Thank you for using 99Gens!
TERMS OF USE
In order to avail yourself of the various products and services offered by 99GENS LLC and its affiliates, including but not limited to software, tools, data, documentation, and website, as well as our application programming interface and developer services, you must abide by these Terms of Use. These Terms encompass a range of other policies and guidelines, including our Content Policy, Service Terms, Sharing & Publication Policy, and Usage Policies, as well as any other documentation or policies that we may furnish in writing from time to time. Your use of our Services indicates your acceptance of these Terms. Additionally, our Privacy Policy lays out our protocols for gathering and utilizing personal information.
1. Registration and Access
To utilize the Services, you must have attained the minimum age of 13 years. In the event that you are under the age of 18, you will need to procure the consent of your parent or legal guardian before utilizing the Services. In instances where you utilize the Services on behalf of another individual or entity, you must be duly authorized to accept these Terms on their behalf. Accurate and comprehensive information must be furnished during account registration. Access credentials and accounts must not be divulged to parties outside your organization, and you will bear full responsibility for all activities conducted using your credentials.
2. Usage Requirements
(a) Utilizing the Services: Pursuant to these Terms, you are authorized to access and utilize the Services, subject to compliance with applicable laws and these Terms. We, along with our affiliates, reserve all rights, title, and interest to the Services.
(b) Feedback: We value feedback, comments, proposals, ideas, and suggestions for enhancements to our Services. In the event that you provide any such information, we may employ it without compensation or restriction to you.
(c) Limitations: You may not (i) use the Services in a manner that violates or infringes on any person's rights; (ii) endeavor to reverse assemble, reverse compile, decompile, translate, or in any other way attempt to discover the source code or underlying components of the Services' models, algorithms, and systems, except where such prohibitions conflict with relevant laws; (iii) Utilize the Services to develop any technology, including foundation models or other large-scale models, without any limitations on their potential to compete with other technologies.; (iv) utilize any methods, other than those authorized through the API, to extract data from the Services, including web data extraction methods, web scraping, or web harvesting; (v) misrepresent that output from the Services is human-generated when it is not; or (vii) trade, sell, or transfer API keys without our prior consent. It is incumbent on you to adhere to any rate limits and other requirements delineated in our documentation. You may exclusively utilize Services in jurisdictions that are currently supported by 99GENS LLC.
(d) Third-Party Services: In the event that you utilize third-party software, services, or other products in association with our Services, such products are subject to their respective terms of service, and we assume no liability for third-party products.
3. Content
(a) Your Content: You have the option to provide Input to the Services, which generates Output that is based on the Input, thereby creating Content. Input and Output, taken together, constitute Content. To the extent allowed by applicable law, and in relation to compliance with these Terms, you retain ownership of Input, and 99GENS LLC assigns you all of its right, title, and interest in and to Output. 99GENS LLC reserves the right to utilize Content as required to deliver and maintain the Services, abide by applicable laws, and implement our policies. You are accountable for Content, including ensuring that it does not violate any applicable law or these Terms.
(b) Similarity of Content: Due to the nature of machine learning, the Generative APIs may generate Output that is duplicated across multiple users, including both 99GENS LLC and third-party users. This means that different users making similar requests may receive identical or similar Output. For instance, if you request a particular textile pattern, the API may provide the same pattern to other users who submit similar requests. While it is unlikely, in the event that the Generative APIs produce the same Output for multiple users, it is important to note that such Output does not constitute the exclusive property of any individual user and cannot be considered as their Content. As such, In the event of any dispute arising regarding ownership of such Output, the primary user who first publishes it on our platform shall be deemed the rightful owner and awarded the rights to use and distribute it. If you feel someone else is using your content e-mail [email protected] to create a dispute.
