PLEASE READ THESE TERMS OF SERVICE CAREFULLY, INCLUDING OUR PRIVACY POLICY. YOUR PARTICULAR ATTENTION IS DRAWN TO THE LIMITATION OF LIABILITY CONTAINED IN SECTION 10 BELOW. BESIDES, YOU AGREE TO RESOLVE ANY DISPUTE BETWEEN YOU AND DEEMOS THROUGH ARBITRATION ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION, AS EXPLAINED IN SECTIONS 21 BELOW. IF YOU DO NOT AGREE WITH ALL OF THE TERMS, YOU MAY NOT ACCESS OUR SERVICES IN ANY WAY.
These Terms of Service (these “Terms”) and our Privacy Policy located at [ https:/www.hyper3d.ai/legal/privacy] (“Privacy Policy”), with their amendments, supplements and other modifications from time to time, collectively (the “Agreements”, each or any of them, an “Agreements”) form your agreement with the operator of hyper3d.ai, Deemos Technologies Inc (“Deemos” or the “Company”), a California corporation with its registered address at 2052 Bundy Drive #1054, West Los Angeles, California. Except to the extent you and Deemos have executed a separate agreement, these Agreements exclusively govern your participation in activities, access to and use of hyper3d.ai and any of our associated websites, applications and communities (collectively, the “Sites”), as well as any service rendered on these Sites, including ChatAvatar and Rodin (the “Services”), including but not limited to downloading, uploading, and usage of 3D Model Assets, pbr textures, graphics, photos, text, links, and other content (the “Content”), and constitute a binding legal agreement between you and Deemos.
As used in these Agreements, “you” and “your” refers to you, being the person accessing the Sites or using the Services (also referred to as the “User” or “Users”); “we”, “us”, “our”, “ours” and “ourselves” refer to Deemos; and “party” or “parties” refers to both you and us. The effective date of these Agreements is when you accept those, in accordance with the terms and conditions set out below.
YOU MUST BE AT LEAST 18 YEARS OLD OR THE MINIMUM AGE REQUIRED IN YOUR COUNTRY TO CONSENT TO USE THE SERVICES. IF YOU ARE UNDER 18 OR SUCH MINIMUM AGE YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN'S PERMISSION TO USE THE SERVICES.
By accessing the Sites and using our Services, you covenant that you have carefully read, clearly understood and agreed to stick to the provisions of the Agreements and any update and modification thereto. In case the User refuses the Agreements or objects to any part of the Agreements , the User is prohibited from using the Services. It is the responsibility of you to contact Deemos and clarify potential areas of ambiguity before using the Services. By signing up, subscribing or otherwise using the Services, you enter into a binding contract and consent to the Agreements. You also agree that you are responsible for complying with all Applicable Laws. For the purpose of these Agreements, “Applicable Law” means any law, rule, statute, subordinate legislation, regulation, by-law order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to the Agreements), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority.
Users are allowed to do following things through the Service on the Sites:
Please note that some Services provided through this website may be subject to specific conditions or instructions that must be accepted by the Users prior to the provision of the relevant Service. Deemos or third parties may impose any such specific conditions at their discretion. In the event of a conflict between the specific conditions and the Agreements, the specific conditions shall prevail. Accordingly, Users are required to read and accept the specific conditions before you access to the relevant Services.Deemos or third parties may impose any such specific conditions at their discretion. In the event of a conflict between the specific conditions and the Agreements, the specific conditions shall prevail. Accordingly, Users are required to read and accept the specific conditions before you access to the relevant Services.
