Terms of Use

Effective date: Nov 8, 2019

Welcome to Prisma Labs, Inc. ("Company", "we", "us" or "our"), a mobile technology company specializing in deep learning-related products. Our goal is to move forward mobile photography creation to the next level using neural networks, deep learning and computer vision technics. We aim to create new ways for people to express their emotions through the camera.

These Terms of Use (these "Terms") apply to all users and others who download, install, register with, access or use ("Use" and "Users", "you", as applicable) our mobile application Prisma Photo Editor ("Prisma" or "application").

By downloading Prisma, you agree to these Terms. If you do not agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 15 (Dispute Resolution; Binding Arbitration), do not Use Prisma.

If you have any questions about these Terms or Prisma, please contact us at [email protected].

1. DESCRIPTION OF PRISMA

Prisma is an application based software that uses artificial intelligence algorithms to transform your photos into works of art or change the background or foreground, overlay objects with different objects and clone/copy the style or effects from other image. The artificial intelligence algorithms use styles inspired by various famous artists. Prisma allows you to (i) take photos Using the application or (ii) upload preexisting photos onto the application. You can then apply different stylized filters or effects to the photos. Once you choose a filter or effect, Prisma’s algorithm runs, transforming the photo. You can then share the photos through social media sites or store them for personal use.

2. ELIGIBILITY

General age limitation. You must be at least 13 years of age to Use Prisma. If you are under 18 years of age (or the age of legal majority where you live), you may only Use Prisma under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a User under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such User in connection with Prisma. If you are Using Prisma on behalf of another person or entity, you represent that you are authorized to accept these Terms on that person or entity’s behalf and that the person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.

Age limitation for the European Economic Area ("EEA") residents. Due to requirements of the General Data Protection Regulation ("GDPR") you shall be at least 16 years old in order to Use Prisma. To the extent prohibited by applicable law, we do not allow Use of Prisma by the EEA residents younger than 16 years old. If you are aware of anyone younger than 16 using Prisma, please contact us at [email protected] and we will take reasonable steps to delete such User account of such person and preclude such person from re-registering with Prisma.

You represent and warrant that you have the full power and authority to enter into this agreement and that in doing so you will not violate any other agreement to which you are a party and that you have not been previously suspended or removed from Using Prisma. You further agree to Use Prisma in compliance with all applicable laws. Prisma is not available to any Users previously prohibited from Using it.

3. USER ACCOUNTS AND ACCOUNT SECURITY

You may need to use your credentials (e.g., username and password) from a third-party online platform to access Prisma. You must maintain the security of your third party account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of such Users that occur in connection with your account.

4. PRIVACY

Please refer to our Privacy Policy for information about how we collect, use and disclose information about you when you Use Prisma.

5. USER CONTENT

Prisma may allow you and other Users to create, post, store and share content, including messages, text, photos, software and other materials (collectively, "User Content"). Except for the Company License you grant us below, you retain all rights in and to your User Content, as between you and us. Further, we do not claim ownership of any User Content that you post on or through Prisma.

You grant us a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, transferable sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your User Content and any name, username or likeness provided in connection with your User Content in all media formats and channels now known or later developed, without compensation to you (the "Company License"). When you post or otherwise share your User Content on or through Prisma, you understand that your User Content and any associated information (such as your username, location or profile photo) will be visible to the public.

You grant us consent to use the User Content, regardless of whether it includes an individual’s name, likeness, voice or persona, sufficient to indicate the individual’s identity. By Using Prisma, you agree that your User Content may be used for commercial purposes. You further acknowledge that our use of your User Content for commercial purposes will not result in any injury to you or to any person you authorized to act on your behalf. You acknowledge that Prisma is supported by advertising revenue and may display advertisements and promotions, and you hereby agree that we may place such advertisements and promotions on Prisma or in conjunction with your User Content. The manner, mode and extent of such advertisements and promotions are subject to change without specific notice to you. You acknowledge that we may not always identify paid services, sponsored content, or commercial communications as such.