(c) Limitations: You may not (i) use the Services in a manner that violates or infringes on any person's rights; (ii) endeavor to reverse assemble, reverse compile, decompile, translate, or in any other way attempt to discover the source code or underlying components of the Services' models, algorithms, and systems, except where such prohibitions conflict with relevant laws; (iii) utilize any methods, other than those authorized through the API, to extract data from the Services, including web data extraction methods, web scraping, or web harvesting; (iv) misrepresent that output from the Services is human-generated when it is not; or (v) trade, sell, or transfer API keys without our prior consent. It is incumbent on you to adhere to any rate limits and other requirements delineated in our documentation. You may exclusively utilize Services in jurisdictions that are currently supported by 99GENS LLC.
(d) Third-Party Services: In the event that you utilize third-party software, services, or other products in association with our Services, such products are subject to their respective terms of service, and we assume no liability for third-party products.3. Content
(a) Your Content: You have the option to provide Input to the Services, which generates Output that is based on the Input, thereby creating Content. Input and Output, taken together, constitute Content. To the extent allowed by applicable law, and in relation to compliance with these Terms, you retain ownership of Input, and 99GENS LLC assigns you all of its right, title, and interest in and to Output. 99GENS LLC reserves the right to utilize Content as required to deliver and maintain the Services, abide by applicable laws, and implement our policies. You are accountable for Content, including ensuring that it does not violate any applicable law or these Terms.
(b) Similarity of Content: Due to the nature of machine learning, the Generative APIs may generate Output that is duplicated across multiple users, including both 99GENS LLC and third-party users. This means that different users making similar requests may receive identical or similar Output. For instance, if you request a particular textile pattern, the API may provide the same pattern to other users who submit similar requests. While it is unlikely, in the event that the Generative APIs produce the same Output for multiple users, it is important to note that such Output does not constitute the exclusive property of any individual user and cannot be considered as their Content. As such, in the event of any dispute arising regarding ownership of such Output, the primary user who first publishes it on our platform shall be deemed the rightful owner and awarded the rights to use and distribute it. If you feel someone else is using your content email [email protected] to create a dispute.
(c) Use of Content to Improve Services: We do not employ Content that you furnish to or receive from our API ("API Content") to enhance or develop our Services. API Content is exclusively utilized to provide and maintain our API Services. We may use Content from Services other than our API ("Non-API Content") to assist in developing and improving our Services. Please note that this may curtail the Services' ability to better address your specific use case in some situations.
(d) Copyright Complaints: In the event that you suspect that your intellectual property rights have been infringed, please send a notice to the address provided below. We may delete or disable Content that is alleged to infringe on intellectual property rights and may terminate the accounts of repeat infringers.
99GENS LLC
651 N. BROAD ST., SUITE 201
MIDDLETOWN DE 19709
or, by electronic mail:
[email protected]
- A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed upon;
- A description of where the material that you claim is infringing is located on the site;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
4. Fees and Payments
(a) Fees and Billing: You are required to remit all Fees charged to your account in accordance with the prices and terms specified on the applicable pricing page or as otherwise agreed upon in writing. Even after invoicing or receipt of payment, we reserve the right to rectify pricing mistakes or errors. It is incumbent on you to furnish complete and accurate billing information, including a valid and authorized payment method. We will charge your payment method on a periodic basis, subject to reasonable modification of the posting date. You authorize us, as well as our affiliates and third-party payment processors, to charge your payment method for the Fees. If your payment is unable to be processed, we will provide you with written notification and may suspend your access to the Services until payment is received. Fees are payable in U.S. dollars and are due upon issuance of the invoice. Payments are non-refundable, except as explicitly provided in this Agreement.
(b) Taxes: Unless otherwise specified, Fees do not include federal, state, local, or foreign taxes, duties, or comparable assessments ("Taxes"). You are accountable for all Taxes associated with your purchase, excluding Taxes based on our net income, and we may invoice you for such Taxes. You agree to timely pay such Taxes and supply us with documentation demonstrating the payment, or other evidence that we may reasonably require. We employ the name and address listed in your account registration as the place of supply for tax purposes; hence, you must ensure this information remains accurate and up-to-date.
(c) Merchant Processing Fees and Hard Costs: Merchant Processing Fees and Hard Costs incurred by 99GENS LLC are not refundable under any circumstances.
