TERMS AND CONDITIONS

COLOURSNP CONTENT LICENSE AGREEMENT

Last updated December 2023

This is a license agreement between you and ColourSNP that explains how you can use illustrations that you license from ColourSNP. By downloading content from ColourSNP, you accept the terms of this agreement.

What types of licenses does ColourSNP offer?

Every file downloaded from ColourSNP comes with a standard license. You can license files from ColourSNP with an annual subscription which allow you to download illustrations.

You are welcome to use watermarked content from the ColourSNP site on a complimentary basis for test or sample use only. Watermarked content cannot be used in any final materials or any publicly available materials .and may only be used for the 30 days following download.

How can I use licensed content?

You may use content for personal use only and in any way that is not restricted (see Restricted Uses below). Subject to those restrictions and the rest of the terms of this agreement, the rights granted to you by ColourSNP are:

Perpetual : meaning there is no expiration or end date on your rights to use the content downloaded from the ColourSNP platform during your agreement. Please note that the watermark will reappear on the content in 'Your Downloads' on the ColourSNP platform once your subscription expires and you do not renew.
Non-exclusive : meaning that you do not have exclusive rights to use the content. ColourSNP can license the same content to other customers.
Worldwide : meaning content can be used in any geographic territory.
Unlimited : meaning you can use the content in an unlimited number of projects as long as it is not used in commercial purposes. For the purposes of clarity, a café, restaurant, hotel or childcare centre or other commercial premises can use content to distribute to patrons or children at their premises, but they cannot use the content for other commercial use or promotion and advertising.

For purposes of this agreement, "use" means to print, copy, modify, edit, display, or otherwise make use of.

Please make sure you read the Restricted Uses section below for exceptions.

Restricted Uses.

No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner, to promote violence or hatred, or in violation of any applicable regulations or industry codes.
No Commercial Use. You may not use content for any commercial, promotional, advertorial, endorsement, advertising, gambling/betting/gaming uses or merchandising purpose. For the purposes of clarity, a café, restaurant, hotel or childcare centre or other commercial premises can use content to distribute to patrons and children at their premises, but they cannot use the content in promotion or advertising.
No Standalone File Use. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).
No Use in Trademark or Logo. You may not use content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo. Additionally, you shall not be entitled to register (in any jurisdiction) such content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third-party use of the content or any similar content (including by us, our customers, or the copyright owner of such content).
Sensitive Use Disclaimer Required. You can't use content in connection with a subject that would be unflattering or unduly controversial to a reasonable person.
No False Representation of Authorship. You may not falsely represent that you are the original creator of an end use that is made up largely of licensed content. For instance, you cannot create a painting based solely on licensed content and claim that you are the author.
No Products for Resale. You may not use content in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications, NFTs or other items for resale, license or other distribution for profit. This includes "on demand" products (meaning products in which content is selected by a third party for customisation on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites).
No Electronic Templates. You may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).
Limited print run. You may not reproduce the content more than 500,000 times in physical print form.
No Machine Learning, AI, or Biometric Technology Use. You may not use content (including any caption information, keywords or other metadata associated with the content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed for or intended for the identification of natural persons. Additionally, ColourSNP does not represent or warrant that consent has been obtained for such uses with respect to model-released content.

Who, besides me, can use the licensed content?

The rights granted to you are non-transferable and non-sublicensable, meaning that you cannot transfer or sublicense them to anyone else.

Are there any seat/user license restrictions?

Yes. The standard license or subscription is for a single user.

User Accounts.

You will be responsible for tracking all activity for each user account, and you agree to: (1) maintain the security of all passwords and usernames; (2) notify ColourSNP immediately of any unauthorised use or other breach of security; and (3) accept all responsibility for activity that occurs under each user account. ColourSNP reserves the right to monitor downloads and user activity to ensure compliance with the terms of this agreement. If ColourSNP determines that you are in breach of this or any other term of this agreement, it may suspend access to your account and seek further legal remedies.

Intellectual property rights.

Who owns the content? All of the licensed content is owned by either ColourSNP or the artists who supply the content. All rights not expressly granted in this agreement are reserved by ColourSNP and the content suppliers.

Termination/Cancellation/Withdrawal.

Termination

Subscription Termination. Subscription agreements terminate and auto-renew automatically at the end of the subscription period. ColourSNP may terminate any licenses before the end of the subscription period if it reasonably believes there is a violation of this agreement and/or abuse of the subscription account, in which case you must immediately: cease using the content; delete or destroy any copies; confirm to ColourSNP in writing that you have complied with these requirements; and pay ColourSNP any amounts which remain owing to the end of the term of your subscription as set on your invoice.

Refunds

Subscription Refunds – ColourSNP does not provide refunds or credits for annual subscriptions.

Cancellations

Subscription Cancellations - ColourSNP does not provide cancellations for annual subscriptions. The subscription will terminate at the end of the subscription period. The subscription auto-renews at the end of the subscription period. You can cancel the auto-renew at any time. To cancel the auto-renew, sign-in, go to "Your Account" and click on "Cancel Auto-Renew". Any images you download during the subscription period are yours to keep, even if you cancel auto-renew.

