RENDERED.AI Terms of Service
Last Updated: February 16, 2023
BY ACCEPTING THESE TERMS OF SERVICE, PURCHASING ACCESS TO OUR PLATFORM (AS DEINGED BELOW) OR USING THE PLATFORM, YOU UNDERSTAND THAT THIS IS A LEGALLY BINDING AGREEMENT BETWEEN YOU AND RENDERED.AI AND ITS AFFILIATES AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. PLEASE READ THESE TERMS OF SERVICE IN THEIR ENTIRETY. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, DO NOT ACCESS OR USE THE PLATFORM.
THESE TERMS OF SERVICE CONTAIN IMPORTANT TERMS AND CONDITIONS THAT AFFECT YOU AND YOUR USE OF THE PLATFORM, INCLUDING A PROVISION REGARDING BINDING ARBITRATION OF DISPUTES AND A WAIVER OF CERTAIN RIGHTS TO JURY TRIALS AND/OR CLASS ACTIONS. PLEASE READ THE “DISPUTE RESOLUTION” SECTION (SECTION 12.2) IN ITS ENTIRETY.
DADoES, Inc. d/b/a Rendered.ai (“Rendered.ai,” “we,” “us” or “our”) is pleased to provide you access to, and use of certain services (the “Services”), professional services (the “Professional Services”), software, websites, documentation, and content relating to our Rendered.ai platform (collectively, the “Platform”). The Platform is more fully described at https://www.rendered.ai (the “Website”). These Terms of Service (“Terms”) apply to your purchase, access to, and use of, the Platform or any of its components. These Terms do not alter in any way the terms or conditions of any other agreement You may have with Rendered.ai for products, services or otherwise.
THESE TERMS TAKE EFFECT WHEN YOU ACCESS OR USE THE PLATFORM FOR THE FIRST TIME (the “Effective Date”). BY ACCESSING OR USING THE PLATFORM YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF AN ORGZANIZATION, AS USED HEREIN “YOU” AND “YOUR” SHALL REFER TO YOU AND ANY ENTITY ON WHOSE BEHALF YOU ARE USING THE PLATFORM (the “Entity”).
Rendered.ai reserves the right to change or modify these Terms on a going forward basis at any time and in our sole discretion. If Rendered.ai makes changes to these Terms, we will provide notice of such changes as appropriate, such as by sending an email notification to an address You have provided, providing notice through the Platform and/or updating the “Last Updated” date at the top of these Terms. Your or Your Entity’s continued use of the Platform will confirm Your acceptance of the revised Terms. If You do not agree to the revised Terms, You must stop using the Platform. We encourage You to review the Terms from time to time to ensure You understand the terms and conditions that apply to Your access to, and use of, the Platform.
The terms in this Section shall have the meanings described below, and other terms may be defined within the context of these Terms.
“Applicable Laws” means any and all governmental laws, rules, directives, regulations, treaties or orders that are applicable to a particular Party’s performance under the Terms.
“Derived Data” means all content, data and information created, processed, or provided to You by Rendered.ai through Your use of the Platform, that result from the User Data provided to Rendered.ai through the Platform, that results from Rendered.ai from the performance of the Services, or Your Use of Rendered.ai Materials and Third Party Materials through the Platform.
“Documentation” means any documentation distributed by Rendered.ai or its affiliates pertaining to the Platform, including without limitation any accompanying or online user guides or technical information relating to the Platform, User documentation, and technical data sheets in, in each case, as may be updated or amended by or on behalf of Rendered.ai from time to time.
“Intellectual Property” means any patent, copyright, trademark, trade name, service mark, service name, brand mark, brand name, logo, corporate name, Internet domain name or industrial design, any registrations thereof and pending applications therefor (to the extent applicable), any other intellectual property right (including, without limitation, any know-how, trade secret, trade right, formula, conditional or proprietary report or information, customer or membership list, any marketing data, and any computer program, software, database or data right), and license or other contract relating to any of the foregoing, and any goodwill associated with any business owning, holding or using any of the foregoing.
“Intended Use” means creating synthetic data for training, validating, evaluating, or testing machine learning and artificial intelligence systems.
“Personal Data” includes payment card data or other financial account information, driver’s license numbers, birthdates, social security numbers, government-issued identifiers, passwords or other log-in credentials, racial or ethnic origin, political opinions, religious or philosophical beliefs, genetic data, biometric data, data concerning health, and data concerning a natural person’s sex life or sexual orientation or similarly sensitive information.