(d) Price Changes: We will notify you via email about any upcoming price changes at least 14 days in advance of the change. Unless required by law or regulation, or if the change is passed through from our third-party providers, any changes to pricing will become effective on the date specified in the notification email, which will be at least 14 days after the date of the notification. We reserve the right to change our prices at any time by providing notice to your account and/or on our website. Any changes to pricing will apply to Fees charged to your account immediately after the effective date of the modifications.
(e) Disputes and Late Payments: In the event of a dispute concerning Fees or Taxes, please contact [email protected] within 30 days of the invoice's date of dispute. Uncontested amounts that are past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any portion of your Fees is overdue, we may suspend your access to the Services after issuing written notification of late payment.
(f) Free Tier: You are not permitted to create more than one account in order to benefit from credits offered in the free tier of the Services. If we suspect that you are not utilizing the free tier in good faith, we may impose standard fees or discontinue your access to the Services.
5. Confidentiality, Security and Data Protection
(a) Confidentiality: As an authorized user of 99GENS LLC's products and services, you may be granted access to confidential information belonging to 99GENS LLC, its affiliates, or third parties. You are permitted to use such confidential information only as necessary to utilize the services offered under these Terms. You are not allowed to disclose any confidential information to any third party, and you must take adequate measures to safeguard the confidential information in the same way you protect your own confidential information of a similar nature, using at least reasonable care. Confidential information refers to non-public information that 99GENS LLC or its affiliates or third parties designate as confidential, or that should reasonably be considered as confidential under the circumstances, including software, specifications, and other non-public business information. Confidential information does not include information that (i) is or becomes publicly available through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using any confidential information. You may disclose confidential information when required by law or the valid order of a court or other governmental authority, provided that you give reasonable prior written notice to 99GENS LLC and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.
(b) Security: As a user of the Services, you are responsible for implementing reasonable and appropriate measures to secure your access to and use of the Services. If you become aware of any vulnerabilities or breaches related to your use of the Services, you must promptly notify 99GENS LLC and provide details of the vulnerability or breach.
(c) Processing of Personal Data: If your use of the Services involves the processing of personal data, you are required to provide legally adequate privacy notices and obtain necessary consents for the processing of such data. You represent to us that you are processing such data in accordance with applicable law. If you are governed by the GDPR or CCPA and will be using 99GENS LLC for the processing of "personal data" as defined in the GDPR or "Personal Information," please fill out this form to request to execute our Data Processing Addendum.
6. Term and Termination
(a) Termination: These Terms shall become effective upon your first use of the Services and shall remain in effect until terminated. You have the right to terminate these Terms at any time and for any reason by discontinuing your use of the Services and Content. We have the right to terminate these Terms for any reason by providing you with at least 30 days' advance notice. We also have the right to terminate these Terms immediately upon notice to you if you materially breach Sections 2 (Usage Requirements), 5 (Confidentiality, Security and Data Protection), 8 (Dispute Resolution), or 9 (General Terms), if there are changes in relationships with third-party technology providers outside of our control, or to comply with law or government requests.
(b) Effect of Termination: Upon termination, you must stop using the Services, and you shall promptly return or destroy any confidential information as instructed by us. Sections of these Terms that by their nature should survive termination or expiration shall survive, including but not limited to Sections 3 (Ownership and License), 5 (Confidentiality, Security and Data Protection), 6 (Indemnification), 7 (Limitations of Liability), and 8 (Dispute Resolution).
7. Indemnification; Disclaimer of Warranties; Limitations on Liability
(a) Indemnification: You agree to defend, indemnify, and hold harmless us, our affiliates, and our personnel from any claims, losses, and expenses (including attorneys' fees) arising from or related to your use of the Services, including your Content, products, or services developed or offered in connection with the Services, and your breach of these Terms or violation of applicable law.
(b) Disclaimer of Warranties: THE SERVICES ARE PROVIDED "AS IS." WE, OUR AFFILIATES, AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO THE SERVICES AND DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE, OR ERROR-FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.