Content Withdrawal.

ColourSNP may discontinue licensing any item of content at any time in its sole discretion.

Representations and Warranties.

ColourSNP makes the following representations and warranties:

Warranty of Non-Infringement. Your use of the content in accordance with this agreement and in the form delivered by ColourSNP will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and all necessary model and/or property releases for use of the content in the manner authorised by this agreement have been obtained. Note that you are solely responsible for any edits made to the content.
Caption/Metadata Disclaimer. While we have made reasonable efforts to correctly categorise, keyword, caption and title the content, ColourSNP does not warrant the accuracy of such information, or of any metadata provided with the content.
No Other Warranties. Except as provided in the "warranty of non-infringement" section above, the content is provided "as is" without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. ColourSNP does not represent or warrant that the content will meet your requirements or that its use will be uninterrupted or error free.

Indemnification/Limitation of Liability.

Indemnification of ColourSNP by you. You agree to defend, indemnify and hold harmless ColourSNP and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable legal costs including attorney fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.
Extended Legal Guarantee. ColourSNP's total maximum aggregate liability (meaning the total amount ColourSNP is responsible for, whether under this agreement or any other agreement for the same content) is limited to $1,000 AUD dollars per item of content. This limit applies regardless of the number of times you license the same piece of content from ColourSNP.
The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation, in which case the indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal costs including attorney fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.
Limitation of Liability. COLOURSNP AND ITS LICENSORS WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF COLOURSNP OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

General Provisions.

Assignment. This agreement is personal to you and is not assignable by you without ColourSNP's prior written consent. ColourSNP may assign this agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to ColourSNP sample copies of projects or end uses that contain licensed content, including by providing ColourSNP with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, ColourSNP may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to ColourSNP of five percent (5%) or more of the amount you should have paid, then in addition to paying ColourSNP the amount of the underpayment, you also agree to reimburse ColourSNP for the costs of conducting the audit. Where ColourSNP reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at ColourSNP's request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by ColourSNP.
Audit/Certificate of Compliance. Upon reasonable notice, you agree to provide to ColourSNP sample copies of projects or end uses that contain licensed content, including by providing ColourSNP with free of charge access to any pay-walled or otherwise restricted access website or platform where content is reproduced. In addition, upon reasonable notice, ColourSNP may, at its discretion, either through its own employees or through a third party, audit your records directly related to this agreement and your use of licensed content in order to verify compliance with the terms of this agreement. If any audit reveals an underpayment by you to ColourSNP of five percent (5%) or more of the amount you should have paid, then in addition to paying ColourSNP the amount of the underpayment, you also agree to reimburse ColourSNP for the costs of conducting the audit. Where ColourSNP reasonably believes that content is being used outside of the scope of the license granted under this agreement, you agree, at ColourSNP's request, to provide a certificate of compliance signed by an officer of your company, in a form to be approved by ColourSNP.
Electronic storage. You agree to retain the copyright symbol, the name of ColourSNP, the content's identification number and any other information that may be embedded in the electronic file containing the original content, and to maintain appropriate security to protect the content from unauthorised use by third parties. You may make one (1) copy of the content for back-up purposes.
Governing Law/Arbitration. All legal claims arising out of or relating to this Agreement (including any dispute regarding the interpretation or performance of the Agreement) ("Despite") will be governed by the laws of the State of New South Wales, Australia without reference to its laws relating to conflicts of law.

The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it shall be resolved by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection by the Chair of the Resolution Institute (ACN 008 651 232) in Australia.

The parties will mutually select one arbitrator. The arbitration will be conducted in English in New South Wales, Australia and all documentation shall be presented and filed in English.

Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.

The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.

Each party will bear its own lawyers' and experts' fees and expenses, regardless of the arbitrator's final decision regarding the Dispute.

Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
Severability. If one or more of the provisions in this agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.
Waiver. No action of either party, other than express written waiver, may be construed as a waiver of any provision of this agreement.
Entire Agreement. No terms of conditions of this agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by ColourSNP and accepted in writing by you. In the event of any inconsistency between the terms of this agreement and the terms contained on any purchase order sent by you, the terms of this agreement will apply.
Notice. All notices required to be sent to ColourSNP under this agreement should be sent via email to kristina@ColourSNP.io. All notices to you will be sent via email to the email set out in your account.
Taxes. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the licensed content.
Fees and Renewal. If your subscription is set to AUTOMATICALLY RENEW, you authorise ColourSNP to charge the applicable subscription fees at the then applicable rate and taxes for the subscription to your credit card on file at the expiration of the term. You may change your auto-renewal preferences in your ColourSNP account. Your subscription can not be cancelled during the subscription period. ColourSNP may deactivate your subscription without prior notice if ColourSNP is unable to process payment through the credit card provided by you. You will not be refunded for the annual subscription period in the event of a termination or suspension of Service.

