Aspire Avatars Terms of Service

The following document outlines the terms of use of the Aspire Avatars website. Please also review our Privacy policy. Before using any Aspire Avatars services, you must read, understand and agree to these terms. The web pages accessible at aspireavatars.com and linked pages and the mobile device App (collectively or in-part “Aspire” or the “Site”) are accessed (the “Services”) by the entity or person agreeing to these terms (“you” or the “Member”) under the Terms of Use described below (this “Agreement”). Your agreement is with Ascendant Art, LLC (“Ascendant Art“), the developers and owners of the Site. In this Agreement, the terms “we” or “us” refers to Ascendant Art. Please read these terms carefully before using the Site or the Services. By accessing the site, viewing any content, or using any Services available on the Site, you are agreeing to be bound by these terms and these terms are effective when you use the Site, receive or distribute Products, or upload Art (the “Effective Date”). Other documents referenced here may also bind your use of the Services, such as the End User License Agreement.

Agreement

For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties hereby agree as follows:

1. Account Holders

You are not required to sign up for an account on the Site to enjoy certain features of the Site. However, account holders receive additional benefits subject to agreeing to the terms of service and other service agreements. We may periodically change the benefits, features and service levels available to account holders from time-to-time and notify you by sending you an email or by posting the changes on the Site. Ascendant Art may use one or more third parties to provide some or all of the Services. The Services may be provided using servers and other equipment located in any country throughout the world.

2. Eligibility

By registering as a member, you represent and warrant to us that you are an individual who can legally assent to this Agreement who is at least 18 years old and of the age of majority in the jurisdiction from which you accessed the Site.

3. Account, User Name, and Password

(a) You must select a unique username for your account. You must not use a username that is, in our sole discretion, vulgar, offensive, defamatory, obscene, hateful or otherwise unlawful or objectionable. In our sole discretion, we may modify user names as we see fit.

(b) You must keep both your account and password secure and confidential.

(c) You are solely responsible and liable for all activity conducted through your account. If you become aware of or reasonably suspect any security breach, including any loss, theft or unauthorized disclosure or use of your password, you must immediately report the actual or suspected security breach to us by contacting us.

(d) All information you provide to us must be true, complete, and current, and you must update this information as necessary to keep it true, complete, and current.

4. Access and Use of Services

You may only access the Services through the interface provided on the Site. Also, you may only use the Services for your own purposes, and you must not resell, transfer or otherwise provide any of the Services to any third party.

5. Payment

Portions of the Site are free to use. However, if you wish to use any paid feature available on the Site, you agree to pay Ascendant Art the prices posted on the Site for those features, plus all applicable taxes, and you will make those payments on the dates set out on the Site. Payments must be made in advance. Ascendant Art may change the fees from time-to-time.

6. Payment Options

You may pay Ascendant Art through the payment options made available on the Site. You must comply with the terms of all agreements between you and any third-party payment processors, and if you have any disputes regarding the processing of your payment you must deal directly with those third parties to resolve the disputes. If the Site allows you to pay directly via credit card, then you authorize Ascendant Art to charge all amounts to the credit card number you provide to Ascendant Art. You represent and warrant to Ascendant Art that each credit card you use for payment to Ascendant Art either belongs to you, and you have the right to charge all such payments on the credit card(s).

7. Currency Conversion

Ascendant Art will calculate and render a converted exchange rate in United States dollars, regardless of the currency in which you reside. Your account balance will be denominated and redeemable only in United States dollars. Ascendant Art cannot guarantee the accuracy of displayed exchange rates because market rates can fluctuate. We recommend that you confirm current exchange rates before redeeming your account.

8. License

The Site uses generative AI networks and/or algorithms to generate diverse derivative art output content (“Derivative Work” or “Product(s)”), the license for which you can purchase. You are not purchasing the Product, you are purchasing a license to the Product. The license you purchase for the Product is the End User License Agreement (EULA), a legally binding agreement that describes your rights with respect to the Product subject to the terms and limitations described therein.

After you have completed a transaction to generate a Product, we will provide access to the product on the Site in accordance with the license terms of the End User License Agreement. You must not distribute the product, allow any third party to use or access the product, or otherwise use, reproduce or exploit the product in any way that is not permitted by the applicable license terms.

