Terms of Use

Article 1 - Definitions

In these Autoenhance Terms of Use the terms listed below, written with an initial capital, have the following meaning:

1. Account: a personal section that contains a unique set of data linked to one (1) Customer and one (1) User.  An Account is created by Customer and managed by Customer and/or User.
2. Autoenhance: Autoenhance.ai Limited, the provider of the Services
3. Bug: a technical defect in the Service which does not materially inhibit the use thereof – given the nature and purpose of the Service -, at the sole discretion of Autoenhance.
4. Customer: The company or organisation, owner of, and responsible for, the Account through which User may use the Services and access the Dashboard.
5. Dashboard: Autoenhance’s secured web environment, which is subject to these Terms & Conditions.
6. Effective Date: the date as of which the Agreement is effective, as set forth in the Agreement.
7. Error: a technical defect in the Service which materially inhibits the use of the Service – given the nature and purpose of the Service -, at the sole discretion of Autoenhance.
8. Intellectual Property Rights: all world-wide intellectual property rights, whether registered or not, such as patents, copyrights, trademarks, designs, models, know-how and all proprietary and/or commercial rights, trade secret rights, tools, documentation, internet domain names, etc.
9. Output Image: A digital image file consisting of a combination of Source Material and any other material, and which is generated through use of the Service by User.
10. Privacy Policy: The document containing Autoenhance’s Privacy and GDPR policy.
11. Service(s): the service that Autoenhance provides to Users by means of the Software and the Dashboard.
12. Server(s): computer(s) that run parts of the Software and on which data, such as for instance – but not limited to – Source Material and Output Images are saved.
13. Software: the software as specified in writing by Autoenhance as part of the Agreement.
14. Source Material: digital image or text files which the Users have uploaded to the Servers using the Software.
15. Terms of Use: these Autoenhance Terms of Use.
16. User: a natural person authorised by Customer to make use of the Software and/or the Dashboard.

Article 2 - Applicability and registration for the service

1. These Terms of Use govern any use made of the Service by the User.
2. In order to use the Service, User must be authorised by a Customer under a valid Account. User must provide accurate and complete registration information and keep this information up to date. Failure to do so shall constitute a breach of these Terms of Use, which may result in termination of User’s right of use the Services. User may not: (i) use a false name or an email address owned or controlled by another person; (ii) use as a user ID a name subject to any rights of a person other than yourself without appropriate authorisation; or (iii) create more than one Account per person. Autoenhance reserves the right to refuse registration or cancel a User’s Account in its discretion.
3. User is responsible for keeping the user name and password combination confidential. User will be liable for any use made of the Service via the user name and the password of User. As soon as User knows or has reason to assume that a user name and/or password has/have fallen into the hands of unauthorised parties, User must immediately change the password and inform Autoenhance immediately.
4. Autoenhance reserves the right to change the login procedure, the user name and/or the password if it considers such necessary, for instance if such would be in the interest of a correct functioning of the Service. In such case User will be informed immediately by email, at the most current email address provided by Use through the Dashboard.
5. When signing up on Autoenhance Customer is automatically subscribing to Autoenhance’s mailing list. Customers can unsubscribe from the list at any time.

Article 3 - Right of use

1. Provided User has been authorised by a Customer under a valid and active Account, and provided User has accepted these Terms of Use, and provided that User is not in breach of any of its obligations towards Autoenhance, Autoenhance grants to User a non-exclusive, non-transferable, non-sublicensable, temporary and conditional right to use the Services, Software and the Dashboard.

Article 4 - The service and warranties

1. User accepts that the Service provides only the functionality and other properties that it finds in the Service at the time of use. The Service is provided “as is”. User acknowledges that while Autoenhance takes all reasonable precautions to ensure that its functionality and Service are serviceable, functional and free of software flaws, failures, errors or faults the User acknowledges that the Service may contain Errors and Bugs and that the Service may produce incorrect or unexpected results or behave in an unexpected ways. Autoenhance does not guarantee that the Service can be accessed at all times and will be free from any interruptions or breakdowns. User acknowledges and accepts that only Users are responsible for arranging backups of any data. Under no circumstances shall Autoenhance be responsible for the recovery of scrambled or lost data.
2. For each Account, unless a data storage period is specified in Customer’s Dashboard, Autoenhance is not obliged to retain Customer’s data, uploaded images or enhanced images longer than 24 hours.
3. Autoenhance does not guarantee that Software and/or the Dashboard will work (fully and accurately) on all devices, computer systems, cameras, lenses, image formats, browsers and/or all operating systems.
4. User is aware and agrees that User data, such as for instance – but not limited to – Source Material, Output Images and/or personal data, are accessible to the Customer.
5. Autoenhance expressly excludes any express and tacit guarantees, undertakings and indemnities of any nature whatsoever, including but not limited to guarantees, undertakings and indemnities regarding the quality, safety, availability, lawfulness, integrity and correctness of the Service.
6. Autoenhance has the right, with prior notification and without thereby becoming liable for damages towards Users, to suspend or terminate the Service, whether or not temporarily, and/or to limit its use, if such is reasonably required for maintenance or updating the Service.
7. Autoenhance has the right, without any prior notification, to make procedural and technical modifications and/or improvements to the Service.
8. Autoenhance may implement upgrades and/or updates available from time to time with regard to the Software, but is under no obligation to do so.  Unless Autoenhance informs User otherwise, User is not required to always use the latest upgrades and updates of the Software, however, support services and any guarantees in connection to certain versions of Software will not be available or valid anymore after one (1) month of the release date of an upgrade or update of the Software. In addition, older versions of the Software might become subject to limited functionality, errors and defects, due to incompatibility or other causes.

