms of Use as well as any additional terms and conditions that we may release for those specific services or features.

 

We reserve the right to withdraw or amend the Platform, and any Service, information or other content we provide on the Platform, in our sole discretion without notice, and whether in its entirety or with respect to individual territories only. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Platform or the entire Platform. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Xhibit AI shall use reasonable efforts to notify users of such decision in advance.

 

  1. Your Use of the Platform

 

Creating an Account

 

You must register to use the Platform. Access to the Apps and certain Services is only available to registered users. When you register to use the Platform, you must provide us with an email address and choose a username and password for your account. You must ensure that the email address that you provide is, and remains, valid. Your email address and any other information you chose to provide about yourself, including but not limited to through use of any interactive features on the Platform, will be treated in accordance with our Privacy Policy.

As part of your registration for the Platform, you may be asked to enroll with a third-party service called Privy, which will allow us to extend our Service offerings to work with the blockchain. You must separately review and accept Privy’s Terms of Service and Privacy Policy before using the Platform.

 

You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your account, whether or not such activity was authorized by you. If your username or password is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you should immediately change your password and may notify Xhibit AI.

 

In order to engage with other users of the Platform, we enable you to create and personalize a public profile on the Platform, for which you must provide us with the information you want to display on such profile.

 

In an effort to help you navigate and discover content on our Platform, we may provide recommendations for registered users and their User Content. These recommendations are curated by the Xhibit AI team. If you no longer wish to see such content from Xhibit AI in your stream, you may unfollow Xhibit AI.

 

We reserve the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend or terminate your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Use or our Community Guidelines, or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.

 

You may terminate your account at any time.

 

Xhibit AI may access your user account and User Content for the purpose of operating the Platform, enforcing these Terms of Use including Xhibit AI’s Community Guidelines, and complying with Xhibit AI’s legal obligations.

 

Your Right to Use the Platform

 

Subject to your strict compliance with these Terms of Use and our Community Guidelines at any and all times during your use of the Platform, Xhibit AI grants all registered users of the Platform a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to:

  1. submit, upload or post Content to and keep such Content available on the Platform strictly as permitted in accordance with these Terms of Use and any other applicable terms posted on the Platform from time to time;

  2. participate in the community areas and communicate with other members of the Xhibit AI community strictly in accordance with these Terms of Use and our Community Guidelines; and

  3. use the Platform strictly as permitted in accordance with these Terms of Use and any other terms applicable to the Platform.

The above licenses are conditional upon your strict compliance with these Terms of Use and our Community Guidelines at any and all times during your use of the Platform, including, without limitation, the following:

  1. You must not use your User Looks or Content submitted, uploaded or posted by other users in any way that is designed to create a separate content service or that replicates any part of the Platform offering.

  2. You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any part of the Platform.

  3. You must not employ any techniques or make use of any services, automated or otherwise, designed to misrepresent the popularity of your profile, your Content,  your User Looks, or the Content and User Looks of other users on the Platform, or to misrepresent your or other users’ activity on the Platform, including without limitation by the use of bots, botnets, scripts, apps, plugins, extensions or other automated means to register accounts, log in, add followers to your or other users account, follow or unfollow other users, or otherwise to act on your behalf, particularly where such activity occurs in a multiple or repetitive fashion. You must not offer, sell or promote the availability of any such techniques or services to any other users of the Platform.

  4. You must not alter or remove, or attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Platform or any Content appearing on the Platform.

  5. You must not, and must not permit any third party to, copy or adapt the object code of Xhibit AI’s website or any of the Apps or Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Platform, or circumvent or attempt to circumvent or copy any copy protection mechanism or territorial restrictions or access any rights management information pertaining to the Platform or Content of other users.