You may need to register for an account on the applicable Site (the “Account”) to access to our Services. When you register for an Account, you must provide accurate account information and promptly update this information if it changes. You agree that it is your sole responsibility to maintain the security of your Account and control over any usernames, passwords, or any other codes that you use to access our Services. Access to your Account is limited solely to you, and you accept all risks of unauthorized access to your Account. You will not sell, rent, lease, or grant access to your Account to any person without our prior written permission. You agree to immediately notify us if you discover or otherwise suspect any security breaches related to the Services, your Account, otherwise you may be held liable to any actions of your Account. You must not permit others to use your Account credentials. You are responsible for the activities of any users that occur in connection with your Account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. You understand and agree that, in case of any dispute regarding the Account, we may try to verify your ownership to an Account based on the information provided by you to us and other information we have in connection with such Account. However, we do not represent or warrant the authenticity or accuracy of any such verification. We will take reasonable steps to handle your request in connection with any reported security breaches. However, you acknowledge and agree that, we, our affiliates or third party service providers shall not be responsible and liable for any claims or damages that may arise as a result of such security breaches.
Your registration data and certain other information about you are governed by our Privacy Policy. You may also close your account by contacting us.
Please note that any Credits obtained by gift made by us for free will expire at the end of the subscription period, we charge less for such gifted Credits under Subscription Plans in exchange for longer commitment. In contrast, the Credits purchased by Users will retain their validity until they are used. For Users who value flexibility the most, we recommend you purchase Credits directly. Please note that Users are required to pay for at least a two-month Subscription Plan in one lump sum.
Please note that upon payment, the Subscription Plan chosen by you cannot be canceled or downgraded within the corresponding subscription period. You may choose to upgrade your Subscription Plan to a higher level at any time during the subscription period. Upon upgrading, the billing period will be reset and commence from the date of the upgrade. The price payable for the upgraded Subscription Plan will be the difference between (i) the total Subscription Price of the upgraded Subscription Plan for the new full billing period and (ii) the per day Subscription Price of your current plan multiplied by the number of days remaining under the current Subscription Plan. Upon upgrading (where "upgrading" refers to an increase in credits), the number of credits will be adjusted to match the amount included in the upgraded subscription plan, with the difference between the updated plan and the previous plan added accordingly, regardless of the credits used prior to the upgrade. If the upgraded plan is priced lower than the previous plan, the difference will be refunded in the next billing period. Please ensure that sufficient funds are available to complete the payment for the upgrade; otherwise, your membership may be suspended.
You represent and warrant that you have the authority and right to use the payment method selected by you and that such payment method has sufficient credit or funds available to complete your payment. If you believe someone has made unauthorized purchases without your permission, you should notify us of the charge immediately. We reserve the right to close any Account with unauthorized charges.
For the avoidance of doubt, Credits are not redeemable, refundable, or exchangeable for real currency, actual monetary instruments, goods or other items of monetary value. Credits have no equivalent value in fiat currency and do not act as a substitute for fiat currency. The purchase and use of Credits is governed solely by us in our sole discretion and application of these Agreements. Credits are non-transferable and can only be used in connection with the applicable Services. You acknowledge and understand that by purchasing a Credit you are not acquiring any personal property right over it, or any equity or other ownership or profit-sharing interest in Deemos or any of our affiliates or any brand or other business venture.
As discussed elsewhere in these Agreements, there may be situations where Content/Services may be removed from the Sites (due to violations of these Agreements or for other reasons). We want to remind you that all sales are final and there shall be no refunds except as required by law. We will not allow changes to your purchase after you complete it. We will have no liability for any losses you may incur as a result, and will not be liable to refund any funds you spent in or for that Content.
Our Services allow you to submit, post, upload, display or otherwise provide (“Provide”) to us text or images (“Prompts”) on or through the Sites or the Services to generate Content (“Output”) based on your Prompts.
(a) ChatAvatar
If you use ChatAvatar to generate Output, subject to the
restrictions set forth in these Agreements and Applicable
Laws, the Company will grant you a non-exclusive, personal,
limited, revocable, non-transferable and non-sublicensable
right and license to use such Output on compatible devices
that you own or control
for your personal entertainment use under
the Creative Commons license, the link to which you may find
by clicking the “License” button on the display window of
such Output. Such license shall automatically terminate if
Users violate any of the restrictions set forth in these
Agreements and may be terminated by the Company at any time.