“Rendered.ai Materials” shall have the meaning set forth in Section 2.8.
“Term” shall have the meaning set forth in Section 7.1.
“Third Party Materials” shall have the meaning set forth in Section 2.7.
“User” means You or an individual who is an employee or contractor of the Entity that is authorized to use the Platform and anyone or any entity You authorize to access Your account (each an “Authorized User”).
“User Data” means all content, documents, data and information inputted by You and Your Authorized Users to the Platform.
2. THE PLATFORM
2.1 Grant of Limited License. On the condition You comply with Your obligations under these Terms, and subject to additional terms of any third-party licenses applicable to Third Party Materials included in the Platform, Rendered.ai hereby grants to You a limited, revocable, non-exclusive, non-transferable (except as provided in Section 13.10), right to access and use the Platform and Documentation solely in connection with Your internal business purposes and for the Intended Use. Other than as expressly granted in these Terms, no other rights are granted, including without limitation to any and all Rendered.ai patents, copyrights, moral rights, trade secrets, trademarks, service marks, publicity rights, and other proprietary rights (whether or not perfected or perfectible) (collectively, “Intellectual Property Rights”). All ownership rights, title, interest and Intellectual Property Rights in and to the Platform shall continue to be owned solely by Rendered.ai and/or its licensors. If You do not comply with these Terms, Rendered.ai reserves the right to revoke any license granted in these Terms and limit Your access to the Platform. Any use of the Platform that exceeds the rights expressly granted in these Terms is strictly prohibited and constitutes a violation of these Terms, which may result in the suspension or termination of Your right to access and use the Platform.
2.2 Modification. You agree that Rendered.ai has the right to change, modify, add to or discontinue or retire any aspect or feature of the Platform at any time without any obligation to give You notice of any changes. From time to time and without notice to You, Rendered.ai may, but is under no obligation to, release upgrades, fixes or new versions of the Platform (collectively, “Upgrades”), although these Upgrades may not be consistent across all platforms and devices. These terms shall apply to all Upgrades to which You are provided access.
2.3 Removal of Access. Rendered.ai reserves the right to suspend or deny access to the Platform to You or any User. You agree that Rendered.ai may immediately suspend or terminate access to the Platform or any part thereof in the event that: (1) You breach or violate these Terms or other incorporated agreements; (2) Rendered.ai discontinues or materially modifies the Platform; (3) there is an unexpected technical or security issue or problem; or (4) You engage in fraudulent or illegal activities while using the Platform. You further agree that such measures may be taken in Rendered.ai’s sole discretion and without any liability to You or any third party.
2.4 Defects and Availability. Rendered.ai uses commercially reasonable efforts to maintain the Platform, however, Rendered.ai is not responsible for any defects or failures associated with the Platform, any part thereof, or any damages (either direct or indirect) that may result from any such defects or failures. The Platform may be inaccessible or inoperable for any reason, including, without limitation: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which may be undertaken from time-to-time; or (3) causes beyond Rendered.ai’s reasonable control or which could not reasonably foreseen. You understand that the Platform is provided over the Internet and hosted by a third-party provider, so the quality and availability of the Platform may be affected by factors outside of Rendered.ai’s control. Rendered.ai expressly disclaims liability with respect to claims by You resulting from or arising from the acts or omissions of such providers. The Platform is not intended to be available 100% of the time and Rendered.ai does not make any guarantees regarding the reliability or availability of the Platform and will not be liable to You or any third party for damages or losses related to the Platform being unavailable.
2.5 Developer Tier. In the event that you purchase or are otherwise given access to the Developer Tier subscription of the Platform, you understand that Derived Data and other output from the Intended Use of the Platform created as a result of such access are to be used for non-commercial application only. Prohibited commercial applications include any testing, validation, or training of algorithms or inclusion of output in any applications for any form of commercial use. This restriction may be removed by upgrading to a non-Developer Tier subscription or by a written agreement signed by Rendered.ai.
2.6 Free Trial. When You register for the Platform, Rendered.ai may provide You access to its Developer Tier which provides you with a limited, revocable, non-exclusive, non-transferable right and license to use the Platform for a limited time for free (“Free Trial Period”). The term for the Free Trial Period will begin on the date of Your registration for the Platform and will continue for thirty (30) consecutive calendar days, unless extended or sooner terminated in accordance with the Agreement. Upon completion of the Free Trial Period, You will be presented with the option to terminate Your access to the Platform, or convert to one of the paid Platform plans by providing either standard credit card information in addition to the information You provided to Rendered.ai upon registration or by contacting email@example.com for a non-credit card payment process.
