Terms of Service

Welcome to the Terms of Service (these “Terms”) for the website, https://ideogram.ai (the “Website”), and the related mobile applications (the “App”) operated on behalf of Ideogram AI (“Company”, “we” or “us”). The Website and any content, tools, features and functionality offered on or through our Website and the App are collectively referred to as the “Services”.

These Terms govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights. By accessing and/or using the Services, you are agreeing to these Terms. If you do not understand or agree to these Terms, please do not use the Services.

For purposes of these Terms, “you” and “your” means you as the user of the Services. If you use the Services on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.

SECTION 10 CONTAINS AN ARBITRATION CLAUSE AND CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE (A) TO RESOLVE ALL DISPUTES (WITH LIMITED EXCEPTION) RELATED TO THE COMPANY’S SERVICES AND/OR PRODUCTS THROUGH BINDING INDIVIDUAL ARBITRATION, WHICH MEANS THAT YOU WAIVE ANY RIGHT TO HAVE THOSE DISPUTES DECIDED BY A JUDGE OR JURY, AND (B) TO WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, CLASS ARBITRATIONS, OR REPRESENTATIVE ACTIONS, AS SET FORTH BELOW.

YOU HAVE THE RIGHT TO OPT-OUT OF THE ARBITRATION CLAUSE AND THE CLASS ACTION WAIVER AS EXPLAINED IN SECTION 10.

1. WHO MAY USE THE SERVICES

You must be thirteen (13) years of age or older to use the Services. Minors under the age of majority in their jurisdiction but that are at least thirteen (13) years of age are only permitted to use the Services if the minor’s parent or guardian accepts these Terms on the minor’s behalf prior to use of the Services. Children under the age of thirteen (13) are not permitted to use the Services. By using the Services, you represent and warrant that you meet these requirements.

2. THE SERVICES, USER ACCOUNTS, SUBSCRIPTIONS

2.1 User Input and User Output.

As part of your use of the Services, you may be able to input, post, upload and submit information (“User Input”) to the Services, and you may direct the Services to generate and output new content based on your User Input (“User Output”). We do not claim any ownership rights in your User Input or User Output, and we do not restrict your ability to use User Output for your own purposes (including for commercial purposes).

As between us and you, to the extent we acquire any rights in any User Output, we hereby assign to you all right, title and interest in and to such User Output. However, you acknowledge that due to the nature of generative AI tools, your User Output may not be unique and users of the Services may create their own User Output that is similar or the same as your User Output because the same or similar User Input was provided.

Your User Input, User Output, and any other information, materials, or content you post, upload, submit, or make available through the Services, such as your Account handle, Account picture, and comments are collectively referred to herein as “Your Content.” You are responsible for Your Content, including taking all steps necessary to ensure that it does not violate any laws or rights of third parties or these Terms.

2.2 Creating and Safeguarding your Account.

To use certain of the Services, you need to create an account or link another account, such as your Apple, Facebook or Google account (“Account”). You agree to provide us with accurate, complete and updated information for your Account. You can access, edit and update your Account by going to your profile page on the Website or the App.

You are solely responsible for any activity on your Account and for maintaining the confidentiality and security of your password. We are not liable for any acts or omissions by you in connection with your Account. You must immediately notify us at [email protected] if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised, or in case of any actual or suspected unauthorized use of your Account.

You agree not to create any Account if we have previously removed your, or we previously banned you from any of our Services, unless we provide written consent otherwise.

2.3 Subscription Payment.

If you buy or subscribe to any of our paid Services, you agree to pay us the applicable fees and taxes in U.S. Dollars or such other currency we may specify. Failure to pay these fees and taxes will result in the termination of your access to the paid Services. You agree that (A) if you purchase a recurring subscription to any of the Services, we may store and continue billing your payment method (e.g. credit card) to avoid interruption of such Services, and (B) we may calculate taxes payable by you based on the billing information that you provide us at the time of purchase.

We reserve the right to change our subscription plans or adjust pricing for the Services in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise provided in these Terms, any price changes or changes to your subscription plan will take effect following reasonable notice to you.