  6. You must not use the Platform to upload, post, store, transmit, display, copy, distribute, promote, make available, continue to make available or otherwise communicate to the public:

    • any Content that (a) breaches our Community Guidelines; (b) includes hate speech on the grounds of race, ethnicity, cultural identity, religious belief, disability, gender, identity or sexual orientation; or (c) includes terrorist or extremist content, violence, abuse, self-harm or harassment, child sexual abuse or grooming material;

    • any information, Content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, personal rights, confidential information or any other right; or

    • any Content that violates, breaches or is contrary to any law, rule, regulation, court order or is otherwise is illegal or unlawful in Xhibit AI’s reasonable opinion;

    • any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which would or might overburden, impair or disrupt the Platform or servers or networks forming part of, or connected to, the Platform, or which does or might restrict or inhibit any other user's use and enjoyment of the Platform; or

    • any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

  7. You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.

  8. You must not rent, sell or lease access to the Platform, or any Content on the Platform, although this shall not prevent you from including links from your Content to any legitimate online download store from where any item of your Content may be purchased.

  9. You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company, or sending messages or making comments using the name of another person or using the output of generative artificial intelligence to impersonate voices or likenesses without authorization.

  10. You must not stalk, exploit, threaten, abuse or otherwise harass another user, or any Xhibit AI employee.

  11. You must not use or attempt to use another person's account, password, or other information, unless you have express permission from that other person.

  12. You must not sell or transfer, or offer to sell or transfer, any Xhibit AI account to any third party without the prior written approval of Xhibit AI.

  13. You must not collect or attempt to collect personal data, or any other kind of information about other users, including without limitation, through spidering or any form of scraping.

  14. You must not violate, circumvent or attempt to violate or circumvent any data security measures employed by Xhibit AI or any user of the Platform; access or attempt to access data or materials which are not intended for your use; log into, or attempt to log into, a server or account which you are not authorized to access; attempt to scan or test the vulnerability of Xhibit AI’s servers, system or network or attempt to breach Xhibit AI’s data security or authentication procedures; attempt to interfere with the Website or the Services by any means including, without limitation, hacking Xhibit AI’s servers or systems, submitting a virus, overloading, mail-bombing or crashing. Without limitation to any other rights or remedies of Xhibit AI under these Terms of Use, Xhibit AI reserves the right to investigate any situation that appears to involve any of the above, and may report such matters to, and cooperate with, appropriate law enforcement authorities in prosecuting any users who have participated in any such violations.

You agree to comply with the above conditions at any and all times during your use of the Platform, and acknowledge and agree that Xhibit AI has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.

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Content of Others and Infringement

 

You must not upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any User Content to which you do not hold the necessary rights. In particular, any unauthorized use of copyright protected works within your User Content, independent of whether it is or becomes unauthorized at a later point, may constitute an infringement of third-party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Platform and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.

 

Not all unauthorized uses of copyright protected works constitute an infringement. Exceptions to copyright exist under all legal systems and may be relied upon by users when using the Platform. In the EU, the following non-exhaustive list of exceptions are notably available to users: quotation, criticism, review, use for the purpose of caricature, parody or pastiche.

 

Artificial Intelligence

 

The Platform creates content, including User Looks, that has been manipulated and generated by artificial intelligence. SUCH CONTENT IS FOR ENTERTAINMENT PURPOSES ONLY. It may contain errors, inaccuracies, or biases. Xhibit AI expressly disclaims any and all liability for damages, losses or harm of any kind whatsoever resulting from the use or reliance on any artificial intelligence generated information or content on the Platform.

 

You explicitly agree that your User Content may be used to inform, train, develop or serve as input to artificial intelligence or machine intelligence technologies or services as part of and for providing the Platform and Services. Xhibit AI will not use your User Content or other information you provide for any purpose other than to provide the Platform to you or to comply with applicable laws and regulations without your consent.

 

The Platform utilizes certain technologies and artificial intelligence models provided and/or processed by third parties. Please see the Third-Party Website and Services section of these Terms of Use for more information.

 

Paid Subscription Terms

 

If you purchase a paid subscription directly through the Platform, we will use your payment details and any other information in accordance with our Privacy Policy.

 

You can find descriptions of our paid subscriptions and their features on the Platform, and we will explain which options are available to you when you create an account on the Platform. Subject to these Terms of Service, users who purchase a paid subscription may access it for their own personal use from the moment they submit their payment details successfully to Xhibit AI, or applicable third party, and complete the checkout process.

 

Paid subscriptions continue indefinitely until cancelled. You will be billed on a recurring basis on the first day of each billing period and you will pay and you authorize Xhibit AI (or the applicable third party, if you sign up through a third party) to charge your payment method the then-current subscription fee.