Article 5 - Responsibility of users of the services

1. User is aware and accepts that Autoenhance has no knowledge of any Source Material. Autoenhance does not inspect and/or edit (other than through a fully automated software process) any Source Material or Output Image. Users are fully responsible and liable for all acts that it performs using the Service, in particular the creation, processing, provision and distribution of Source Material and Output Image.
2. Users’ access to, and all use of the Services must be lawful and must be in compliance with these Terms of Use, and any other agreement between User and Autoenhance. To the extent User restricts or inhibits other users from enjoying the Services, Autoenhance may limit, change, or terminate User privileges and use of the Services.
3. When accessing or using the Services, Users must behave in a civil and respectful manner at all times. Autoenhance specifically prohibits any use of the Services, and User agrees not to, and not to allow other Users to, use the Services, for any of the following:
   1. Engaging in conduct that would constitute a criminal offence, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation that would fail to comply with accepted Internet protocol;
   2. Communicating, transmitting, or posting material that is copyrighted or otherwise owned by a third party unless User is the copyright owner or have the permission of the owner to post it;
   3. Communicating, transmitting, or posting material that reveals trade secrets, unless User owns them or has permission of the owner;
   4. Communicating, transmitting, or posting material that infringes on any other intellectual property, privacy or publicity right of another;
   5. Attempting to interfere in any way with the Services, or Autoenhance networks or network security, or attempting to use the Services Website to gain unauthorised access to any other computer system;
   6. Accessing data not intended for User, or logging on to a server or account, which User is not authorised to access;
   7. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorisation (or succeeding in such an attempt);
   8. Attempting to interfere or interfering with the operation of the Services, or Autoenhance’s services to any other users of the Services, Autoenhance’s hosting provider or Autoenhance network, including, without limitation, via means of submitting a virus to the Website, overloading, “flooding”, “mail bombing” or “crashing” the Website.
4. By making any content available via the Services, including Source Material and Output Image, User represents and warrants that:
   1. the downloading, copying and use of such content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
   2. such content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
   3. such content is not spam, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unethical or unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
   4. such content is not obscene, libelous, hateful or racially or ethnically objectionable, and does not violate the privacy or publicity rights of any third party;
5. Autoenhance reserves the right, if it believes that there is reason to do so, without further notification and without becoming liable for damages, to suspend access and/or remove content related to an Account, in particular but not only in cases in which Users in Autoenhance’s opinion violate this Article 5, or one of the other provisions of these Terms of Use, without prejudice to its right to take further legal measures and/or entitlement to damages.

Article 6 - Intellectual property rights

1. The Intellectual Property Rights regarding the Services, the Dashboard, the Software, and the Autoenhance website, including, without limitation, the Intellectual Property Rights on the texts, pictures, design, photographs, software, audio-visual material and other material (excluding Source Material and Output Image) are and remain the sole property of Autoenhance and/or its licensors, subject to the license provided in these Terms of Use.
2. User warrants and guarantees that the Intellectual Property Rights regarding all of the Source Material used and to be used through the Account is legally owned or licensed by User, and Autoenhance is hereby granted an irrevocable, non-exclusive, sub-licensable, worldwide right to use such Source Material and Output Image in connection to the Services and Autoenhance’s business purposes, which includes the right to use the Source Material to create Output Images, for training the AI Software and for promotional business purposes of Autoenhance, which rights will survive termination of the Services and/or Agreement.
3. User explicitly agrees that Autoenhance is allowed to grant an unlimited sublicense of all rights set forth in Section 6.2 to the Customer.
4. For as long as Autoenhance owns such rights, Autoenhance grants to User a non-exclusive, transferable, sub-licensable, perpetual right in connection to the use of Output Images. Autoenhance will not grant third parties any licenses in connection to Output Images, without written consent of User.
5. User agrees and covenants not to copy, modify, translate, or reverse engineer the Services, or any portion thereof.
6. User is not allowed to use logos, trademarks, trade names and/or other graphic expressions of Autoenhance unless Autoenhance has explicitly given its written consent thereto.

