Terms & Conditions

Last updated and effective date: 13 April 2023

PLEASE READ THESE TERMS OF USE (“AGREEMENT” OR “TERMS OF USE”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY DEEPAGENCY.COM. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE DEEP AGENCY WEBSITE AND ALL RELATED SERVICES, INCLUDING, WITHOUT LIMITATION, ANY FEATURES, CONTENT, WEBSITES (INCLUDING WWW.DEEPAGENCY.COM) OR APPLICATIONS OFFERED FROM TIME TO TIME BY DEEP AGENCY IN CONNECTION THEREWITH (COLLECTIVELY “SERVICE(S)”). BY USING THE SERVICES IN ANY MANNER, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

Acceptance of Terms of Use

The Service is offered subject to acceptance without modification of all of these Terms of Use and all other operating rules, policies and procedures that may be published from time to time in connection with the Services by PhotoShed. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by PhotoShed from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms of Use by this reference.

PhotoShed may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Rules and Conduct

By using the PhotoShed app, you agree that the Service is intended solely for the purpose of training AI models of yourself or other individuals for whom you have obtained explicit consent. You acknowledge and agree that when training AI models of other individuals, you must have their express permission to use their photos and to create, train, and generate AI-generated images of them.

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms of Use. By way of example, and not as a limitation, you shall not (and shall not permit any third party to) take any action (including making use of the Site, any Assets or our models or derivatives of our models) that: would constitute a violation of any applicable law, rule or regulation; infringes upon any intellectual property or other right of any other person or entity; is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, furthering of self-harm or profane; creates Assets that exploits or abuses children; generates or disseminates verifiably false information with the purpose of harming others; impersonates or attempts to impersonate others; generates or disseminates personally identifying or identifiable information; creates Assets that implies or promotes support of a terrorist organization; creates Assets that condone or promote violence against people based on any protected legal category.

You agree to not use the Service for the purpose of generating nudes or pornography.

By using the Service and uploading any content, you expressly acknowledge and agree that you will not upload, post, or share any photographs or content depicting minors (individuals under the age of 18). You further agree that, in compliance with applicable laws and regulations, we reserve the right to monitor and review any uploaded an d generated content, and if we identify any content featuring minors, we will immediately remove such content and report any instances of potential child exploitation, endangerment, or abuse to the appropriate law enforcement authorities in your respective jurisdiction. By using our platform, you consent to such monitoring, review, and reporting, and you understand that you may be subject to legal repercussions if you violate these terms.

Further, you shall not (directly or indirectly): (i) take any action that imposes or may impose an unreasonable or disproportionately large load on PhotoShed’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures PhotoShed may use to prevent or restrict access to the Service (or parts thereof); (iv) use any method to extract data from the Services, including web scraping, web harvesting, or web data extraction methods, other than as permitted through an allowable API; (v) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services that are not open (except to the extent such restrictions are contrary to applicable law); and (vi) reproduce, duplicate, copy, sell, resell or exploit any portion of the Site, use of the Site, or access to the Site or any contact on the Site, without our express written permission.

DMCA and Takedowns Policy

PhotoShed utilizes artificial intelligence systems to produce the Assets. Such Assets may be unintentionally similar to copyright protected material or trademarks held by others. We respect rights holders internationally and we ask our users to do the same. If you believe your copyright or trademark is being infringed by the Service, please write to legal@photoshed.com and we will process and investigate your request and take appropriate actions under the Digital Millennium Copyright Act and other applicable intellectual property laws with respect to any alleged or actual infringement.

Modification of Terms of Use

At its sole discretion, PhotoShed may modify or replace any of the Terms of Use, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the PhotoShed websites or Service or by sending you an email. PhotoShed may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms of Use periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Use constitutes acceptance of those changes.

Trademarks and Patents

All PhotoShed logos, marks and designations are trademarks or registered trademarks of PhotoShed. All other trademarks mentioned in this website are the property of their respective owners. The trademarks and logos displayed on this website may not be used without the prior written consent of PhotoShed or their respective owners. Portions, features and/or functionality of PhotoShed’s products may be protected under PhotoShed patent applications or patents.