(i) We did not create Art used to create the Product, we do not preview it, and we have no control over it. In short, we are not responsible for it or for any shortcomings in it or the Derivative Work of it, including any intellectual property infringement or other legal issues caused by it. Your acquisition of the Product is at your sole risk.

(ii) For certainty, all other portions of these Terms, including the disclaimers and limitations of liability, also apply specifically to the Product and the Site. You will also comply with any other rules or policies we post on the Site from time-to-time regarding the Product and Site.

  1. Site Reviews

Site users may be able to post reviews, ratings and comments on different parts of the Site. Those reviews, ratings and comments submitted by you and third-party users of the Services form part of the Site content (“Content”) and are governed by section 15 and other sections in these Terms. In addition, you may only post reviews or ratings for Derivative Works you have purchased or Art whose style was influenced by one or more Derivative Works you have purchased. All such reviews and ratings must be accurate, unbiased, fair, and lawful, and based on your firsthand experiences.

10. Content Disclaimer

Ascendant Art does not endorse any of the Content on the Site. Ascendant Art will not be responsible or liable for any Content that is generated by the Site users.

11. Social Media

Site users may be able to post comments and likes in the social media portion of the website. Those reviews, ratings and comments form part of your Content and are governed by section 15 and other sections in these Terms.

12. Rules

Whenever you access, use or otherwise interact with the Services, you must comply with all:

(a) applicable laws;

(b) acceptable-use policies and other policies implemented by Ascendant Art with respect to the Site or the Services from time-to-time, as posted on the Aspire website; and

(c) other rules and policies or procedures that Ascendant Art communicates to you from time-to-time.

13. Privacy

Without limiting anything in this Agreement, you must comply with all applicable privacy laws and must not collect, use, retain or disclose any third party’s personal information without their consent unless otherwise permitted by law to do so.

14. Privacy and Communications Consent

We and our representatives will collect personal information about you including your name, contact information, personal preferences and other information. You will find more information, including the purposes for which we and our representatives may use your personal information, in our Privacy Policy, which is currently available at www.aspireavatars.com/privacy

We may use aggregate, non-identifiable information about the Site members for promotional and advertising purposes. We will not sell your personal information to third parties. If we suspect you of fraudulent or other prohibited activities, we may disclose your personal information to the police or other authorities. We will not otherwise disclose your personal information except as permitted or required by law or our Privacy Policy.

When you register for the Site, a profile page is automatically created for you, and some of your personal information may be made available to the general public. For your protection, please do not share sensitive information on the Site or through the Services.

15. Ownership

As between you and Ascendant Art, you will retain ownership of all original text, images, videos, messages, comments, ratings, reviews and other original Content you submit or upload on or through the Site.

As between you and Ascendant Art, Ascendant Art or third parties solely own the following (the “Ascendant Art Property”):

(a) all other content on the Site or Derivative Work, and all text, photos, videos, templates, and other content provided by Ascendant Art (collectively, the “Ascendant Art Content”) and all intellectual property rights in the Ascendant Art Content;

(b) all intellectual property rights of any Derivative Work;

(c) all tools, hardware, and software used to provide the Services (collectively, the “Ascendant Art Tools”);

(d) the graphical design of the Site, the Site user interface and the look and feel of the Site and the Site user interface; and

(e) the names, logos and trade-marks of Ascendant Art and on the Site (including third parties’ marks) and Aspire.

You must not copy, modify, distribute, use, exploit or make Derivative Work from any of the Ascendant Art Property except as explicitly permitted by Ascendant Art.

16. Moral Rights

You hereby waive any “moral” rights with respect to your membership, username, and Derivative work, including but not limited to rights of attribution and integrity arising from all or any party of the copyrights included in username, together with all claims for damages and other remedies asserted on the basis of moral rights, and transfers, conveys assigns unto us any waivers granted to you of any such moral rights, in ease, to the fullest extent permitted by applicable laws. Ascendant Art and our service providers, members, users and licensees may use, copy, display and transmit your user name in connection with any or all of your Derivative Work if Ascendant Art or the service providers, members, users or licensees wish to do so.