Upon termination of this license, Users must destroy any
Content in their possession whether in electronic or printed
format. Please be advised that under such license, Users
shall not use the Content for commercial purpose (e.g. for
commercial advantage or monetary compensation).
If you use ChatAvatar to generate Output and purchase the “License” of such Output, subject to the restrictions set forth in these Agreements, you shall be entitled to, on a non-exclusive, revocable, non-transferable and non-sublicensable basis and to the extent permitted by Applicable Laws, (a) copy, reproduce, distribute, publicly perform or publicly display all or portions of the Output, (b) modify the Output, (c) make any derivative works based on such Output, or (d) use such Output and/or its derivative works in a manner that is intended for promotional, advertising, commercial, or merchandising purposes. This license remains in effect so long as you have an Account, unless you revoke the license to such Output by removing it from the Sites and sending formal notice to hello@deemos.com. If you wish to acquire further rights, please contact us directly at hello@deemos.com.
You may set your Output generated through ChatAvatar as “private”, by which other Users will have no access to such Output except as shared by you, and we will not use such Output apart from displaying it in your Account.
Please note that we make no representations, warranties or undertakings of any kind as to the copyrightability of any Output or the availability of Intellectual Property Rights (as defined below) in which it may be applied for, registered or credited to any person. We take no responsibility for any breach of any Applicable Laws and third-party terms and conditions applicable to such Output or Services and/or any infringement of third party rights resulting from your use of such Output.
(b) Rodin
If you use Rodin to generate Output, we will not limit your
use of such Output, subject to any restrictions set forth in
these Agreements, the Applicable Laws and any third-party
terms and conditions applicable to such Output or Services.
You may set your Output generated through Rodin as “private”, by which other Users will have no access to such Output except as shared by you, and we will not use such Output apart from displaying it in your Account.
Please note that we make no representations, warranties or undertakings of any kind as to the copyrightability of any Output or the availability of Intellectual Property Rights (as defined below) in which it may be applied for, registered or credited to any person. We take no responsibility for any breach of any Applicable Laws and third-party terms and conditions applicable to such Output or Services and/or any infringement of third party rights resulting from your use of such Output.
Our Privacy Policy governs your use and our processing of personal information related to our Services, including personal information you Provide as Prompts or other Content, and we may process personal information, including any sensitive information, as described in the Privacy Policy. We reserve the right to investigate and take appropriate action against anyone who we conclude, in our sole discretion, has violated these Agreements. That action may include, without limitation, removing Prompts and/or Content from the Services, suspending or terminating your account, and reporting you to law enforcement.
We reserve our rights to suspend, limit or terminate your access to the Site and/or our Services if you have actually or potentially violated any of the restrictions under these Agreements. For any permitted sell, resell, transfer or disposal in any form of any Content under the Agreements, Users shall notify the receiving party of the Content the restrictions set forth in these Agreements and take best efforts to procure the receiving party to comply with such restrictions as if such receiving party were the User. The Users shall be responsible for any breach of these Agreements by such receiving party.
Regarding any Content that was removed or disabled, if you believe that your Content is not infringing or that you have the authorization from the Intellectual Property Rights holder, the Intellectual Property Rights holder's agent, or pursuant to the law, to post and use the material in your content, you may send a counter-notice to us, providing the proof of the authorization or statement of the legitimacy of the use.
When the Company receives a counter-notice, we may send a copy of the counter-notice to the original complaining party informing that party that we may restore the removed content or stop disabling it. Unless the Intellectual Property Rights holder files an action seeking a court order against the provider of the Content, the removed Content may be restored after receipt of the counter-notice, in our sole discretion.
You acknowledge that if you fail to comply with all of the requirements of this Section 6.4, your notice or counter-notice may not be valid. We reserve the right to request for more materials from you as we see fit for the above procedures.
The Company reserves the right to: (i) remove or disable access to material that we believes in good faith, upon notice from an Intellectual Property Rights holder or his or her agent, is infringing the Intellectual Property Rights of a third party by being made available through the Service; and (ii) in appropriate circumstances, to terminate the Accounts of and block access to the Service by any User who repeatedly or egregiously infringes other people's Intellectual Property Rights.