Licensing Terms

Subject to your compliance with this Agreement, the conditions herein and any limitations applicable to PhotoShed or by law: (i) you are granted a non-exclusive, limited, non-transferable, non-sublicensable, non-assignable, freely revocable license to access and use the Service for business or personal use; (ii) you own all Assets you create with the Services and (iii) we hereby assign to you all rights, title and interest in and to such Assets for your personal or commercial use. Otherwise, PhotoShed reserves all rights not expressly granted under these Terms of Use. Each person must have a unique account and you are responsible for any activity conducted on your account. A breach or violation of any of our Terms of Use may result in an immediate termination of your right to use our Service.

By using the Services, you grant to PhotoShed, its successors, and assigns a perpetual, worldwide, non-exclusive, sublicensable, no-charge, royalty-free, irrevocable copyright license to use, copy, reproduce, process, adapt, modify, publish, transmit, prepare Derivative Works of, publicly display, publicly perform, sublicense, and/or distribute text prompts and images you input into the Services, or Assets produced by the Service at your direction. This license authorizes PhotoShed to make the Assets available generally and to use such Assets as needed to provide, maintain, promote and improve the Services, as well as to comply with applicable law and enforce our policies. You agree that this license is provided with no compensation paid to you by PhotoShed for your submission or creation of Assets, as the use of the Services by you is hereby agreed as being sufficient compensation for the grant of rights herein. You also grant each other user of the Service a worldwide, non-exclusive, royalty-free license to access your publicly available Assets through the Service, and to use those Assets (including to reproduce, distribute, modify, display, and perform it) only as enabled by a feature of the Service. The license to PhotoShed survives termination of this Agreement by any party, for any reason.

Fees and Payments

You agree that PhotoShed provides you immediate access to a digital content as soon as you complete your purchase, without waiting the 14-day withdrawal period. Therefore, you expressly waive your right to withdraw from this purchase.

PhotoShed offers a free and paid Service. You can learn more about our paid subscription offering here. You can sign up for a monthly subscription, payable in U.S. dollars, that will automatically renew on a monthly basis. You can stop using the Service and cancel your subscription at any time through the website or by emailing us at legal@photoshed.com. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed or paid. PhotoShed reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal.

Unless otherwise stated, your subscription fees (“Fees”) do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). You are responsible for all Taxes associated with your purchase and we may invoice you for such Taxes. You agree to timely pay such Taxes and provide us with documentation showing the payment or additional evidence that we may reasonably require. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment. You may not create more than one account to benefit from the Free tier of our Services. If we believe you are not using the Free tier in good faith, we may charge you standard fees or stop providing access to the Services.

Termination

PhotoShed may terminate your access to all or any part of the Service at any time if you fail to comply with these Terms of Use, which may result in the forfeiture and destruction of all information associated with your account. Further, either party may terminate the Services for any reason and at any time upon written notice. If you wish to terminate your account, you may do so by following the instructions on the Service. Any fees paid hereunder are non-refundable. Upon any termination, all rights and licenses granted to you in this Agreement shall immediately terminate, but all provisions hereof which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You shall defend, indemnify, and hold harmless PhotoShed, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Service, or (ii) your violation of the Terms of Use or any applicable law, contract, policy, regulation or other obligation. PhotoShed reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with PhotoShed in connection therewith.

Limitation of Liability

IN NO EVENT SHALL DEEP AGENCY OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, OR SUBSTITUTE GOODS OR SERVICES, (II) FOR YOUR RELIANCE ON THE SERVICE OR (III) FOR ANY DIRECT DAMAGES IN EXCESS (IN THE AGGREGATE) OF THE FEES PAID BY YOU FOR THE SERVICE OR, IF GREATER, $500. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Disclaimer

ALL USE OF THE SERVICE AND ANY CONTENT IS UNDERTAKEN ENTIRELY AT YOUR OWN RISK. THE SERVICE (INCLUDING, WITHOUT LIMITATION, THE DEEP AGENCY WEB APP AND ANY CONTENT) IS PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Age Requirements

By accessing the Services, you confirm that you’re at least 18 years old and meet the minimum age of digital consent in your country. If you are not old enough to consent to our Terms of Use in your country, your parent or guardian must agree to this Agreement on your behalf.