17. Monitoring and Disclosure

Ascendant Art cannot monitor all content on the Site and does not normally monitor your use of the Services; however, Ascendant Art and our representatives may do so. We reserve the right (but have no obligation) to remove, delete, edit, or reclassify Content that we determine, in our sole discretion, is objectionable for any reason. We will not have any liability for any failure to remove, or delay in removing, any Content, notwithstanding our Privacy Policy. We may disclose any information that is necessary to satisfy any law, regulation or lawful request or as necessary to operate the Services or to protect the rights or property of itself or others that are directly related to providing the Services. If you notice any inappropriate Content on the Site, please contact us.

18.  Digital Millennium Copyright Act (“DMCA”) Policy

Ascendant Art uses an artificial intelligence system trained on datasets to produce its Derivative Works. Such datasets may include or have content submitted to it that may infringe the rights of a third party. Ascendant Art has and always will respect the intellectual property rights of users and will fully comply with the terms of the Digital Millennium Copyright Act (“DMCA”). If you believe Ascendant Art is somehow infringing a work that you authored or have ownership rights over, please write to takedown@ascendantart.ai and we will process your request.

19. Use of the Services

You shall not:

(a) reverse engineer, de-compile, hack, disable, disrupt, interfere with, disassemble, copy, decrypt, reassemble, supplement, translate, adapt or enhance any of the Ascendant Art Property or the Services;

(b) create a link, name or label, or otherwise upload to or transmit from the Site or the Services any content, link or anything else that (if reproduced, published, transmitted or used) may:

  1. be defamatory, threatening, abusive, harassing, hateful, obscene, pornographic, harmful or invasive of anyone’s privacy, or excessively violent;
  2. violate any law including intellectual property, privacy or other laws;
  3. impersonate any person;
  4. give rise to civil or other liability; or
  5. relate to illegal drugs, weapons, gambling or other illegal activities.

(c) upload to or transmit from the Site or the Services any data, file, software or link that contains or redirects to a virus, Trojan horse, worm or other harmful component;

(d) use the Site or the Services to do or attempt to do any of the following:

  1. send spam or other bulk messages;
  2. gain unauthorized access to any data, network or system;
  3. conduct or promote any commercial activity;
  4. gamble, including through the use of the Site credits;
  5. monitor data or traffic on any network or system;
  6. obtain an email address, user name or other information about a third party without their consent;
  7. use any misleading, false or deceptive TCP/IP header information in any email or posting;
  8. conduct or instigate any denial of service attack against the Aspire website or network, any other Ascendant Art website or network, or any third party’s website or network; or
  9. collect, aggregate, mine, scrape, or otherwise use any content uploaded to the Site for the purposes of testing, inputting, or integrating such content with AI or other algorithmic methods.

(e) improperly make complaints or false reports on the Site;

(f) artificially inflate or alter ratings, views or statistics on the Site;

(g) falsify any data or information available on the Site;

(h) delete or modify any copyright or other intellectual property notices on the Site;

(i) sell or transfer your Site account, or allow any third party to access or use it;

(j) avoid, circumvent, or disable any access control technology, security device, procedure, protocol, or technological protection mechanism that may be included or established in or as part of any of the Site or the Services or any hardware/software used to provide the Site or the Services, or third-party hardware/software or services;

(k) interfere with the Services or any third party’s use of the Site or the Services;

(l) resell any of Ascendant Art’s services or allow any third party to use or access the Site or the Services without Ascendant Art’s prior written consent;

(m) authorize or encourage any third party to do any of the above; or

(n) access or exploit the Site, the Services, and/or access, exploit, collect, aggregate, mine, scrape, or otherwise use any content except as expressly permitted by this Agreement.

20. Remedies

In addition to any other available remedies, upon breach of any of your obligations under this Agreement Ascendant Art may suspend or terminate the Services and your Site account.

21. Advertising

Some of the Services may contain advertisements and promotions which may be targeted to you based on your use of the Site and the Services. The format, type and content of the advertising and promotions may change from time to time. You must exercise caution when purchasing goods or services from any third-party advertiser or brand that may be promoted on or linked to the Site.