Article 7 - Privacy

1. Refer to Autoenhance’s Privacy Policy.

Article 8 - Liability, limitation of damages and indemnification

1. AUTOENHANCE DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE SERVICES. NEITHER AUTOENHANCE NOR ITS OFFICERS OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND USER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO THE SERVICES.
2. USER IS SOLELY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES CONDUCTED THROUGH THE ACCOUNT AND THE SERVICES, EVEN IF SUCH ACTIVITIES WERE TO OCCUR WITHOUT USER’S PERMISSION. NEITHER AUTOENHANCE NOR ITS OFFICERS OR EMPLOYEES OR AFFILIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND USER HEREBY WAIVES ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING OR RELATING TO ALL SUCH ACTS AND OMISSIONS.
3. IN NO EVENT SHALL USER AND AUTOENHANCE, ITS AFFILIATES OR ITS LICENSORS BE LIABLE, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, OR INTERRUPTION OF BUSINESS.
4. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS TO THE CONTRARY, AUTOENHANCE AND USERS’S AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND SHALL NOT EXCEED TEN THOUSAND USD (US$ 10,000).
5. THE LIMITATIONS ON AUTOENHANCE’S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT AUTOENHANCE, ITS EMPLOYEES, LICENSORS OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.
6. USER AGREES TO INDEMNIFY, DEFEND AND HOLD AUTOENHANCE, ITS PRESENT AND FUTURE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, PENALTIES, LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS’ FEES, IN CONNECTION WITH OR ARISING OUT OF A BREACH OF THESE TERMS OF USE BY USER, INCLUDING CLAIMS THAT THE USE AND/OR PUBLICATION OF SOURCE MATERIAL AND/OR OUTPUT IMAGE INFRINGE UPON THIRD PARTY RIGHTS.

Article 9 - Duration and termination

1. User’s right to access and use the Service is limited to the term and duration of a valid and active Account and authorisation by the Customer.
2. In addition, Autoenhance may terminate User’s access and use of the Service, or suspend Autoenhance’s delivery of Services at any time: (i) if User is in breach of these Terms of Use; (ii) if Autoenhance reasonably suspects that User is using the Services to breach the law, the Terms of Use,  or infringe third party rights; (iii) for a force majeure event that continues for more than ten (10) days upon notice; or (iv) if required due to change in laws/regulation by a regulator or authority with a lawful mandate,.
3. Upon the effective date of termination of the Services to User for any reason whatsoever, User’s right to access and use the Service will end immediately. Upon the effective date of termination Autoenhance may immediately remove the Account and all content connected to the Account, including the Source Material and Output Image. Upon termination of the Agreement for any reason whatsoever, Autoenhance will not be liable, or liable for damages, towards User in any manner whatsoever.

Article 10 - Miscellaenous

1. If any provision of these Terms of Use or any other agreement between the parties, is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original meaning of the terms or agreement in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions shall remain in full force and effect.
2. Autoenhance will not be liable for any delay in performing or failure to perform any of its obligations under these Terms of Use caused by events beyond its reasonable control. Autoenhance will notify User in writing of the reasons for the delay or stoppage (and the likely duration) and will take all reasonable steps to overcome the delay or stoppage.
3. User is not permitted to assign, delegate or otherwise transfer any rights hereunder.  Any such attempted assignment, delegation or transfer will be null and void.  Autoenhance is permitted at its sole discretion to assign the any rights or obligations hereunder to any third party, without giving prior notice.
4. These Terms of Use contain the entire agreement between Autoenhance and User regarding User’s access and use of the Services, and supersedes and replaces any previous communications, representations or agreements, or User’s additional or inconsistent terms, whether oral or written.
5. The failure to exercise, or delay in exercising, a right, power or remedy provided by these Terms of Use,  or by law shall not constitute a waiver of that right, power or remedy. If Autoenhance waives a breach of any provision of these Terms of Use, this shall not operate as a waiver of a subsequent breach or that provision or as a waiver of a breach of any other provision.
6. Any agreement between the parties is for the sole benefit of the parties thereto and, except as otherwise contemplated therein, nothing therein expressed or implied shall give or be construed to give any person, other than the parties thereto, any legal or equitable rights thereunder.
7. Unless stated otherwise in writing, any and all agreements between the parties shall be governed by and construed in accordance with the laws of England and Wales. All disputes and controversies arising out of or relating to these Terms or the relationship of the parties shall be finally and bindingly resolved in the courts of England and Wales. The language of the arbitration shall be English. Any award, verdict or settlement issued may be entered by any party for order of enforcement by any court of competent jurisdiction. ANY CAUSE OF ACTION AGAINST AUTOENHANCE, REGARDLESS WHETHER IN CONTRACT, TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

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