Please ask your parent or guardian to read these terms with you. If you’re a parent or legal guardian, and you allow your teenager to use the Services, then these terms also apply to you and you’re responsible for your teenager’s activity on the Services. No assurances are made as to the suitability of the Assets for you.

Miscellaneous

The Terms of Use are the entire agreement between you and PhotoShed with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and PhotoShed with respect to the Service. If any provision of the Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Use will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. PhotoShed shall not be liable for any failure to perform its obligations hereunder due to any cause beyond PhotoShed’s reasonable control. The Terms of Use are personal to you, and are not assignable or transferable by you except with PhotoShed’s prior written consent. PhotoShed may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Use and neither party has any authority of any kind to bind the other in any respect. Except as otherwise provided herein, all notices under the Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or two days after it is sent, if sent for next day delivery by recognized overnight delivery service.

Contact Us

For questions regarding the Service, you can get in touch by emailing us at legal@photoshed.com.

Your Rights to Use the Site; Our Content and Intellectual Property Rights

Subject to these Terms, PhotoShed grants you a limited, non-exclusive, revocable, and personal license to access and use the Site solely for noncommercial and informational purposes.

Unless otherwise expressly indicated by PhotoShed, all content displayed or made available on the Site, including without limitation, text, images, illustrations, designs, logos, domain names, service marks, software, scripts, and the selection, compilation and arrangement of any of the foregoing is owned by PhotoShed, its affiliates, licensors and/or other third parties (“Site Content”). The Site and all Site Content are protected by copyright, trade dress, trademark, moral rights, and other intellectual property laws in the United States, the United Kingdom, and other international jurisdictions. All such rights are reserved.

All registered and unregistered trademarks, logos, and service marks are the property of PhotoShed and/or their respective owners. Nothing displayed or accessed in connection with the Site shall be construed as granting by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed in connection with the Site without the owner’s prior written permission, except as otherwise described herein.

Prohibited Uses

You are fully responsible for your activities while using the Site, including any content, information or other materials you post or upload to the Site, and you bear all risks associated with the use of the Site. By agreeing to these Terms, you agree to comply with all applicable federal, state, and local laws and regulations in connection with your use of the Site. You also agree not to use the Site to engage in any prohibited conduct or to assist any other person or entity in engaging in any prohibited conduct.

We reserve the right (but not the obligation) in our sole discretion to (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who uses or accesses the Site in a manner that we believe violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) deny access to the Site or any features of the Site to anyone who violates these Terms or who we believe interferes with the ability of others to enjoy our Site or infringes the rights of others; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

You are prohibited from using the Site for the commission of harmful or illegal activities. Accordingly, you may not, or assist any other person to:

Violate these Terms or other policies and terms posted on, or otherwise applicable to, the Site;

Include sensitive personal information (such as phone numbers, residential addresses, health information, social security numbers, driver’s license numbers, or other account numbers) about yourself or any other person in any webform on the Site;

Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;

Upload any material, program, or software that contains any virus, worm, spyware, Trojan horse or other program or code designed to interrupt, destroy or limit the functionality of the Site, launch a denial of service attack, or in any other way attempt to interfere with the functioning and availability of the Site;

Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including, without limitation, any spider, robot, cheat utility, scraper, offline reader, or any data mining or similar data gathering extraction tools to access the Site, or use or launch any unauthorised script or other software;

Interfere with, disable, vandalise or disrupt the Site or servers or networks connected to the Site;

Hack into, penetrate, disable, or otherwise circumvent the security measures of the Site or servers or networks connected to the Site;

Impersonate another person or falsely represent an affiliation with any organisation or institution;

Send email to the addresses linked or made available on the Site (including in these Terms) to harass, annoy, intimidate, or threaten any of our employees or agents;

Use the Site in any way that violates any applicable national, federal, state, local or international law or regulation; or

Attempt to do any of the above.