(c) Limitation of Liability: NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS AND DISCLAIMERS ARE ESSENTIAL ELEMENTS OF THESE TERMS, AND THAT ABSENT SUCH LIMITATIONS AND DISCLAIMERS, WE WOULD NOT ENTER INTO THESE TERMS.
8. Dispute Resolution
YOU AGREE TO THE FOLLOWING MANDATORY MEDIATION AND CLASS ACTION WAIVER PROVISIONS:
(a) MANDATORY MEDIATION. You and 99GENS LLC agree to resolve any claims relating to these Terms or our Services through final and binding mediation, except that you have the right to opt out of these mediation terms, and future changes to these mediation terms, by filling out this form within 30 days of agreeing to these mediation terms or the relevant changes.
(b) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against 99GENS LLC, you agree to try to resolve the dispute informally by sending us notice at [email protected] of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
8. Dispute Resolution
YOU AGREE TO THE FOLLOWING MANDATORY MEDIATION AND CLASS ACTION WAIVER PROVISIONS:
(a) MANDATORY MEDIATION. You and 99GENS LLC agree to resolve any claims relating to these Terms or our Services through final and binding mediation, except that you have the right to opt out of these mediation terms, and future changes to these mediation terms, by filling out this form within 30 days of agreeing to these mediation terms or the relevant changes.
(b) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against 99GENS LLC, you agree to try to resolve the dispute informally by sending us notice at [email protected] of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process.
(c) Mediation Forum. Either party may commence mediation through a mutually agreed alternative dispute resolution provider. The parties will pay equal shares of the mediation fees. If the mediator finds that you cannot afford to pay the mediation fees and cannot obtain a waiver, 99GENS LLC will pay them for you. 99GENS LLC will not seek its attorneys’ fees and costs in mediation unless the mediator determines that your claim is frivolous.
(d) Mediation Procedures. The mediation will be conducted by telephone, based on written submissions, video conference, or on Zoom or at another mutually agreed location. The mediation will be conducted by a sole mediator under its then-prevailing rules. All issues are for the mediator to decide, including but not limited to issues relating to the scope, enforceability, and arbitrability of this Section. The amount of any settlement offer will not be disclosed to the mediator by either party until after the mediator determines the final award, if any.
(e). Exceptions. This mediation clause does not require mediation of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement.
(f) NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class mediations, class actions, private attorney general actions, and consolidation with other mediations are not allowed. If for any reason a dispute proceeds in court rather than through mediation, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.
(g) Severability. If any part of this Section 8 is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class or representative mediation, this Section 8 will be unenforceable in its entirety. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the mediator.
9. General Terms
(a) Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and 99GENS LLC or any of 99GENS LLC affiliates. 99GENS LLC and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
(b) Use of Brands. You may not use 99GENS LLC’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
(c) U.S. Federal Agency Entities. The Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
(d) Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.
(e) Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.
(f) Notices. All notices will be in writing. We may notify you using the registration information you provided or the email address associated with your use of the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. 99GENS LLC accepts service of process at this address: 99GENS LLC., 651 N. BROAD ST., SUITE 201, MIDDLETOWN DE 19709, Attn: [email protected]. Meetings to discuss disputes shall take place via ZOOM.
(g) Waiver and Severability. If you do not comply with these Terms, and 99GENS LLC does not take action right away, this does not mean 99GENS LLC is giving up any of our rights. Except as provided in Section 8, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
(h) Export Controls. The Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists. You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.
(i) Equitable Remedies. You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to 99GENS LLC and its affiliates, and 99GENS LLC shall have the right to seek injunctive relief against you in addition to any other legal remedies.
(j) Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and 99GENS LLC regarding the use of the Services and, other than any Service-specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and 99GENS LLC on that subject.
(k) Jurisdiction, Venue and Choice of Law. These Terms will be governed by the laws of the State of California, excluding California’s conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of Los Angeles, California USA, with any necessary court appearances conducted via Zoom, unless otherwise mandated in person by the courts.