All subscriptions are payable in accordance with payment terms in effect at the time the subscription becomes payable. Payment can be made by credit card, debit card, or other means that we may make available and you authorize us to charge your payment method for the full purchase amount. You acknowledge and agree that all payment information you provide is accurate, current and complete.

You represent and warrant that you have the legal right to use the payment method you provide to us or our payment processor, including, without limitation, any credit card you provide when completing a transaction. Subscriptions will not be processed until payment has been received in full, and any holds on your account by any other payment processor are solely your responsibility.

2.4 Upgrading a Paid Service.

If, as a subscriber to any of our paid Services, you upgrade to a higher tier of paid Service (an “Upgrade Tier”) before the end of the then-current subscription period, you authorize us to charge you for the difference between the fees and taxes associated with the lower tier of paid Service and the Upgrade Tier for the remainder of the then-current subscription period.

2.5 Subscription Renewals and Cancellations.

You agree that if you purchase a subscription, your subscription will automatically renew at the subscription period frequency referenced on your subscription page (or if not designated, then monthly) and at the then-current rates, and your payment method will automatically be charged at the start of each new subscription period for the fees and taxes applicable to that period.

To avoid future subscription charges, you must cancel your subscription five (5) days before the subscription period renewal date by going to billing management on the Website or the App and clicking “Cancel Subscription”.

2.6 No Subscription Refunds.

Except as expressly set forth in these Terms, payments for any subscriptions to the Services are non-refundable and there are no credits for partially used periods. Following any cancellation by you, however, you will continue to have access to the paid Services through the end of the subscription period for which payment has already been made.

Notwithstanding the foregoing, if the Company suspends, deletes or terminates your Account or the Services for a breach or suspected breach of these Terms, your access to the paid Services will terminate immediately regardless of whether you have paid for the then-current subscription period, and you will not be entitled to any refunds whatsoever.

3. AFFILIATE PROGRAM

We may allow you to earn certain rewards via certain interactions or promotions of our services, which rewards will be offers provided via our affiliate program as described here and in certain other documentation available on the Website or the App regarding the affiliate program (“Affiliate Program”). To participate in the Affiliate Program, you must be eighteen (18) years or older and a content creator, and you must submit an application via the Website or the App.

After you have submitted an application and we have reviewed your application, you will receive an email if you are approved to join the Affiliate Program. Acceptance or denial into the Affiliate Program is at our sole discretion at all times.

If you have been accepted into the Affiliate Program, you will be provided with a personalized link that you may use to refer others to the Services. To earn rewards via the Affiliate Program, an individual that has never previously deleted their Account must use your personalized link to log in or create an Account (such individual, a “Referred User”) and then make a Qualifying Purchase (such individual, a “Referred User”).

For clarity, a Referred User does not include any user who has previously deleted their Account. A “Qualifying Purchase” means a purchase of a paid subscription to use the Services where such purchase is the first time such user has purchased a paid subscription to use the Services, the subscription is not cancelled or refunded, and the purchase of the subscription is made in compliance with these Terms.

For each Referred User that makes a Qualifying Purchase, you will be entitled to receive certain rewards. For more information on the rewards, please refer to the information and documentation regarding the Affiliate Program that is available on the Website or the App.

You agree and acknowledge that you will not attempt to earn rewards through fraudulent, deceitful, artificial, or illegal methods, including by creating multiple accounts, engaging bots or spam, publishing your personalized link on coupon websites, offering compensation in connection with the use of your personalized link, participating in any other paid promotional channels, or having others do any of the foregoing on your behalf.

We reserve the right to terminate or withhold rewards in our discretion for any or no reason. We may also change the rewards that you receive as part of the Affiliate Program or discontinue the Affiliate Program completely, at our sole discretion.

4. YOUR CONTENT

4.1 Your Content License Grant.

In order to operate the Services, we must obtain from you certain license rights in Your Content so that actions we take in operating the Services are not considered legal violations.

Accordingly, by using the Services and uploading Your Content, you grant us a license to access, use, host, cache, store, reproduce, transmit, display, publish, distribute, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) Your Content but solely as required to be able to operate, improve, promote and provide the Services.