Users are only authorized to access to or use the Sites, Services or Content for lawful and appropriate purposes and in accordance with these Agreements and the Applicable Laws. The Company explicitly prohibits and condemns illegal or abusive practices with the intent to harm others. Such conduct may result in account suspension or termination, without recourse of refunds.
Specifically, the Company forbids certain uses, including but not limited to the circumstances below. By using the Services, Users unconditionally consent to these restrictions. If uncertain about the legality of a usage, Users are required to seek authorized written permission from the Company before using the Services. Failure to seek authorized written permission may result in account suspension or termination, without recourse of refunds.
Certain portions of the Service may include, display, or make available content, data, information, applications or materials from third parties (“Third-Party Materials”). You understand that by using the Service, you may encounter Third-Party Materials, such as third-party advertisements and promotional content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that may contain links or references to objectionable material. Nevertheless, you agree to use the Service at your sole risk and that we shall not have any liability to you for content that may be found to be offensive, indecent, objectionable, inaccurate, incomplete, untimely, invalid, illegal, of poor quality or otherwise.
In addition, Third-Party Materials that may be accessed from, displayed on or linked to from your device are not available in all languages or in all countries. We make no representation that such services and materials are appropriate or available for use in any particular location. To the extent you choose to access such services or materials, you do so at your own initiative and are responsible for compliance with any Applicable Laws.
The Users accept to defend, indemnify, and hold harmless us and our subsidiaries and affiliates, and each of officers, directors, agents, partners, employees and licensors of us and our subsidiaries and affiliates (individually and collectively, the “Deemos Parties”), all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to the Agreements or your access to or use of the Site or the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort (including negligence), contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (a) your access to, use of, or alleged use of the Service; (b) your violation of any portion of these Agreements, any representation, warranty, or agreement referenced in these Agreements, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property or proprietary right, publicity or privacy right, property right, or confidentiality obligation; or (d) any dispute or issue between you and any third party. You agree to promptly notify us of any third party Claims and cooperate with Deemos Parties in defending such Claims. You further agree that the Deemos Parties shall have control of the defense or settlement of any third party Claims.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SITES, THE SERVICES, AND THE CONTENT. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT WE WILL NOT BE IN BREACH OF THE AGREEMENTS AND WILL NOT BE LIABLE FOR ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM OR RELATING TO: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER UPGRADE, SERVER MAINTENANCE, SERVER FAILURE, SERVER ERROR, SERVER DELAY OR DATA LOSS RELATING TO THE SERVICES; (III) SIMILARITY OR IDENTICALNESS OF THE OUTPUT PRODUCED BY OUR SERVICES WITH THAT OF ANY THIRD PARTY; (IV) UNAUTHORIZED ACCESS TO THE SITE OR THE SERVICES; (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, TROJAN HORSES, MALICIOUS PROGRAM ATTACKS, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE, THE SERVICES OR ANY CONTENT; (VI) ACTS OF GOD, FLOOD, DROUGHT, EARTHQUAKE OR OTHER NATURAL DISASTER; (VII) EPIDEMIC OR PANDEMIC; (VIII) TERRORIST ATTACK, CIVIL WAR, CIVIL COMMOTION OR RIOTS, WAR, THREAT OR PREPARATION FOR WAR, ARMED CONFLICT, IMPOSITION OF SANCTIONS, EMBARGO, OR BREAKING OFF OF DIPLOMATIC RELATIONS; (IX) CHANGE OF BUSINESS PLAN OR ANY ACTIONS TAKEN BY US RELATING TO THE SERVICES IN ORDER TO COMPLY WITH ANY APPLICABLE LAW OR ANY ACTION TAKEN BY A GOVERNMENT OR PUBLIC AUTHORITY; (X) INTERRUPTION OR FAILURE OF UTILITY SERVICE, POWER FAILURES, SYSTEM INSTABILITY, SYSTEM OR EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES; (XI) NON-PERFORMANCE OF OR DEFECTS CREATED BY THIRD PARTY SERVICE PROVIDERS; AND (XII) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND THE AGREEMENTS.