22. Member Responsibilities

You are solely responsible for obtaining all computer equipment and connections required to access and use the Services. Ascendant Art will not be responsible for the workings or failures of your computer equipment, network, software or Internet access.

23. Interruptions/Errors

Your use of the Site and the Services might be interrupted and will not be free of errors. Some of the content on the Site might be translated, and those translations may not be accurate or appropriate. The Services may be unavailable from time-to-time due to routine maintenance, upgrades, hardware/software malfunctions, repairs, power outages, hackers, denial of service attacks and unforeseeably large service demands.

24. Site Modifications

From time to time, Ascendant Art may add new features to the Site and the Services, remove existing features from the Site and the Services, or otherwise modify the Site and the Services (including their functionality, “look-and-feel”, universal resource locators and software components).

25. Inactive and Abandoned Accounts

If you do not log into your account for any period of at least 365 consecutive calendar days, your account may be deemed “Inactive.” We may, in our sole discretion, suspend or terminate your account and membership if it becomes inactive.

26. Termination

Without prejudice to any of our rights at law or equity, if you fail to comply with any obligation in this Agreement, or if any of your representations or warranties is or becomes untrue. Ascendant Art may in its sole discretion also terminate or suspend your Aspire Avatar account from some or all of the Services at any time without prior notice.

27. User Account Termination

You may terminate your Site account at any time. Termination of your account is your only available remedy with respect to any dispute with the Site or Services, including disputes relating to:

(a) this Agreement or our enforcement of it;

(b) the Site, the Ascendant Art Content, the Ascendant Art Tools or the Services; and

(c) the amount, type or payment of fees in connection with the Site or the Services.

28. Effect of Termination

Upon termination of your account or this agreement:

(a) you must immediately cease all use of the Site;

(b) you will have no further access to your account or anything associated with it;

(c) you will not receive any refunds for fees you paid under this Agreement;

(d) any unused or remaining time, credits, points or in your account at the date of termination will be permanently forfeited and revoked from you, and you will not receive any refund or credit for any of them; and

(d) Survival: sections 13 – 19 and 32 – 40 will survive termination.

29. Contests

We may provide contests on the Site. If we do, they will be governed by rules we impose upon contestants. If you participate in a contest, you must comply with the rules of that contest. If there is a conflict between this agreement and the rules of a contest, the rules of the contest will govern with respect to that contest.

30. Links to third party websites

The sites that are linked from the Site are not under our control, and we do not assume any responsibility or liability for any communications or materials available at those linked sites, or personal information collected about you from those sites. You may be charged fees to access or use the linked sites; these fees are not covered by any fees you pay to Ascendant Art. All links are provided for your convenience only; they are not an endorsement or referral by us.

31. Links to the Site

You must not link to the Site or any content on the Site except as explicitly permitted by this section or our policies. Your permission to link to the Site is expressly conditioned upon your compliance with the following restrictions:

(a) the link must comply with the Site’s other policies regarding content;

(b) the link and surrounding materials must not deliver any the Site content in a framed environment, or alter the layout, content, look, or feel of the Site content;

(c) the link and surrounding materials must not imply affiliation or falsely represent any relationship between the linking site and the Site; and

(d) the link and surrounding materials must not portray the Site or its services in a false, misleading, derogatory, defamatory or otherwise offensive manner.

32. Warranty Disclaimer

THE SITE, THE ASCENDANT ART CONTENT, THE ASCENDANT ART TOOLS AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ASCENDANT ART DISCLAIMS ALL TERMS, CONDITIONS, GUARANTEES, REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED, STATUTORY AND OTHERWISE), IN RESPECT OF THE SITE, THE ASCENDANT ART CONTENT, THE ASCENDANT ART TOOLS AND THE SERVICES, INCLUDING THOSE OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

33. Limitation of Liability

YOU USE THE SITE, THE ASCENDANT ART CONTENT, THE ASCENDANT ART TOOLS AND THE SERVICES AT YOUR OWN RISK. ASCENDANT ART WILL NOT BE LIABLE FOR ANY LOSS IN CONNECTION TO THE USE OF, OR INABILITY TO USE, THE SITE, THE ASCENDANT ART CONTENT, THE ASCENDANT ART TOOLS AND THE SERVICES, INCLUDING ANY LOSS TO YOUR ART. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING THE PREVIOUS SENTENCE, ASCENDANT ART WILL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOST PROFITS WHATSOEVER IN CONNECTION WITH THE SITE, THE ASCENDANT ART CONTENT, THE ASCENDANT ART TOOLS OR THE SERVICES.