You represent and warrant that: (i) you own the User Content stylized by you on or through Prisma or otherwise have the right to grant the rights and licenses set forth in these Terms; (ii) you agree to pay for all royalties, fees, and any other monies owed by reason of the User Content you stylize on or through Prisma; and (iii) you have the legal right and capacity to enter into these Terms in your jurisdiction.

You may not create, post, store or share any User Content that violates these Terms or to which you do not have all the rights necessary to grant us the Company License described above. Although we have no obligation to screen, edit or monitor the User Content, we may delete or remove the User Content at any time and for any reason.

The User Content removed from Prisma may continue to be stored by us, including, without limitation, in order to comply with our certain legal obligations. Prisma is not a backup service and you agree that you will not rely on Prisma for the purposes of the User Content backup or storage. We will not be liable to you for any modification, suspension or discontinuation of Prisma, or the loss of any User Content.

6. PROHIBITED CONDUCT AND CONTENT

You will not violate any applicable contract, intellectual property law or any other applicable law or other third-party rights (including the Company rights) or commit a tort, and you are solely responsible for your conduct while Using Prisma. You represent, warrant and agree that you will not Use Prisma by uploading the User Content or otherwise, or encourage or assist any other party to Use Prisma to:

• Engage in any harmful, fraudulent, deceptive, harassing, threatening, intimidating, predatory, defamatory, obscene or stalking or otherwise objectionable conduct.
• Use or attempt to Use another User’s account without authorization from that User and us.
• Use Prisma in any manner that could interfere with, disrupt, negatively affect or inhibit other Users from fully enjoying Prisma or that could damage, disable, overburden or impair the functioning of Prisma in any manner.
• Decompile, reverse engineer any aspect of Prisma or do anything that might discover the source code or bypass or circumvent measures employed to prevent or limit your access to any part of Prisma.
• Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of Prisma that you are not authorized to access.
• Develop or Use any third-party applications that interact with Prisma without our prior written consent, including any scripts designed to scrape or extract data from Prisma.
• Use Prisma for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.

You may also only post or otherwise share the User Content that is non-confidential and you have all necessary rights to disclose. You may not create, post, store or share any User Content that:

• Is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent.
• Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any person or otherwise create liability or violate any local, state, national or international law.
• May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any person.
• Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences.
• Impersonates, or misrepresents your affiliation with, any person or entity.
• Contains any unsolicited promotions, political campaigning, advertising or solicitations.
• Contains any private or personal information of a third party without such third party’s consent.
• Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content.
• Is, in our sole judgment, objectionable or that restricts or inhibits any other person from Using or enjoying Prisma, or that may expose us or others to any harm or liability of any type.

We reserve the right, in our discretion and at any time, to remove any User Content from Prisma or suspend or discontinue Prisma, introduce new features or impose limitations on certain features, or restrict access to Prisma.

7. LIMITED LICENSE; COPYRIGHT AND TRADEMARK

Prisma and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, page headers, button icons, scripts, service marks, logos, slogans, filters and other content contained therein (collectively, "Prisma Content") are owned by us or licensed to us and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, we and our licensors reserve all rights in and to Prisma and the Prisma Content. You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to Use Prisma and the Prisma Content for your own personal use ("User License"); however, such User License is subject to these Terms and does not include any right to: (i) sell, resell or commercially use Prisma or the Prisma Content; (ii) copy, reproduce, distribute, publicly perform or publicly display the Prisma Content, except as expressly permitted by us or our licensors; (iii) modify the Prisma Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of Prisma or the Prisma Content, except as expressly set forth in these Terms; (iv) use any data mining, robots or similar data gathering or extraction methods; or (v) Use Prisma or the Prisma Content other than as expressly provided in these Terms. Any Use of Prisma or the Prisma Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the User License granted under these Terms. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Prisma Content.

