Effective date: March 5, 2020
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 are a binding contract between you and us. By accepting these Terms through Using Prisma, you are accepting and agreeing to these Terms on behalf of yourself or the entity that you represent in connection with the Use of 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 such person or entity agrees to be responsible to us if you or the other person or entity violates these Terms.
By Using 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 13 (Dispute Resolution; Binding Arbitration), do not Use Prisma. Your continued Use of Prisma will confirm your acceptance of these Terms.
If you have any questions about these Terms or Prisma, please contact us (for contact information, please, see How to Contact Us Section).
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.
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.
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 preclude such person from Using 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.
Prisma may allow you to create, store and share photos (“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.
You grant us a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, transferable, sub-licensable license to use, reproduce, modify, adapt, translate, create derivative works from and transfer your User Content, without any additional compensation to you (the “Company License”).
You grant us consent to use the User Content, regardless of whether it includes an individual’s name, likeness 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 and agree 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 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, 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.
We will not be liable to you for any modification, suspension or discontinuation of Prisma, or the loss of any User Content.
You will not violate any applicable contract, intellectual property law, 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 (all of the following conduct includes any attempts to perform it):
You may only share the User Content that is non-confidential and you have all necessary rights to disclose. You may not create, store or share any User Content that:
We have the right to monitor your Use of Prisma to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We have the right to investigate violations of these Terms or conduct that affects Prisma. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the applicable law.
We reserve the right, in our discretion and at any time, to suspend or discontinue Prisma, introduce new features or impose limitations on certain features, or restrict access to Prisma.
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, nonsublicensable, 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.
Prisma may include virtual services or tools that can be licensed for a fee, typically via in-app purchase (“Purchased Content”). You may only use the Purchased Content if you are over 18 years old, and only on a limited, personal, nontransferable, nonsublicensable and revocable basis for non-commercial use only. We reserve the right to manage, regulate, control, modify, or eliminate Purchased Content at any time (and in case of subscriptions, after a specified time under terms of a respective subscription). Upon the Purchased Content being available to you (and in case of subscriptions, after the Purchased Content has been available to you for a specified time under terms of a respective subscription), our obligations to provide the Purchased Content are deemed fulfilled, and we make no representation that the Purchased Content will be available to the purchaser for any length of time (otherwise as may be specified in terms of a respective subscription), nor that Prisma will continue to support the Purchased Content (otherwise as may be specified in terms of a respective subscription). SUBJECT TO MANDATORY LEGISLATION, YOU ACKNOWLEDGE THAT WE ARE NOT REQUIRED TO PROVIDE A REFUND FOR THE PURCHASED CONTENT FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR THE UNUSED PURCHASED CONTENT, WHETHER YOUR LOSS WAS VOLUNTARY OR INVOLUNTARY.
We welcome any your feedback, questions, comments, suggestions, ideas, original or creative materials or other information you submit about us or Prisma (collectively, “Feedback”). You can submit Feedback by contacting us (please, see How to Contact us Section). Your 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.
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), and (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.
We do not control, endorse or take responsibility for any User Content (and its loss) or third-party content available on or linked to Prisma. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.
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 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.
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. In no event will the Company’s total liability arising out of or in connection with these Terms or from the Use of or inability to Use Prisma exceed the amounts you have paid to Use Prisma or ten ($10) U.S. dollars, if you have not had any payment obligations to the Company, as applicable. The exclusion and limitations of damages set forth above are fundamental elements of the basis of the bargain between the Company and you.
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.
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.
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 13 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 13 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
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 14.
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.
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. You are expected to check our terms regularly so you are aware of any changes, as they are binding on you. We may also attempt to notify you by 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.
By Using Prisma, you also consent to receive electronic communications from us (e.g. via notices on Prisma). These communications may include notices about Prisma and the Purchased Content 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.
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. Upon any termination, discontinuation or cancellation of Prisma, all provisions of these Terms, which by their nature should survive, will survive, including without limitation, ownership provisions, warranty disclaimers, limitations of liability and dispute resolution provisions.
The following terms apply if you Use Prisma on any device that contains the iOS mobile operating system (“App”) developed by Apple Inc. (“Apple”).
Prisma Labs, Inc.
440 N Wolfe Rd
Sunnyvale, CA 94085
If you have any questions, complaints or claims with respect to these Terms or Prisma, please contact us via email at [email protected] or our mailing address:
Prisma Labs, Inc.
440 N Wolfe Rd
Sunnyvale, CA 94085
These Terms constitute the entire agreement between you and us relating to Prisma and your Use of Prisma, and these Terms supersede and replace any and all prior oral or written understandings or agreements between the Company and you relating to Prisma and 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 waiver of such right or provision will be effective only if in writing and signed by a duly authorized representative of Company. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If any provision of these Terms is held invalid and unenforceable (either by an arbitrator appointed pursuant to the terms of the Dispute Resolution; Binding Arbitration Section above or by court of competent jurisdiction), that provision will be enforceable to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. 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. You may not assign or transfer your rights under these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer your rights under these Terms, without such consent, will be null and of no effect. We may freely assign or transfer our rights and obligations under these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.