COLOURSNP GENERATIVE AI AGREEMENT

Last updated DecemberJuly 2023

These Terms of Service (the "Agreement") explain what rights you have with respect to images and other assets which you might generate with the Service, or prompts you might enter into the Service (the "Assets"), your use of the Services.

This Agreement is entered into by ColourSNP and the entity or person agreeing to these terms (the "Customer," "You" or "Your") and govern the Customer's access to and use of the Services.

This Agreement is effective when the Customer is presented with this Agreement and proceeds to use the Services (the "Effective Date") or to receive or distribute Assets. These terms may be updated and presented again to the Customer from time to time. Continued use of the Services constitutes acceptance of the updated terms. If You do not agree to this Agreement, please stop using the Services.

Service Availability and Quality

The Services are subject to modification and change, including but not limited to the art style of Assets, the algorithms used to generate the Assets, and features available to the Customer. No guarantees are made with respect to the Services' quality, stability, uptime or reliability. Please do not create any dependencies on any attributes of the Services or the Assets. We will not be liable to You or Your downstream customers for any harm caused by Your dependency on the Service.

Both the Services and the Assets are provided to Customer on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Assets and assume any risks associated with use of the Services.

ColourSNP reserves the right to suspend Your access to the Services at any time, and for any reason. You may not use the Services for competitive research. Only one user may use the Services per registered account. Each user of the Services may only have one account.

We reserve the right to investigate complaints or reported violations of our Terms of Service and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

Age Requirements

By accessing the Services, You confirm that You are at least 13 years old and meet the minimum age of digital consent in Your country. If You are old enough to access the Services in Your country, but not old enough to have authority to consent to our terms, Your parent or guardian must agree to our terms on Your behalf.

Please ask Your parent or guardian to read these terms with You. If You are a parent or legal guardian, and You allow Your teenager to use the Services, then these terms also apply to You and You are responsible for Your teenager's activity on the Services.

ColourSNP tries to make its Services PG-13 and family friendly, but the Assets are generated by an artificial intelligence system based on user queries. This is new technology and it does not always work as expected. No guarantees are made as to the suitability of the Assets for the Customer.

Rights You Give to Stable Diffusion

The Generative AI Tool is powered by Stable Diffusion. By using the Services, You grant Stability Diffusion a perpetual, worldwide, non-exclusive, sublicensable no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute text, and image prompts You input into the Services, or Assets produced by the service at Your direction. This license survives termination of this Agreement by any party, for any reason.

Your Rights

Subject to the above license, You own all Assets You create with the Services, provided they were created in accordance with this Agreement. This excludes upscaling the images of others, which images remain owned by the original Asset creators. ColourSNP makes no representations or warranties with respect to the current law that might apply to You. Please consult Your own lawyer if You want more information about the state of current law in Your jurisdiction. Your ownership of the Assets you created persists even when Your membership ends.

Please note: Stable Diffusion is an open community which allows others to use and remix Your images and prompts whenever they are posted in a public setting. By default, Your images are publicly viewable and remixable. As described above, You grant Stable Diffusion a license to allow this.

Payment and Billing

Access to the Generative AI Tool is made available under the annual Subscription, which also provides unlimited download of the illustrations content library.

You can generate a maximum of 5 images per day.

ColourSNP does not provide cancellations for annual subscriptions. The subscription will terminate at the end of the subscription period. The subscription auto-renews at the end of the subscription period. You can cancel the auto-renew at any time. To cancel the auto-renew, sign-in, go to "Your Account" and click on "Cancel Auto-Renew". ColourSNP does not provide refunds or credits for annual subscriptions.

We may invoice You for Your use of the Services through a third party payment service provider. The third party service provider's terms of service shall govern and supersede this Agreement in case of conflict.

We reserve the right to terminate Your access to the Service for any reason, including for violation of the Community Guidelines or other inappropriate use of the Service. Any violation of Community Guidelines is a breach of this Agreement. You will not be refunded for the annual subscription period in the event of a termination or suspension of Service.

Community Guidelines

Be kind and respect each other and staff. Do not create images or use text prompts that are inherently disrespectful, aggressive, or otherwise abusive. Violence or harassment of any kind will not be tolerated.
No adult content or gore. Please avoid making visually shocking or disturbing content.
Sharing others' creations. Do not publicly repost the creations of others without their permission.
You may not use the Services to generate images for political campaigns, or to try to influence the outcome of an election.
Be careful about sharing. Please consider how others might view Your content.
Any violations of these rules may lead to suspension from our services.

Limitation of Liability and Indemnity

We provide the service as is, and we make no promises or guarantees about it.

You understand and agree that we will not be liable to You or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however they arise.

You are responsible for Your use of the service. If You harm someone else or get into a dispute with someone else, we will not be involved.

If You knowingly infringe someone else's intellectual property, and that costs us money, we will seek to recover those costs from you. Don't do it.

Miscellaneous

Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

Survival. The sections and obligations in this Agreement that a reasonable person would expect to survive this agreement, will.