 

You may cancel your Paid Subscription at any time by logging into your account and following the prompts. Unless otherwise indicated, cancellation will take effect from the end of the billing period in which you cancel.

 

We may terminate or suspend your paid subscription, in whole or in part, at any time if we believe you have breached any of these Terms of Service, if we stop providing the Platform or any material component thereof, or as we believe necessary to comply with applicable law; or upon reasonable notice to you for any other reason. After such time, we will not be obligated to maintain or permit any further access to such paid subscription. 

 

We reserve the right to modify the features and content we provide as part of our paid subscriptions from time to time and for any reason.

 

From time to time, we may also offer special promotional plans, content or memberships, including offerings of third-party products or services in conjunction with or through the Platform. We are not responsible for the products or services provided by such third parties.

 

Termination

 

Once your account on the Platform has been terminated, whether voluntarily by you or due to suspension by us in accordance with these Terms of Use, any and all User Content residing in your account, or pertaining to activity from your account (for example, data relating to the distribution or consumption of your User Content), will be irretrievably deleted by Xhibt AI, except to the extent that we are obliged or permitted to retain such content, data or information for a certain period of time in accordance with applicable laws and regulations and/or to protect our legitimate business interests. You are advised to save or back up any material that you have uploaded to your account before terminating your account, as Xhibit AI assumes no liability for any material that is irretrievably deleted following any termination of your account. 

 

If you access the Platform via any of our Apps, deleting that app from your device(s) will not delete your account. If you wish to delete your account, you will need to do so from the settings within the App.

 

No Liability for User Content

 

Xhibit AI stores User Content at the direction, request and with the authorization of its users as a passive conduit and/or host for the uploading, storage and distribution of such content. Xhibit AI does not have knowledge of, or control over, your User Content. You are fully responsible for all of the User Content that you upload, post or distribute to, on or through the Platform, and to the extent permissible by law, Xhibit AI excludes all liability with respect to all content (including your User Content) and the activities of its users with respect thereto.

 

Xhibit AI does not review the content uploaded by its users, and neither Xhibit AI nor its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders assume any duty to monitor the Platform. Notwithstanding, Xhibit AI reserves the right to moderate content under these Terms of Service and our Community Guidelines.

 

To the fullest extent permitted by law, Xhibit AI and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and shareholders hereby exclude any and all liability which may arise from any User Content or other information uploaded to the Platform by users, including, but not limited to, any claims for infringement of intellectual property rights, rights of privacy or publicity rights, any claims relating to publication of abusive, defamatory, or obscene material, or any claims relating to the completeness, accuracy, currency or reliability of any information provided by users of the Platform. By using the Platform, you irrevocably waive the right to assert any claim with respect to any of the foregoing against Xhibit AI or any of its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers or shareholders.

 

Export Control and Sanctions

 

Certain Services on the Platform may be subject to trade control laws, including the export control and economic sanctions laws of the United States, the European Union, the United Kingdom and other jurisdictions, including but not limited to the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), the International Traffic in Arms Regulations maintained by the U.S. Department of State, Regulation 2021/821 as amended (EU Dual-Use Regulation), the UK Export Control Act 2002 and the UK Export Control Order 2008 (collectively, "Trade Control Laws"). You represent and warrant that you are: (1) not located in, organized under the laws of, or ordinarily resident in any country or territory subject to territorial sanctions ("Sanctioned Country"), nor are you owned by or acting on behalf of a government subject to asset-blocking sanctions or any person or entity organized, located or ordinarily resident in a Sanctioned Country; and (2) not a person identified on, or more than 50% owned or controlled, directly or indirectly, by or acting on behalf or at the direction of any entity identified on, U.S., E.U., U.K., or other applicable government restricted party lists, such as the Specially Designated Nationals List maintained by OFAC, the Consolidated list of persons, groups and entities subject to EU financial sanctions, or the UK Consolidated List.

 

You agree to comply with all applicable Trade Control Laws in your use of the Platform. Specifically, you agree not to, directly or indirectly, use, sell, supply, export, reexport, transfer, divert, release, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Xhibit AI under these Terms to any destination, entity, or person or for any end use prohibited by applicable Trade Controls Laws. Xhibit AI shall not be required to act in any way that is prohibited under applicable Trade Control Laws, and it shall be in the sole discretion of Xhibit AI to refrain from being directly or indirectly involved in the provision of products or services that may be prohibited under applicable Trade Control Laws.