2.8 Ownership of Intellectual Property. Unless otherwise specifically noted in these Terms, images, trademarks, service marks, logos and icons displayed on the Platform, or the Website, are the property of Rendered.ai and/or its licensors and may not be used without its prior written consent. The Platform, including all Rendered.ai content, systems, databases, information, data, documents, materials, works, and all intellectual property rights in and to the foregoing (collectively, the “Rendered.ai Materials”) shall at all times remain the exclusive intellectual property of Rendered.ai and its third-party licensors. You are not acquiring any Intellectual Property Rights in or to the Rendered.ai Materials other than a non-exclusive right to access and use the Platform or the website solely in accordance with the terms of these Terms. The Rendered.ai Materials are deemed intellectual property and may not be reproduced, recreated, sublicensed, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of these Terms, unless otherwise specified in written licensing accompanying the Rendered.ai Materials. Any unauthorized use of any Rendered.ai Materials, whether owned by Rendered.ai or any other parties, may violate copyright laws, trademark laws, intellectual property, privacy and publicity laws and communications regulations and statutes. Any third-party software included in the Rendered.ai Materials is licensed and subject to the additional terms of the applicable third-party license. Trademarks owned by third parties are the property of those respective third parties.
2.9 Open Source. Render.ai may, in its sole discretion, elect to make available to you software licensed under an open source license (each, an “Open Source License”). Any use of the Open Source Components by Licensee is governed by, and subject to, the terms and conditions of the relevant Open Source License(s).
2.10 Informational Materials. Rendered.ai may provide you with access to whitepapers, documentation, and other technical or market information in the form of blogs, social media posts, technical papers and other media (collectively, “Informational Materials”). Informational Materials are provided “as is” and without warranty and are provided for informational purposes only. You may copy or excerpt from Informational Materials, but only with attribution.
3. PROFESSIONAL SERVICES
3.1 If you purchase Professional Services from us, we represent and warrant that such Professional Services will be performed in a professional and workmanlike manner. If the Professional Services include a deliverable, such deliverable will materially confirm to any specifications we provided or we agreed to, as applicable. The foregoing represents your sole warranties with respect to the performance of the Professional Services (the “Professional Services Warranties”) and your sole remedy with respect to the foregoing warranties will be the reperformance of the Professional Services in question in accordance with the applicable Professional Services Warranties. Professional Services we perform and deliverables we provide will be considered accepted if no claim is made by you in writing within thirty (30) days of performance or delivery as applicable.
3.2 Any time estimate we provide is a good faith estimate of the time required for completion of the Professional Services but is not a guarantee of completion by such date.
3.3 You agree to provide us with such reasonable cooperation and information as we may reasonably request to support our performance of the Professional Services. You represent that you have secured all necessary rights to any third-party software or platform or data that you provide us access to in order to facilitate our performance of the Professional Services.
3.4 With respect to any Intellectual Property created by Rendered.ai in the performance of the Professional Services (the “Work Product”), Rendered.ai shall own all rights with respect to same. Upon payment by you of all outstanding payments with respect to the performance of the Professional Services, Rendered.ai grants you a fully paid up, perpetual license to use such Work Product solely in connection with the Platform.
3.5 If we provide you with a separate agreement or other terms and conditions with respect to Professional Services (“Specific Terms”), the Specific Terms shall govern in the event of any conflict between these Terms and the Specific Terms.
4.1 Rendered.ai does not review User Data, including, without limitation, any content uploaded by You, except where review of such data is required and specified by Services purchased by You. You are solely responsible for any errors in Your User Data.
4.2 Rendered.ai disclaims all liability for all decisions and actions taken in reliance on the Derived Data by You or any third party to which you provide such Derived Data.
5. CLIENT RESPONSIBILITIES, REPRESENTATIONS, AND RESTRICTION
5.1 Account Registration and Delegation. Access to the Platform requires You to be registered with Rendered.ai via the online registration form. This form will require You to provide certain requested information about yourself. Once Rendered.ai receives such information, You will be provided with an account and login information, including a username and password, to successfully complete the registration process. As the account owner, You and Your Authorized Users are the only people and entities authorized to access and use Your account and Your User Data and Authorized Users may only access Derived Data and not other forms of Platform Data. You are solely responsible for any errors in the information You provide us in connection with Your online registration and any errors in the User Data.