8. FEEDBACK

Any questions, comments, suggestions, ideas, original or creative materials or other information you submit about us or Prisma (collectively, "Feedback"), is non-confidential and will become our sole property. We will own exclusive rights, including, without limitation, all intellectual property rights, in and to your Feedback and will be entitled to the unrestricted use and dissemination of your Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

9. COPYRIGHT INFRINGEMENT

As Prisma was designed to facilitate social interaction and enable uploading of the User Content, we have a policy of limiting access to Prisma and terminating the accounts of the Users who infringe the intellectual property rights of others. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe that any User uploaded the User Content within Prisma that infringes any copyright that you own or control, or infringes copyright of any other person that you may know, you may request removal of that User Content (or access to it) from Prisma by submitting a written notification to our copyright agent designated below. In accordance with the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), such written notice ("DMCA Notice") must include substantially the following:

• A physical or electronic signature of the copyright owner, or a person authorized to act on behalf of the owner, of an exclusive copyright that has allegedly been infringed.
• Identification of the copyrighted work claimed to have been infringed or, if the claim involves multiple works on Prisma, a representative list of such works.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material on Prisma.
• Information reasonably sufficient to permit us to contact you, such as your name, postal address, telephone number and if available, email address.
• A statement that you have a good faith belief that Use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our designated Copyright Agent to receive the DMCA Notices is:

Copyright Agent	Andrey Usoltsev
Address:	440 N Wolfe Rd Sunnyvale, CA 94085 Suite #: D2028
Telephone Number:	+1 (650) 215-8003
E-Mail Address:	[email protected]

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Please be aware that if you knowingly materially misrepresent that any material or activity within Prisma is infringing your copyright or the copyright of a person that you know, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

If we become aware that any of our Users have repeatedly infringed copyrights, we will take reasonable steps to disable and/or terminate the accounts of such Users.

10. INDEMNIFICATION

To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless us and each of our respective officers, directors, agents, partners and employees (individually and collectively, "Company Parties") from and against any loss, liability, claim, demand, damages, expenses or costs ("Claims") arising out of or related to (i) your Use of Prisma; (ii) your User Content or Feedback; (iii) your violation of these Terms; (iv) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (v) your conduct in connection with Prisma. You agree to promptly notify the Company Parties of any third party Claims, cooperate with the Company Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You also agree that the Company Parties will have control of the defense or settlement of any third party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and us or the other Company Parties.

11. DISCLAIMERS

We do not control, endorse or take responsibility for any User Content or third-party content available on or linked to Prisma.

Your Use of Prisma is at your sole risk. Prisma is provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, we do not represent or warrant that Prisma is accurate, complete, reliable, current or error-free. While we attempt to make your access to and use of Prisma is safe, we cannot and do not represent or warrant that Prisma or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of Prisma.

12. LIMITATION OF LIABILITY

The Company and the other Company Parties will not be liable to you under any theory of liability — whether based in contract, tort, negligence, strict liability, warranty, or otherwise — for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if you have been advised of the possibility of such damages.

The total liability of the Company and the other Company Parties, for any claim arising out of or relating to these Terms or Prisma, regardless of the form of the action, is limited to the amount paid, if any, by you to Use Prisma.

The limitations set forth in this Section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of the Company or the other Company Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.

13. RELEASE

To the fullest extent permitted by applicable law, you release the Company and the other Company Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between the Users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542 as well as any other statute or common law principles that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

14. TRANSFER AND PROCESSING DATA

Transfer and storage of information about you, whilst you Use Prisma, is governed by our Privacy Policy.

15. DISPUTE RESOLUTION; BINDING ARBITRATION

Please read the following Section carefully because it requires you to arbitrate certain disputes and claims with the Company and limits the manner in which you can seek relief from us.

Except for small claims disputes in which you or the Company seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or the Company seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and the Company waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or Prisma resolved in court. Instead, all disputes arising out of or relating to these Terms or Prisma will be resolved through confidential binding arbitration held in Santa Clara County, California in accordance with the Streamlined Arbitration Rules and Procedures ("Rules") of the Judicial Arbitration and Mediation Services ("JAMS"), which are available on the JAMS website and hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.