 

  1. Intellectual Property Rights

 

User Content and License

 

You will retain ownership of the User Content you submit, upload and post to the Platform, provided you shall comply with our Community Guidelines regarding the use of works created or owned by others. You will also own your User Looks. You grant to Xhibit AI a worldwide, non-exclusive, irrevocable, royalty free, fully paid, sublicensable, transferrable license to reproduce, display, perform, distribute and adapt your Content and User Looks. 

 

By uploading your User Content to the Platform, you also grant a limited, worldwide, non-exclusive, royalty-free, fully paid up license to other users of the Platform, and to operators and users of any other websites, apps and/or platforms to which your User Content has been shared or embedded using the Services ("Linked Services"), to use, copy, repost, distribute, publicly display, publicly perform, adapt, prepare derivative works of, compile, make available and otherwise communicate to the public, your User Content utilizing the features of the Platform from time to time, and within the parameters set by you using the Services. The licenses granted in this section are granted separately with respect to each item of your User Content that you upload to the Platform. 

 

You can limit and restrict the availability of certain of your User Content by other users of the Platform, and to users of Linked Services, at any time by changing the permissions in your user account for the information you upload, subject to the provisions of the Disclaimer of Warranties section below. However, removing or restricting User Content at a later time will not result in the deletion of Users Looks by others that were already created from such User Content, nor will the license granted above be terminated.

 

Trademarks

 

A trademark (“Mark”) is a word, slogan, symbol or design (e.g., brand name, logo) that distinguishes the products or services offered by one person, group, or company from another. Generally, trademark law seeks to prevent confusion among consumers about who provides or is affiliated with a product or service.

 

Notwithstanding the foregoing licenses regarding User Content, nothing in these Terms of Use grants any rights to Xhibit AI or any other user of the Platform with respect to any Mark uploaded by you as part of your User Content, other than the right to reproduce, publicly display, make available and otherwise communicate to the public those Marks, automatically and without alteration, as part of the act of creating User Looks featuring those Marks.

 

Xhibit AI’s Proprietary Rights

 

Notwithstanding the forgoing, the Platform and its design, features and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Xhibit AI, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. 

 

Subject to your strict compliance with these Terms of Use and our Community Guidelines at any and all times during your use of the Platform, Xhibit AI grants you a limited, personal, non-exclusive, revocable, non-assignable and non-transferable right and license to use the Platform in order to view Content uploaded and posted to the Platform, and to share and download lookbooks and images. 

 

If you copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of these Terms of Use, your right to use the Platform will stop immediately. Except as otherwise provided in these Terms of Use, all rights not expressly granted are reserved by Xhibit AI. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

 

We may, from time to time, invite or provide you with means to provide feedback regarding the Platform, and in such circumstances, any feedback you provide will be deemed non-confidential and Xhibit AI shall have the right, but not the obligation, to use such feedback on an unrestricted basis.

 

Reporting Infringements

 

Copyright Infringement

 

If you discover any content on the Platform that you believe infringes your copyright, please report this to us by contacting contact@xhibit.ai. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

 

  • Your physical or electronic signature.

  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works.

  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

  • 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.

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

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

 

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

 

Please only report infringement of your own copyright, or the copyright of someone you are authorized to represent. If you believe that someone else’s copyright is being infringed, please tell them and direct them to these Terms of Use.

 

If you believe that material you posted on the Platform was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a "Counter Notice") by submitting written notification to contact@xhibit.ai:

 

  • Your physical or electronic signature.

  • 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. 

  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).

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

  • 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 Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.

 

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

 

Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. If you make groundless or malicious reports of copyright infringement, you risk having your account suspended or terminated. 

 

Trademark Infringement

 

If you are a trademark holder, or their agent, and you believe content available on the Platform infringes your trademark rights, please contact us at contact@xhibit.ai. We may pass your name and email address to the allegedly infringing party, and retain your information as long as required for legal purposes. Xhibit AI also has a policy to terminate, in appropriate circumstances, the accounts of repeat infringers.