5.2 Unauthorized Use and Information Changes. You must immediately notify Rendered.ai if Your registration information changes or You learn of or have reason to suspect any unauthorized use of Your account or any other breach of security. You are responsible for maintaining the confidentiality of Your username and password and are fully responsible for all activities that occur under Your username and password. While in some situations the Platform will send alerts to designated individuals with respect to activity on Your account, Rendered.ai shall have no liability with respect to any failure by the Platform to send such an alert.
5.3 Storing Credentials. You are responsible for any damages to Rendered.ai or the Platform resulting from unauthorized access to the Platform from Your account and Rendered.ai will have no liability to You or any third party for damages or loss related to such unauthorized access or use.
5.5 Restrictions. You may not: (1) use the Platform for other than its Intended Use or provide access to the Platform to other than Users and Authorized Users; (2) use the Platform, the Derived Data, the Rendered.ai Materials or the Third Party Materials in a manner that results in liability for Rendered.ai or its suppliers or licensors; (3) use the Platform or tools accessed through the Platform to create images that cause harm to third parties; (4) use the Derived Data for any illegal purpose or for any purpose which could reasonably be to anticipated to give rise to a claim by a third party; (5) use the Platform in a manner which would violate any obligations you might have to your customers, including, without limitation, any governmental body; (6) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of our Platform in any way; (7) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, communications protocol, structure, algorithms or ideas upon which the Platform are based; (8) use the Platform to develop a competing service or product or for purposes of benchmarking; (9) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Platform, servers, data centers, or networks connected to the Platform or take any other action that interferes with any other person’s use of the Platform; (10) decrypt, transfer, create Internet links to the Platform, or “frame” or “mirror” the Platform on any other server or wireless or Internet-based device; (11) use or merge the Platform or any component thereof with other software, databases, or services not provided or approved by Rendered.ai, except for User Data; (12) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to the Platform, or remove, obscure, or alter any notices or indications of any Intellectual Property Rights, any trade names, trademarks, service marks, logos, trade dress, and any other distinctive or proprietary symbols, labels, designs, or designations, or any electronic notices; (13) use the Platform for any fraudulent or otherwise unlawful purposes or in violation of these Terms; (14) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Platform; (15) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Platform for any reason; (16) access or attempt to access any other account or use the Platform in a way that prevents or inhibits another User from using the Platform; (17) use any Derived Data made available through the Platform in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (18) introduce into the Platform any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm the Platform, or perform any such actions; (19) introduce into the Platform any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (20) delete, modify, hack, or attempt to change or alter the Platform; (21) connect to or access any Rendered.ai computer system or network other than the Platform; (22) impersonate any other person or entity to use or gain access to the Platform; or (23) conduct or otherwise participate in any distributed denial-of-service attack or similar malicious attack intended or designed to artificially delay, disrupt or otherwise adversely affect the Platform or any other User’s access to or use of the Platform. Rendered.ai reserves the right to investigate and prosecute violations of any of the above to the fullest extent of the law. Rendered.ai may involve and cooperate with law enforcement authorities in prosecuting Users who violate these Terms.
6. DATA RIGHTS, USES, AND LIMITATIONS
6.1 User Data. You hereby grant to Rendered.ai a nonexclusive, worldwide, royalty-free, fully-paid, transferable license to host, cache, record, copy, view, and display User Data for the purpose of (1) providing the Platform to You: (2) internal use by Rendered.ai and its affiliates; (3) any purpose related to the billing, activation, provision, maintenance, upgrades, updates, deactivation and/or use of the Platform and/or related products and/or services; and (4) any purposes permitted by any Applicable Law. Except as set forth in these Terms, as between Rendered.ai and You, You retain all right, title, and interest in and to User Data. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and right to use such User Data, and You agree that, except for Rendered.ai’s gross negligence or willful misconduct, Rendered.ai shall not be responsible or liable for the unauthorized access to, alteration of, or deletion, correction, destruction, corruption, damage, loss or failure to secure or store Your or your User’s Data. Rendered.ai reserves the right, but not the obligation, to refuse to post or to remove any information or materials, in whole or in part, that Rendered.ai believes to be unacceptable, undesirable, or in violation of these Terms or the rights of third parties.