DMCA Copyright Infringement Notice

We have implemented the procedures described in the Digital Millennium Copyright Act of 1998 (“DMCA”), 17 U.S.C. § 512, regarding the reporting of alleged copyright infringement and the removal of or disabling access to the infringing material. If you have a good faith belief that copyrighted material on the Site is being used in a way that infringes the copyright over which you are authorised to act, you may make a Notice of Infringing Material.

Before serving a Notice of Infringing Material, you may wish to contact a lawyer to better understand your rights and obligations under the DMCA and other applicable laws. For example, if your Notice fails to comply with all requirements of sections 512(c)(3), your Notice may not be effective.

Termination of Repeat Infringers

We will terminate or disable your use of the Site in appropriate circumstances if you are deemed by us to be a repeat copyright infringer.

Disclaimer

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO THE SITE OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. STABILITY MAKES NO WARRANTY THAT (A) THE SITE WILL MEET YOUR REQUIREMENTS, (B) ACCESS TO AND USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE.

PhotoShed reserves the right in our sole discretion to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that PhotoShed will not be liable to you or to any third party for any modification or discontinuance of the Site, except as set forth in the “Limitation of Liability” section below.

You understand that we are not responsible for any activities or legal consequences of your use of the Site. Users are responsible for using the Site in compliance with all applicable laws and regulations of the jurisdictions in which such users are domiciled, reside, or are located at the time of such access or use, as well as these Terms. Any violation of these Terms may result in the suspension or termination by us, in our sole discretion, of your access to and use of the Site.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER STABILITY NOR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, LICENSORS, SERVICE PROVIDERS, AND AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF STABILITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING

FROM: (A) THE USE OR THE INABILITY TO USE THE SITE OR ANY RELATED INFORMATION; (B) CONDUCT OF ANY THIRD PARTY (INCLUDING OTHER USERS) OF THE SITE; OR (C) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT WILL STABILITY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100). IF YOU ARE MERELY DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE OF THE SITE.

YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE USE OF THE SITE OR THESE TERMS MUST BE FILED BY YOU WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN CATEGORIES OF DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Links to and From Other Websites

You may gain access to other websites via links on the Site. These Terms apply to the Site only and do not apply to other parties’ websites. Similarly, you may have come to the Site via a link from another website. The terms of use of other websites do not apply to the Site. PhotoShed assumes no responsibility for any terms of use or material outside of the Site accessed via any link. You are free to establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your website or service by PhotoShed or the Site. Unless expressly agreed to by us in writing, reference to any of our products, services, processes or other information by trade name, trademark, logo, or otherwise by you or any third party does not constitute or imply endorsement, sponsorship or recommendation thereof by us. You may not, without our prior written permission, frame or inline link any of the content of the Site, scrape the Site or incorporate into another website or other service any of our material, content or intellectual property unless you are otherwise permitted by us to do so in accordance with a license or subject to separate terms.

Dispute Resolution by Binding Arbitration

PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.

1. Agreement to Arbitrate.

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You and PhotoShed agree that any and all disputes, claims, demands, or causes of action (“Claims”) that have arisen or may arise between you and us, whether arising out of or relating to these Terms, the Site, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration before a neutral arbitrator, rather than in a court by a judge or jury, in accordance with the terms of this Arbitration Agreement, except that you or we may (but are not required to) assert individual Claims in small claims court if such Claims are within the scope of such court’s jurisdiction. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and we are each waiving the right to a trial by jury or to participate in a class action and that our respective rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