 

Other Violations and How We Handle Claims

 

If you discover User Content or other content or activity on the Platform that otherwise violates these Terms of Use, our Community Guidelines, or applicable law, please report this to us by contacting contact@xhibit.ai. 

 

When we receive a claim, we'll evaluate it and take appropriate action, which may include removing the reported User Content or other information, or disabling access in a specific state or country. We may communicate with the claimant and the user who provided the content regarding the action(s) we take, if we choose to not take action, or if we need further information to assess the claim.

 

Any content that infringes on another's copyright or trademark may be removed. Xhibit AI also has a repeat infringer policy, meaning that a user or creator responsible for multiple violations may have their account terminated. If content is reinstated following an appeal or because a rights holder is retracting a claim, our repeat infringer policy will reflect that accordingly.

 

If you believe your User Content or account has been mistakenly removed or terminated, or if you would like to request another review of Xhibit AI’s decision on your claim, you may have an opportunity to submit an appeal. Instructions concerning how to appeal are contained in the email correspondence we will send you regarding the claim.

 

In addition to reports from users and rightsholders, we may leverage a combination of automated and manual signals, including blockchain technology, to detect and remove content that may infringe on another’s intellectual property. We are continuously evolving our efforts to protect the intellectual property of creators.

 

  1. Representations and Warranties

 

You hereby represent and warrant to Xhibit AI as follows: 

 

  1. Your User Content, and each and every part thereof, is an original work by you, or you have obtained all rights, licenses, consents and permissions necessary in order to use at any and all times during any applicable use, and (if and where relevant) to authorize Xhibit AI to use, your User Content pursuant to these Terms of Use, including, without limitation, the right to upload, reproduce, store, transmit, distribute, share, publicly display, publicly perform, make available and otherwise communicate to the public your User Content, and each and every part thereof, on, through or via the Platform, any and all Services and any Linked Services.

 

  1. Your User Content and the availability thereof on the Platform does not and will not infringe or violate the rights of any third party, including, without limitation, any intellectual property rights, performers’ rights, rights of privacy or publicity, or rights in confidential information.

 

  1. You have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in your User Content in order to include their image or likeness in your User Content and to publish the same on the Platform and via any Linked Services.

 

  1. Your User Content, including any comments that you may post on the Platform, will comply with all the requirements set out in the section Your Use of the Platform above, and will not contain any content prohibited by these Terms of Use.

 

  1. Your User Content does not and will not create any liability on the part of Xhibt AI, its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and/or shareholders. Xhibit AI reserves the right to remove your User Content, suspend or terminate your access to the Platform and/or pursue all legal remedies if we believe that any of your User Content breaches any of the foregoing representations or warranties, or otherwise infringes another person's rights or violates any law, rule or regulation.

 

  1. Third-Party Websites and Services

 

The Platform may provide you with access to, or utilize certain functionalities provided by, third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, Linked Services (collectively, "External Services").

 

Xhibit AI does not have or maintain any control over External Services, and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, Xhibit AI does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.

 

External Services may have their own terms of use and/or privacy policy, and may have different practices and requirements to those operated by Xhibit AI with respect to the Platform. You are solely responsible for reviewing any terms of use, privacy policy or other terms governing your use of these External Services, which you use at your own risk. You are advised to make reasonable enquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services.

 

You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.

 

Xhibit AI disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against Xhibit AI with respect to the content or operation of any External Services.

 

  1. Monitoring the Platform

 

Xhibit AI reserves the right to block, remove, delete, limit or restrict access to any content at any time, without liability, including without limitation, if we have reason to believe that such content does or might infringe the rights of any third party, has been uploaded or posted in breach of these Terms of Use, our Community Guidelines, or applicable law, or is otherwise unacceptable to Xhibit AI. If we remove or restrict access to your User Content, where required by law we will notify you and explain the reason for our decision.

 

Users have control over the User Content that they store in their account from time to time and may remove any or all User Content or other content without notice. You have no right of continued access to any particular item of content that is not your own, and Xhibit AI shall have no liability in the event that you are unable to access an item of content due to its removal from the Platform, whether by Xhibit AI or another user.