6.2 User Data Representations. You represent, warrant, and covenant that: (1) You are the owner or authorized licensee of the User Data and have the right to grant the rights set forth herein; (2) You have obtained all consents necessary under Applicable Law to disclose User Data to Rendered.ai; and (3) You will not publish, post, upload, record, or otherwise distribute or transmit any data or other material that: (i) infringes or would infringe any copyright, patent, trademark, trade secret or other proprietary right of any party, or any rights of publicity or privacy of any party; (ii) violates any law, statute, ordinance, or regulation; (iii) is inappropriate, profane, defamatory, libelous, obscene, indecent, threatening, harassing, or otherwise unlawful; (iv) is harmful to minors or otherwise pornographic; (v) is materially false, misleading, or inaccurate; and/or (vi) contains information for which You not have the right to permit Rendered.ai to access and process any User Data.
6.4 Internal Data. Rendered.ai may generate or develop information and data (collectively, the “Internal Data”) resulting from the manipulation or analysis of any of the User Data, along with any other collected data based upon its operation and provision of the Platform, along with any associated databases, algorithms, external data, calculations and other processes, methods or tools used by Rendered.ai and the Platform. Internal Data shall be deemed to include the aggregated, de-identified and statistical information collected by Rendered.ai from the operation of the Platform and processing, manipulation and analysis of User Data. All Internal Data is, or shall be, and shall remain the property of Rendered.ai. You acknowledge and agree that during and after the term of the Agreement; (i) Rendered.ai may retain and use Internal Data for the purposes of providing the Platform to You, and for conducting research, development and product improvement efforts; (ii) Rendered.ai may share Internal Data with any third-party service providers providing services to Rendered.ai or collaborating with Rendered.ai, subject to obligations of confidentiality; and (iii) Rendered.ai may use and share with third parties any Internal Data in aggregated or de-identified form such that the source of the data cannot be identified. You acknowledge and agree that Internal Data may commercially be exploited by or on behalf of Rendered.ai for commercial purposes, subject to the restrictions set forth above and in these Terms.
6.5 Feedback. You may provide feedback, information, or materials regarding the Platform or any other Rendered.ai products or services (collectively, “Feedback”). By submitting Feedback to Rendered.ai, You agree to assign, and hereby irrevocably assign to Rendered.ai, all right, title, and interest, on a worldwide basis, in and to the Feedback and all copyrights, moral rights, and other Intellectual Property Rights embodied in such. Rendered.ai will be free to use, copy, distribute, publish and modify the Feedback on an unrestricted basis, without compensation to You.
7. FEES AND PAYMENT
7.1 Subscriptions, Renewal, and Billing.
7.1.1 We may offer the Platform as a one-time purchase and/or on a subscription basis. Purchase and subscription options may be found at https://rendered.ai/ or Rendered.ai may provide pricing specific to You. If You elect to use Platform on a subscription basis, Your initial purchase will provide You access to the Platform for an initial service period, typically equal to six months. Unless otherwise specified, invoicing will be at the start of the relevant subscription period. Your paid subscription will automatically renew at the end of the Initial Platform Period and will automatically renew monthly thereafter. Your payment method will be charged upon each renewal of Your paid subscription.
7.1.2 We may send a courtesy reminder to Your account’s email address before any automatic renewal. Unless required by Applicable Law, we are not required to provide such notice. You agree that Your failure to read, Your failure to receive, or our failure to send any such notice creates no liability for us or any right to rescind an automatic renewal payment.
7.1.3 If You wish to cancel the automatic renewal of Your paid subscription, You must cancel Your plan through Your account or by providing notice to firstname.lastname@example.org. Any such cancellation must be made at least one day before the next automatic renewal. There are no refunds for any unused portion or time remaining in a subscription.
7.1.4 We may change the renewal price for Your paid subscription at any time upon notice to you. Any changes made will only take effect upon the next automatic renewal following the provision of notice to You regarding the change in renewal price. If You do not wish to renew at the changed renewal price, You must cancel Your plan through Your account or by providing notice to email@example.com. Any such cancellation must be made at least one (1) day before the next automatic renewal.
7.1.5 You agree that we may store Your payment method and related payment information. You authorize us to automatically charge Your payment method for any automatic renewal payments. You may update Your payment method through Your account or by contacting us at firstname.lastname@example.org. If any attempt to charge Your payment method is not successful or if the automatic renewal payment fails for any reason, we may suspend or terminate Your access to the Platform without notice to you. Until all amounts due have been paid in full, You agree to keep Your payment information current at all times.
7.1.6 All amounts due shall be paid in US dollars. Rendered.ai may invoice You electronically or by paper invoice. You must notify Rendered.ai within thirty (30) days of the receipt of the invoice of any billing errors thereon. If You do not notify Rendered.ai within this time, Rendered.ai will not be required to correct the error and/or make adjustments to Your account and You hereby waive any claim, allegation or contention with respect to such invoice. Rendered.ai will not issue refunds for fees paid for Your Platform account, even for periods of inactivity.