ACCESS TO, AND USE OF THE SITES, THE SERVICES, THE CONTENT OR ANY THIRD PARTY MATERIALS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF US ARISING OUT OF OR IN ANY WAY RELATED TO THE AGREEMENTS, ACCESS TO AND USE OF THE SITE, THE SERVICES OR THE CONTENT EXCEED THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES.
NOTHING HEREIN SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, VIOLATION OF APPLICABLE LAWS, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER THE APPLICABLE LAWS.
We reserve the right to update or modify the Agreements, at our sole discretion, to change or modify portions of these Agreements at any time, especially for the following reasons: (a) changes to the law or regulatory requirements, (b) security and operability issues, and (c) to adapt to new technologies. These changes will become effective immediately upon being posted through the Services. We will post the changes on our Services and will indicate at the top the date these Agreements were last revised. We will also notify you, either through the user interface of our Services, in an email notification or through other reasonable means. Your continued use of any of the Services following the posting of revised Agreements means that you accept and agree to the changes. We suggest that you review these Agreements frequently to stay informed of the latest modifications. If you do not accept the updated Agreements, you must stop using our Services. We will not be liable for any change to or any suspension or discontinuation of the Services or your access to them.
You may stop accessing the Services at any time. We reserve the right to investigate complaints or reported violations of the Agreements. We may suspend or terminate your access to the Services at any time without notice to you if we believe that you have breached these Agreements, or if we must do so in order to comply with the Applicable Laws, and take any action we deem appropriate, including but not limited to cancelling your Account, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to your profile, email addresses, usage history, posted materials, IP addresses and traffic information, as allowed under our Privacy Policy.
Upon termination of these Agreements or your access to the Services, we may at our option delete any Content or other data associated with your Account. Sections 9-21 will survive any expiration or termination of our Agreements.
You may not assign or transfer any right to use the Services or any of your rights or obligations under the Agreements without our prior written consent, including any right or obligation related to the enforcement of laws or the change of control. We may assign or transfer any or all of its rights or obligations under the Agreements, in whole or in part, without notice or obtaining your consent or approval.
If any provision of the Agreements shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision under any Applicable Laws shall not affect the other provisions of the Agreements under such Applicable Law or those provisions' invalidity or unenforceability under the other laws and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect under the relevant laws. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under the Applicable Laws.
The Agreements constitute the entire agreement between the parties regarding their subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter (whether oral or in writing, express or implied). You acknowledge that in agreeing to the Agreements you do not rely on any statement, representation, warranty, or understanding other than those expressly set out in the Agreements.
The rights, interests, powers or remedies under the Agreements may not be waived in whole or in part except in writing by the party having such rights, powers, interests or remedies. The delay of enforcement or the non-enforcement of any of the terms of the Agreements by any party shall not be construed as a waiver of such party in connection with such enforcement and no right, interest, power or remedy conferred upon or reserved for any party in the Agreements is exclusive of any other right, interest, power or remedy available to that party and each such right, interest, power or remedy shall be cumulative.
By using the Services, you agree that we may provide you with notices or other communications, including marketing, relating to your use of the Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You will always be given the option to unsubscribe from receiving any marketing material from us. Notices to us should be sent electronically to hello@deemos.com. You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Deemos or our Services (collectively, “Feedback”). We may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Deemos' sole discretion. You understand that we may treat Feedback as nonconfidential.
Other than our affiliates, a person who is not a party to the Agreements has no right to enforce any of the terms in the Agreements.
You agree and understand that all provisions of the Agreements shall survive the termination or expiration of (i) the Service or the Site; (ii) your ownership of any Content.
The Agreements are governed by and shall be construed in accordance with the laws of the State of California without regard to any choice or conflict of laws rules.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU AND DEEMOS AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:
If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and Deemos agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.