You agree that these rights and licenses are royalty-free, transferable, sublicensable, worldwide and irrevocable (for so long as Your Content is stored with us), and include a right for us to make Your Content available to, and pass these rights along to, others with whom we have contractual relationships related to the provision of the Services, solely for the purpose of providing such Services, and to otherwise permit access to or disclose Your Content to third parties if we determine such access is necessary to comply with our legal obligations.

4.2 Remixed User Output.

As part of the Services, users can create remixes or regenerations of someone else’s User Output other than Private Content (“Remixed User Output”).

As part of the foregoing license grant in Section 4.1, you agree that other users of the Services shall have the right to use, reproduce, modify, comment on and/or tag Your Content and/or to use, publish, display, modify or include a copy of Your Content as part of their own use of the Services (including to create Remixed User Output based on your original User Output); except that if we provide you with functionality that allows you to post Your Content privately for non-public display or re-mix on the Services (“Private Content”), the foregoing rights granted to other users shall not apply to such Private Content unless you choose to post or re-generate that Private Content in a public portion of the Services.

To the fullest extent permitted by applicable law, the Company reserves the right, and has absolute discretion, to remove, screen, edit, or delete any of Your Content at any time, for any reason, and without notice, including if the Company determines (whether through use of automated detection software or by other means) that you are in breach of these Terms and regardless of whether you are a subscriber to the paid Services.

By posting or submitting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above.

We do not claim to own any of Your Content, and you should carefully consider whether you should utilize any User Output that is available on the Services for commercial purposes, and what permissions you may need from third parties to do so. We expressly disclaim any liability arising from your use of any User Output for a commercial purpose.

4.3 Notice of Infringement – DMCA (Copyright) Policy.

If you believe that any text, graphics, photos, audio, videos or other materials or works uploaded, downloaded or appearing on the Services have been copied in a way that constitutes copyright infringement, you may submit a notification to our copyright agent in accordance with 17 USC 512(C) of the Digital Millennium Copyright Act (the “DMCA”), by providing the following information in writing:

• (A) identification of the copyrighted work that is claimed to be infringed;
• (B) identification of the allegedly infringing material that is requested to be removed, including a description of where it is located on the Service;
• (C) information for our copyright agent to contact you, such as an address, telephone number and e-mail address;
• (D) a statement that you have a good faith belief that the identified, allegedly infringing use is not authorized by the copyright owners, its agent or the law;
• (E) a statement that the information above is accurate, and under penalty of perjury, that you are the copyright owner or the authorized person to act on behalf of the copyright owner; and
• (F) the physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or of an exclusive right that is allegedly infringed.

Notices of copyright infringement claims should be sent by mail to: Ideogram AI, Attn: DMCA, 320 Bay St, Suite 700, Toronto, ON M5H 4A6; or by e-mail to [email protected]. It is our policy, in appropriate circumstances and at our discretion, to disable or terminate the accounts of users who repeatedly infringe copyrights or intellectual property rights of others.

You acknowledge and agree that we do not monitor or review all of Your Content that is uploaded or posted to the Services. However, we may use certain technologies or third-party service providers to screen Your Content and remove any such content that is unlawful, defamatory, obscene, or that otherwise violates the use restrictions set forth in Section 6.2.

If you submit a copyright infringement claim to us pursuant to this Section 4.3, we are only obligated to remove the instance(s) of infringing content that is or are identified in your claim.

A user of the Services who has uploaded or posted materials identified as infringing as described above may supply a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. When we receive a counter-notification, we may reinstate the posts or material in question, in our sole discretion. To file a counter-notification with us, you must provide a written communication (by fax or regular mail or by email) that sets forth all of the items required by sections 512(g)(2) and (3) of the DMCA.

Please note that you will be liable for damages if you materially misrepresent that content or an activity is not infringing the copyrights of others.

5. LOCATION OF OUR PRIVACY POLICY

5.1 Privacy Policy.

Our Privacy Policy describes how we handle the information you provide to us when you use the Services. For an explanation of our privacy practices, please visit our Privacy Policy.