 

If we receive a valid notification from a third party in accordance with our reporting processes or applicable law that any of your User Content infringes the copyright or other rights of such third party, or if we believe that your behavior violates our Terms of Use, our Community Guidelines, or applicable law, we may take any action we deem appropriate in our sole discretion, including but not limited to suspending or terminating your account. 

 

Repeat Infringers

 

Xhibit AI may suspend or terminate your access to the Platform if we determine, in our reasonable discretion or as requested under applicable law, that you have repeatedly breached these Terms of Use or our Community Guidelines. When considering if you have breached these Terms of Use or our Community Guidelines, and to determine the steps we will take as a result of that behavior such as duration of suspension, we will take into account factors and circumstances such as the nature, number, seriousness and gravity of any such infringements, and all types of content uploaded in breach of our Terms of Use or our Community Guidelines. 

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  1. Disclaimer of Warranties

 

THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE APPS, THE SERVICES, AND ALL CONTENT AND INFORMATION ACCESSED THROUGH OR VIA THE PLAFORM OR OTHERWISE, IS PROVIDED "AS IS", "AS AVAILABLE", AND "WITH ALL FAULTS".

 

TO THE FULLEST EXTENT PROVIDED BY LAW, XHIBIT AI MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE PLATFORM OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. XHIBIT AI DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE PLATFORM OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE PLATFORM OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. XHIBIT AI DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE PLATFORM DESIGNED TO PREVENT UNAUTHORIZED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION.

 

XHIBIT AI AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

 

  1. Limitation of Liability

 

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. 

 

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

 

  1. Indemnification

 

You hereby agree to indemnify, defend and hold harmless Xhibti AI, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:

 

  1. any violation by you of these Terms of Use or our Community Guidelines;

 

  1. any third-party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from the hosting of your User Content on the Platform, and/or your making available thereof to other users of the Platform, and/or the actual use of your User Content by other users of the Platform or Linked Services in accordance with these Terms of Use and the parameters set by you with respect to the distribution and sharing of your User Content; or

 

  1. any activity related to your account, be it by you or by any other person accessing your account with or without your consent unless such activity was caused by the act or default of Xhibit AI.

 

  1. Competitions and Other Promotions

 

From time to time, some Xhibit AI users may promote competitions, promotions, prize draws and other similar opportunities on the Platform ("Third-Party Competitions"). Xhibit AI is not the sponsor or promoter of these Third-Party Competitions, and does not bear any responsibility or liability for the actions or inactions of any third parties who organize, administer or are otherwise involved in any promotion of these Third Party Competitions. If you wish to participate in any of these Third-Party Competitions, it is your responsibility to read the terms and conditions applicable to the relevant Third-Party Competition and to ensure that you understand the rules and any eligibility requirements, and are lawfully able to participate in such Third-Party Competitions in your country of residence.

 

  1. Other Terms

 

Assignment to Third Parties

 

Xhibit AI may assign its rights and (where permissible by law) its obligations under these Terms of Use, in whole or in part, to any third party at any time without notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of Xhibit AI. You may not assign these Terms of Use or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of Xhibit AI.

 

Severability

 

Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.

 

Entire Agreement

 

These Terms of Use, together with the Community Guidelines and Privacy Policy, constitute the entire agreement between you and Xhibit AI with respect to your use of the Platform (other than any use of Xhibit AI APIs which may also be subject to separate terms of use) and supersede any prior agreement between you and Xhibit AI. Any modifications to this Agreement must be made in writing.

 

Third-Party Beneficiaries

 

These Terms of Use are not intended to give rights to anyone except you and Xhibit AI. This does not affect our right to transfer our rights or obligations to a third party.

 

  1. Applicable Law and Jurisdiction 

 

All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Colorado, U.S.A., without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).

 

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Colorado, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

 

  1. Your Comments and Concerns

 

The Platform is operated by Xhibit AI, Inc., a Delaware, U.S.A., corporation.

 

All notices of copyright infringement claims, trademark infringement claims, and other similar claims related to a violation of your intellectual property or other rights should be sent in the manner and by the means set out in the Reporting Infringements section of these Terms of Use. 

 

All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: contact@xhibit.ai.

 

In addition, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at 1-800-952-5210 in order to resolve a complaint regarding the Platform or to receive further information regarding use of the Platform.

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