7.2 Services Payments. You will be invoiced for the performance of Services monthly in arrears, unless otherwise specified in any quote or statement of work provide to you and to which you have agreed.
7.3 Payment Terms. You agree to pay to Rendered.ai all applicable Fees due for the Platform in accordance with these Terms and any applicable amendment with any applicable taxes required. Any payments more than thirty (30) days overdue will bear a late payment fee of one percent interest (1.0%) per month, or, if less, the highest amount permitted by law. You agree to be responsible for payment for all activity by Authorized Users and third parties who access or use the Platform through Your account. You are responsible for all incidental charges related to using the Platform such as charges for Internet access, third party software licenses, or other data transmission fees.
7.4 Taxes. Platform and Professional Services fees are exclusive of all invoice and bank processing fees, taxes, levies, or duties imposed by taxing authorities, and You are responsible for payment of all such fees, taxes, levies, or duties, excluding only United States income (federal or state) taxes imposed on Rendered.ai, including by way of example and not limitation, import duties and fees, sales, use, transfer, excise, value-added, and gross receipts. If You are required to withhold any portion of service fees due to payments to banks or taxing authorities, (1) You agree to do so and to indemnify Rendered.ai for any liability resulting from Your failure to make such withholdings, and (2) Rendered.ai reserves the right to adjust the pricing of the Platform so that You are responsible for payment to Rendered.ai of the full amount for the Platform or Professional Services, net of any such withholdings, so that the net amounts received by Rendered.ai after such withholdings is equal to what was invoiced.
7.5 Rate Change. Rendered.ai reserves the right to change the fees for use of the Platform upon notice to You. Such notice may be provided at any time by posting the changes to our website, to Your account, or via email. Rendered.ai will not be liable to You or to any third party for any modifications, price changes, or suspension or discontinuation of the Platform.
8. TERM AND TERMINATION
8.1 You will be bound for the entire Term of these Terms. “Term” is defined as the period of time beginning on the Effective Date and shall continue for the relevant subscription period. Thereafter, the Term shall continue for additional renewal terms equal to the original subscription period, unless we or You terminate these Terms as set forth in Section 7. If you are contracting for any Professional Services, the Term shall conclude upon the later of the end of the subscription period and any renewal term or the completion or termination of the Professional Services.
8.2 We or You may terminate these Terms upon a breach of these Terms by the other party, the provision of notice to the breaching party and the breaching party’s failure to cure such breach within ten (10) days of the receipt of such notice. If we terminate this agreement for your uncured breach, you shall be liable for all fees payable with respect to Professional Services performed prior to the termination effective date.
8.3 If these Terms shall terminate for any reason and provided that You are current with all payments for prior use of the Platform, You shall have thirty (30) days from the date of such termination to download all of Your User Data. Thereafter, unless required by law, Rendered.ai may delete any of Your User Data it has stored.
9. NO WARRANTY; DISCLAIMER
9.1 EXCEPT AS EXPRESSLY SET FORTH HEREIN, RENDERED.AI MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NON-INFRINGEMENT. THE PLATFORM IS PROVIDED BY RENDERED.AI, ITS SUPPLIERS AND ITS LICENSORS “AS IS” AND “AS AVAILABLE.” YOU ASSUME ALL RISK FOR YOUR USE OF THE PLATFORM. IN NO EVENT DOES RENDERED.AI GUARANTEE ANY RESULTS. RENDERED.AI DOES NOT WARRANT THAT THE PLATFORM OR ANY PORTION THEREOF, IS ACCURATE, ERROR OR BUG FREE, THAT YOUR USE OF THE PLATFORM WILL BE UNINTERRUPTED, OR THAT THE PLATFORM’S OPERATION WILL NOT NEGATIVELY AFFECT OTHER SOFTWARE OR HARDWARE. THIS SECTION APPLIES TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW. THE PLATFORM IS OFFERED BY RENDERED.AI FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. RENDERED.AI MAKES NO REPRESENTATIONS THAT THE PLATFORM IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER COUNTRIES. THOSE WHO ACCESS OR USE THE PLATFORM FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS.