6. RIGHTS WE GRANT YOU

6.1 Right to Use Services.

If any software, content or other materials owned or controlled by us are distributed to you as part of your use of the Services, we hereby grant you, a personal, non-assignable, non-sublicensable, non-transferrable, revocable, and non-exclusive right and license to access and display such software, content and materials provided to you as part of the Services (and right to download a single copy of the App onto your applicable equipment or device), in each case for the sole purpose of enabling you to use the Services as permitted by these Terms.

Your access and use of the Services may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that Company, in its sole discretion, may elect to take. For the avoidance of doubt, Your Content is not part of the “Services,” as defined in these Terms.

6.2 Restrictions On Your Use of the Services.

You may not do any of the following in connection with your use of the Services, unless applicable laws or regulations prohibit these restrictions or you have our written permission to do so:

• (A) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any of our proprietary technology that makes up or is included in the Services, except (i) you may create and store temporary files that are automatically cached by your web browser for display enhancement purposes, (ii) you may print or download a reasonable number of copies of materials from the Services solely for your personal, non-commercial use, and (iii) you may download a single copy of the App onto your applicable equipment or device;
• (B) duplicate, decompile, reverse engineer, disassemble or decode the Services, or attempt to do any of the same;
• (C) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Services;
• (D) use automation software, hacks, modifications, scripts, bots, or any unauthorized third-party software designed to modify the Services;
• (E) exploit the Services for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation, except as expressly permitted by the Services;
• (F) access or use the Services in any manner that could disable, overburden, damage, disrupt or impair the Services or interfere with any other party’s access to or use of the Services;
• (G) bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party to protect the Services;
• (H) remove any watermarks included on any User Output or otherwise generated by the Services;
• (I) access or use the Services using automated means or any unauthorized process, whether through software, bot, spider, scraper, or otherwise;
• (J) introduce any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems;
• (K) use the Services for illegal, harassing, unethical, or disruptive purposes;
• (L) violate any applicable law or regulation in connection with your access to or use of the Services;
• (M) access or use the Services in any way not expressly permitted by these Terms;
• (N) use the Services in any way that infringes, violates or misappropriates any third party right, including rights of privacy, publicity, trademark or copyright;
• (O) use the Services in a manner that you know or have reason to know violates the law; or
• (P) use the Services to generate User Output or upload, post or otherwise transmit any User Input or Your Content that is (i) hateful or threatening, (ii) promotes or encourages violence, (iii) promotes or encourages self-harm, (iv) is meant to harass or bully, (v) sexually explicit, (vi) political, (vii) spam, (viii) false or misleading, (ix) harmful or illegal, or (x) attempts to impersonate another person.

7. OWNERSHIP AND CONTENT

7.1 Ownership of the Services.

The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that the Company and/or its licensors own all right, title and interest in and to the Services and you agree not to take any action inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and their content, including, without limitation, the exclusive right to create derivative works.

7.2 Ownership of Trademarks.

The Company’s name, trademarks, service marks, logos and other indicia of origin are trademarks of the Company or its affiliates. You may not use, copy, reproduce, display or distribute them without our prior written permission.

7.3 Feedback.

We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and agree that any contribution of Feedback does not and will not give or grant you any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim.

8. THIRD PARTY SERVICES AND MATERIALS

8.1 Use of Third Party Materials in the Services.

Certain Services may display, include or make available content, data, information, applications or materials from third parties (“Third Party Materials”) or provide links to certain third party websites. By using the Services, you acknowledge and agree that the Company is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or websites.

We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any third-party services, Third Party Materials, third-party websites, or for any other materials, products or services of third parties. Third Party Materials and links to other websites are provided solely as a convenience to you.

9. DISCLAIMERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION

9.1 Disclaimers.

Your access to and use of the Services are at your own risk. You understand and agree that the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, the Company, its parents, affiliates, related companies, officers, directors, employees, agents, representatives, partners and licensors disclaim all warranties and conditions, whether express, implied or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement or that use of the Services will be uninterrupted or error-free.