34. Maximum Liability

IF, DESPITE THE ABOVE LIMITATIONS, ASCENDANT ART BECOMES LIABLE TO YOU IN RESPECT OF THE SITE, THE ASCENDANT ART CONTENT, THE ASCENDANT ART TOOLS OR THE SERVICES, OR A COMBINATION OF THE FOREGOING, THAT LIABILITY WILL BE LIMITED TO ONE HUNDRED US DOLLARS (USD$100.00).

35. Indemnification

YOU WILL INDEMNIFY ASCENDANT ART, INC. AND ITS AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES, LICENSORS AND LICENSEES (COLLECTIVELY, THE “INDEMNITEES”) AND HOLD THE INDEMNITIEES HARMLESS FROM AND AGAINST ALL DAMAGES, INJURIES, LIABILITIES, COSTS, EXPENSES AND LEGAL FEES THAT ANY OF THEM MAY INCUR IN CONNECTION WITH:

(A) YOUR USE OF THE SITE, THE ASCENDANT ART CONTENT, THE ASCENDANT ART TOOLS OR THE SERVICES;

(B) THE UNTRUTHFULNESS OR INACCURACY OF ANY OF YOUR REPRESENTATIONS OR WARRANTIES TO US; OR

(C) YOUR BREACH OF ANY OBLIGATION, REPRESENTATION OR WARRANTY IN THIS AGREEMENT.

36. Modifications to this Agreement

From time to time in our sole discretion Ascendant Art may modify the terms of this Agreement at any time by posting the modifications on the Site. You agree to be bound by any and all modifications, changes, and/or revisions to this Agreement. Non-material changes to the Agreement shall take effect upon publication of the amendments to the Website. You understand that it is your obligation to periodically review this webpage in order to account for any changes made, as they will be binding upon your continued use of the Services.

37. Governing Law and Jury Trial Waiver

This Agreement and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the United States and the State of Colorado, without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction). You and Ascendant Art agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial.

38. Arbitration

Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under JAMS Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”) or of the International Center for Dispute Resolution (“ICDR”) in effect on the date of the commencement of the arbitration (the applicable rules to be at Ascendant Art’s discretion) to be held in Denver, Colorado. The arbitration proceedings shall be conducted in English and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Notwithstanding the foregoing, Ascendant Art shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against you in the event that, in the opinion of Ascendant Art, such action is necessary or desirable as a matter of protection of its legal rights.

39. Disputes with other users

You are solely responsible for resolving any disputes you may have with other Site users. Ascendant Art may, but is not obligated to, assist you with this. Ascendant Art will have no liability whatsoever to you in connection with any such dispute, regardless of whether or not Ascendant Art assists you with that dispute.

40. General

No delay or failure to act by Ascendant Art regarding any default will impair any of our rights or remedies that are not expressly waived in writing. This Agreement supersedes all prior agreements of the parties regarding the Site and the Services, and constitutes the whole agreement with respect to the Site and the Services. You must not assign or sublicense this Agreement or any of your rights under this Agreement without our prior written consent, which may be withheld without cause. Ascendant Art may assign or sublicense this Agreement and any or all of our rights and obligations under it in our sole discretion. This Agreement will inure to the benefit of and be binding upon the parties and their lawful successors and permitted assigns. Ascendant Art will not be liable for any delay or damage caused as a result of any event beyond its reasonable control; any delay caused by any such event will not be deemed to be a breach of or failure to perform this Agreement. This Agreement does not create any agency, partnership, or joint venture between the parties. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect. This Agreement does not confer any benefits on any third-party unless it expressly states that it does.

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