10.1 Indemnification. You agree to defend, indemnify, and hold harmless each of Rendered.ai, its affiliates and respective officers, employees, consultants, shareholders and representative from and against any and all claims, liabilities, damages, and/or costs (including attorneys’ and expert witness fees, costs and other expenses) arising out of or related to any actual or alleged claims involving or resulting from: (1) violation of these Terms or Applicable Law by You or any person accessing or using the Platform by or through You; (2) infringement or misappropriation by You, or any person accessing or using the Platform by or through You, of any intellectual property or privacy or other right of any person or entity; (3) Your Authorized Users, or arising out of or relating to Your relationship with any of Your Authorized Users or customers; (4) User Data in any manner; or (5) You or Your Authorized Users’ breach of any applicable privacy or data protection law, rule or regulation. Rendered.ai reserves the right, at its own expense and its sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You.
11. LIMITATION OF LIABILITY
11.1 Limitation. IN NO EVENT SHALL RENDERED.AI’S AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY YOU TO RENDERED.AI AS CONSIDERATION FOR USE OF THE PLATFORM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. WITH RESPECT TO ANY SERVICES PERFORMED BY RENDERED.AI, IN NO EVENT SHALL RENDERED.AI’S AGGREGATE LIABILITY WITH RESPECT TO SUCH SERVICES EXCEED THE TOTAL AMOUNT PAID BY YOU TO RENDERED.AI AS CONSIDERATION FOR THE PERFORMANCE OF SUCH SERVICES. IN NO EVENT WILL RENDERED.AI, ITS SUPPLIERS AND LICENSORS AND/OR THEIR REPSECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE FOR ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PLATFORM OR SERVICES OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES RELATED TO OR ARISING FROM THE SERVICES OR YOUR USE, MISUSE, OR INABILITY TO USE THE PLATFORM, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST DATA, LOST PROFITS, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE, UNAUTHORIZED ACCESS TO THE PLATFORM, OR PLATFORM UNAVAILABILITY, HOWEVER CAUSED UNDER ANY THEORY OF LIABILITY AND WHETHER OR NOT RENDERED.AI WAS AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ACKNOWLEDGE AND AGREE THAT RENDERED.AI WOULD NOT ENTER INTO THESE TERMS UNLESS IT COULD RELY ON THE LIMITATIONS DESCRIBED IN THIS PARAGRAPH.
11.2 FOR CALIFORNIA RESIDENTS. IF YOU ARE A CALIFORNIA RESIDENT OR COULD OTHERWISE CLAIM THE PROTECTIONS OF CALIFORNIA LAW, YOU FURTHER EXPRESSLY WAIVE THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND YOU HEREBY EXPRESSLY WAIVE AND RELINQUISH ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO YOUR RELEASE OF ANY CLAIMS YOU MAY HAVE AGAINST RENDERED.AI.
12 GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
12.1 Choice of Law. These Terms and the rights of the parties hereunder will be governed by and construed in accordance with the laws of the State of Washington, exclusive of conflict or choice of law rules. The parties agree that any controversy, claim or litigation arising out of or in connection with these Terms shall be resolved in a federal or state court in the State of Washingto], and consent to the jurisdiction of such court over the parties hereto and such controversy, claim or litigation. The parties acknowledge that these Terms evidences a transaction involving interstate commerce.
12.2 Dispute Resolution. You and Rendered.ai agree to waive any right to a jury trial, or the right to have any dispute under these Terms (each a “Dispute”) resolved in any court, and instead accept the use of binding arbitration (which is the referral of a dispute (as such term is defined below) to one or more impartial persons for a final and binding determination). Except that either party may seek equitable or similar relief from any court of competent jurisdiction, any dispute, controversy or claim arising out of or in relation to these Terms, that cannot be settled amicably by the parties, shall be finally settled in accordance with the arbitration rules of American Arbitration Association then in force by one or more arbitrators appointed in accordance with said rules. The parties agree that any dispute arising from or relating to the subject matter of the Agreement shall be resolved in King County, Washington. The award rendered shall be final and binding on both parties. Judgment on the award may be entered in any court of competent jurisdiction. The prevailing party shall be entitled to recover costs and attorneys’ fees.
12.3 No Class Arbitrations, Class Actions or Representative Actions. You and Rendered.ai agree that any Dispute is personal to You and Rendered.ai, and that any Dispute shall only be resolved by an individual arbitration and shall not be brought as a class arbitration, a class action, or any other representative proceeding. Neither party agrees to class arbitration, or an arbitration where a person brings a Dispute as a representative of any other person or persons. Neither You nor Rendered.ai agrees that a Dispute can be brought as a class or representative action whether inside or outside of arbitration, or on behalf of any other person or persons.