Without limiting the foregoing, neither the Company nor its affiliates or licensors represents or warrants that access to the Services will be uninterrupted or that the Services will be accurate, complete, reliable, current or error-free. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any content, materials or information made available through the Services.

9.2 Limitations of Liability.

To the fullest extent provided by applicable law, the Company and its affiliates, officers, employees, agents, service providers, partners and licensors will not be liable to you for any indirect, incidental, special, consequential or punitive damages, including without limitation damages for lost profits, goodwill, use, data or other intangible losses, arising out of or relating to your access to or use of, or inability to access or use, the Services, whether based on warranty, contract, tort, statute or any other legal theory.

To the fullest extent permitted by applicable law, the total liability of the Company and its affiliates, officers, employees, agents, service providers, partners and licensors for any claim arising out of or relating to these Terms or the Services will not exceed the greater of (a) the amount you paid us for use of the Services in the twelve (12) months before the event giving rise to the liability, or (b) one hundred U.S. dollars (US $100).

9.3 Indemnification.

By entering into these Terms and accessing or using the Services, you agree that you shall defend, indemnify and hold the Company, its affiliates, subsidiaries, parents, licensors, and service providers, and each of their respective officers, directors, members, employees, contractors, agents, licensors, suppliers, successors and assigns harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses, including but not limited to attorney’s fees, arising from (a) your access to and use of the Services; (b) your violation of these Terms; (c) your violation of any third party right, including any intellectual property right or privacy right; or (d) Your Content.

10. ARBITRATION AND CLASS ACTION WAIVER

10.1 Informal Process First.

You agree that in the event of any dispute between you and the Company, you will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

10.2 Arbitration Agreement.

After the informal dispute resolution process, any remaining dispute, controversy or claim relating in any way to the Services or these Terms, including the formation, interpretation, breach or termination of these Terms, will be finally resolved by binding arbitration, rather than in court, except that either party may seek injunctive or other equitable relief in a court of competent jurisdiction for actual or threatened infringement, misappropriation or violation of intellectual property rights.

10.3 Class Action and Jury Trial Waiver.

You and the Company agree that any proceeding to resolve any dispute, claim or controversy will be conducted only on an individual basis and not in a class, consolidated or representative action. You and the Company waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or jury.

10.4 Opt-Out.

You have the right to opt out of the arbitration provisions of this Section 10 by sending written notice of your decision to opt out to [email protected] within thirty (30) days after first becoming subject to this arbitration agreement. Your notice must include your name and address, the email address you used to set up your Account, and an unequivocal statement that you want to opt out of this arbitration agreement.

11. ADDITIONAL PROVISIONS

11.1 Updating These Terms.

We may modify these Terms from time to time in which case we will update the “Last Revised” date at the top of these Terms. If we make material changes, we will use reasonable efforts to notify you and give you an opportunity to review the changes before they become effective. By continuing to access or use the Services after the revised Terms become effective, you agree to be bound by the revised Terms.

11.2 Termination of License and Your Account.

If you breach any of the provisions of these Terms, all licenses granted by us will terminate automatically. Additionally, the Company may suspend, disable, or delete your Account and/or the Services, with or without notice, for any or no reason. Upon termination of your Account or these Terms, your right to use the Services will immediately cease.

11.3 Injunctive Relief.

You agree that a breach of these Terms may cause irreparable injury to the Company for which monetary damages would not be an adequate remedy and the Company shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law.

11.4 California Residents.

If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to Ideogram AI, 320 Bay St, Suite 700, Toronto, ON M5H 4A6 with your electronic mail address and a request for these Terms.

11.5 Miscellaneous.

These Terms constitute the entire agreement between you and the Company relating to your access to and use of the Services. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, but may be assigned by us without restriction. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

If any part of these Terms is found to be invalid or unenforceable, that part will be given effect to the greatest extent possible and the remaining provisions will remain in full force and effect. The section headings in these Terms are for convenience only and have no legal or contractual effect. You agree that communications and transactions between us may be conducted electronically.

11.6 How to Contact Us.

You may contact us regarding the Services or these Terms at: Ideogram AI, 320 Bay St, Suite 700, Toronto, ON M5H 4A6, or by e-mail at [email protected].