You and the Company agree that any dispute arising out of or related to these Terms or Prisma is personal to you and the Company and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and the Company agree that these Terms affect interstate commerce and that the enforceability of this Section 15 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA"), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and the Company agree that for any arbitration you initiate, you will pay the filing fee and the Company will pay the remaining JAMS fees and costs. For any arbitration initiated by the Company, the Company will pay all JAMS fees and costs. You and the Company agree that the state or federal courts of the State of California and the United States sitting in Santa Clara County, California have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.

ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR PRISMA MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM AROSE; OTHERWISE, THE CLAIM IS PERMANENTLY BARRED, WHICH MEANS THAT YOU AND THE COMPANY WILL NOT HAVE THE RIGHT TO ASSERT THE CLAIM.

You have the right to opt out of binding arbitration within 30 days of the date you first accepted the terms of this Section 15 by notifying the Company in writing. The notification must be sent to:

Prisma Labs, Inc.

Re: Arbitration Opt-out

440 N Wolfe Rd

Sunnyvale, CA 94085

[email protected]

In order to be effective, the opt-out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with Section 16.

16. GOVERNING LAW AND VENUE

These Terms and your Use of Prisma will be governed by, construed and enforced in accordance with the laws of California, without regard to conflict of law rules or principles (whether of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between you and the Company that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of California and the United States, respectively, sitting in Santa Clara County, California.

17. CHANGES TO THESE TERMS

We may make changes to these Terms from time to time. If we make changes, we will post the amended Terms to Prisma and update the "Effective date" above. We may also attempt to notify you by sending an email notification to the address associated with your account, if any, or providing notice through Prisma. Unless we say otherwise in our notice, the amended terms will be effective immediately and your continued Use of Prisma after we provide notice will confirm your acceptance of those changes. If you do not agree to the amended terms, you must stop Using Prisma.

18. ELECTRONIC COMMUNICATIONS

By Using Prisma, you also consent to receive electronic communications from us (e.g., via email or by posting notices on Prisma). These communications may include notices about your account (e.g., payment authorizations, password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including but not limited to that such communications shall be in writing.

19. TERMINATION

We reserve the right, without notice and in our sole discretion, to terminate your right to Use Prisma. We are not responsible for any loss or harm related to your inability to Use Prisma.

20. SEVERABILITY

If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

21. ADDITIONAL TERMS APPLICABLE TO IOS DEVICES

The following terms apply if you Use Prisma on any device that contains the iOS mobile operating system ("App") developed by Apple Inc. ("Apple").

• Acknowledgement. You acknowledge that these Terms are concluded solely between you, and not with Apple, and us, not Apple. We are solely responsible for the App and the content thereof. You further acknowledge that the usage rules for the App are subject to any additional restrictions set forth in the usage rules for the Apple App Store terms of service as of the date you download the App, and in the event of any conflict, the usage rules in the Apple App Store shall govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Apple usage rules.
• Scope of License. The license granted to you is limited to a non-transferable license to use the App on any iPhone, iPod touch or iPad that you own or control as permitted by the Apple usage rules set forth in the Apple App Store terms of service.
• Maintenance and Support. You and us acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
• Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. You and the Company acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of the Company. However, you understand and agree that in accordance with these Terms, the Company has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
• Product Claims. You and the Company acknowledge that as between Apple and the Company, the Company, not Apple, is responsible for addressing any claims relating to the App or your possession and/or use of the App, including, but not limited to (i) product liability claims, (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under consumer protection or similar legislation.
• Intellectual Property Rights. You and the Company acknowledge that, in the event of any third party claim that the App or your possession and use of the App infringe third party’s intellectual property rights, the Company, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
• Legal Compliance. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
• Developer Name and Address. Any questions, complaints or claims with respect to the App should be directed to:

  Prisma Labs, Inc.

  440 N Wolfe Rd

  Sunnyvale, CA 94085

  Suite #: D2028

  [email protected]

• Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when Using Prisma.
• Third-Party Beneficiary. You and the Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof).

22. MISCELLANEOUS

These Terms constitute the entire agreement between you and us relating to your Use of Prisma. The failure of us to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The Section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of you and the Company and are not intended to confer third party beneficiary rights upon any other person or entity.