13.1 Notices. Any notice given under these Terms shall be in writing and in the English language and shall be emailed to Rendered.ai at email@example.com, or if to You, to the email or physical address associated with Your account. You hereby consent to receiving any notices relevant to the Platform or these Terms by email without requiring a handwritten signature for such notice to be effective.
13.2 Force Majeure. Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, pandemic, natural disasters, earthquake, fire, flood, or other acts of God, labor conditions, power failures, and Internet disturbances.
13.3 Consent to Do Business Electronically. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any Applicable Law.
13.4 Compliance Applicable Laws
13.4.1 You shall abide by all Applicable Laws in connection with Your use of the Platform, including those related to data privacy, international communications and the transmission of technical or Personal Data. You acknowledge that Rendered.ai may discontinue provision or performance of the Platform or terminate the license to the Platform granted hereunder following any changes in any relevant applicable law, which in the sole discretion of Rendered.ai, makes performance impossible, or illegal. Rendered.ai also may suspend your access to the Platform to investigate any breach of law that it has a good faith basis to believe you breached and may terminate Your access to the Platform upon confirmation of a breach. You further acknowledge that the Platform and related technology and technical data (collectively “Controlled Technology”) may be subject to the import and export laws of any country where Controlled Technology is imported or re-exported, including U.S. Export Administration Regulations. You agree not to export, re-export, import or provide any Controlled Technology to any prohibited country (such as embargoed countries), entity, or person (such as designated nationals) for which a license or other governmental approval is required or is otherwise prohibited. All Controlled Technology is prohibited for export or re-export to prohibited countries as listed at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx or to any country subject to similar trade sanctions.
13.4.2 Each party shall comply with Applicable Laws concerning anti-bribery and anti-corruption, which may include the U.S. Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. As of the Effective Date and thereafter, You represent that You have neither received nor been offered any illegal or improper bribe, kickback, payment, gift or thing of value from any employee, agent or representative of Rendered.ai or its affiliates in connection with any transaction between the parties. You agree to promptly notify Rendered.ai if You learn of any violation of the foregoing. This representation is not intended to include customary and reasonable gifts and entertainment provided in the ordinary course of business, to the extent such gifts and entertainment are permitted by Applicable Law.
13.4.3 If You believe User Data may include the Personal Data of natural persons located in the European Economic Area or California and wish to execute a Data Processing Addendum (“DPA”) pursuant to the General Data Protection Regulation (GDPR) or the California Consumer Privacy Act (CCPA), You may do so by submitting a request by email to firstname.lastname@example.org. Promptly following our receipt of Your request, we will send You a DPA ready for execution.
13.5 U.S. Government Customers. The Platform is provided to the U.S. Government as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Platform. If You or any Authorized User is using the Platform on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, You and Your Authorized Users must immediately discontinue use of the Platform. The terms listed above are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
13.6 Equitable Relief. You agree that Your breach of the terms and responsibilities under these Terms would cause irreparable harm and significant injury to Rendered.ai which would be both difficult to ascertain and for which there is no adequate remedy at law and that Rendered.ai shall be entitled, in addition to any other rights and remedies it may have, to injunctive relief (without the requirement of posting bond), specific performance and other equitable remedies to restrain any threatened, continuing, or further breach, or other equitable relief without prejudice to any other rights and remedies Rendered.ai may have under these Terms.
13.8 Waiver; Severability. Either party’s failure to enforce any provision of these Terms will not be deemed to be a waiver of its right to enforce them. If any term or provision of these Terms will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of these Terms will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of these Terms.
13.9 Publicity. You hereby consent to inclusion of Your name and trademarks or service marks in Rendered.ai customer lists that may be published as part of Rendered.ai’s marketing and promotional efforts. Rendered.ai may identify You as a customer when referring to lists of its customers.
13.10 Assignment. You may not assign, transfer, or sell (voluntarily or by operation of law) Your rights or obligations under these Terms without the prior written consent of Rendered.ai. Any purported assignment without Rendered.ai’s consent will be void and will constitute a breach of these Terms. Rendered.ai may assign these Terms or delegate or subcontract its obligations under these Terms at any time.
13.11 Survival. The provisions of these Terms shall survive the expiration or termination of these Terms, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of these Terms, will survive the expiration or termination of these Terms for their full statutory period.
Copyright 2023 DADoES, Inc. d/b/a Rendered.ai. All rights reserved.