1. Prohibition of Class and Representative Actions and Non-Individualised Relief.

YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

1. Pre-Arbitration Dispute Resolution.

Before commencing any arbitration (or suit in small claims court, if available), you agree to provide PhotoShed with a written notice of Claim, and PhotoShed agrees to provide you with a written notice of Claim to the extent reasonably possible based on the availability of your contact information to PhotoShed (“Notice”). The Notice to PhotoShed shall be sent to legal@photoshed.com. Where PhotoShed has your contact information, PhotoShed will send its Notice to you using the last email address we have on file for you if you have provided us with an email address (each, a “Notice Address”). The Notice must (i) describe the nature and basis of the Claim in sufficient detail to evaluate the merits of the claiming party’s Claim and (ii) set forth the specific relief sought, including the amount of money (if any) that is demanded and the means by which the demanding party calculated the claimed amount. Both parties agree that they will attempt to resolve a Claim through informal negotiation within sixty (60) calendar days from the date the Notice is received. If the Claim is not resolved within sixty (60) calendar days after the Notice is received, you or we may commence an arbitration proceeding. Each party agrees that state and federal courts in Singapore, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.

1. Arbitration Procedures.

The Federal Arbitration Act fully applies to the Arbitration Agreement. The arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) Consumer Arbitration Rules in effect at the time that such arbitration is initiated (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. Information about the AAA Rules and fees for consumer disputes can be found on the AAA’s consumer arbitration page, http://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control. The arbitrator must also follow the provisions of these Terms as a court would. Except as set forth above, all issues are for the arbitrator to decide, including, but not limited to, threshold issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement and issues relating to (a) whether the terms of these Terms (or any aspect thereof) are enforceable, unconscionable, or illusory and (b) any defence to arbitration, including waiver, delay, laches, or estoppel. During arbitration proceedings, the amount of any settlement offer made by PhotoShed or you shall not be disclosed to the arbitrator. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. While an arbitrator may award declaratory or injunctive relief, the arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s Claim. The arbitrator’s decision and judgment thereon will not have a precedent or collateral estoppel effect on any other Claim. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Any arbitration hearings will take place in Singapore, at another mutually agreeable location or, if both parties agree, by telephone or video conference. Whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator or by a hearing will be determined in accordance with the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

1. Small Claims Court.

Subject to applicable jurisdictional requirements, either party may elect to pursue a Claim in a local small claims court rather than through arbitration so long as the matter remains in a small claims court and proceeds only on an individual basis.

1. Cost of Arbitration.

Payment of all filing, administration and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules unless otherwise provided in this Arbitration Agreement. If you are able to demonstrate to the arbitrator’s satisfaction that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees, subject to allocation in the arbitrator’s award. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

1. Confidentiality.

Each of the parties shall maintain the strictly confidential nature of the arbitration, including all aspects of the arbitration proceeding and any ruling, decision, or award by the arbitrator, and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other results of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by law.

1. Opt Out.

You may reject this Arbitration Agreement, in which case only a court may be used to resolve any Claim. To reject this provision, you must send us an opt-out notice (the “Opt Out”) within thirty (30) days after you first access the Site. The Opt-Out must be sent to the PhotoShed Notice Address. The Opt-Out must include your name, phone number and the email address you used to sign up and use the Site. This is the only way of opting out of this Arbitration Agreement. Opting out will not affect any other aspect of these Terms and will have no effect on any other or future agreements you may reach to arbitrate with us.

1. Severability.

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than Paragraph 2) above titled “Prohibition of Class and Representative Actions and Non-Individualised Relief” is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable, and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Paragraph 2 above, titled “Prohibition of Class and Representative Actions and Non-Individualised Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to Claims for public injunctive relief. The remainder of these Terms will continue to apply.

Choice of Law

Any and all Claims shall be governed by the Federal Arbitration Act and the internal substantive laws of Singapore in all respects, without regard for the jurisdiction or forum in which the user is domiciled, resides or located at the time of such access or use. Except as provided in the Arbitration Agreement, all Claims will be brought in the federal or state courts in Singapore, and you and PhotoShed each unconditionally, voluntarily, and irrevocably consent to the exclusive personal jurisdiction and venue of those courts.

YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS THAT IS NOT SUBJECT TO ARBITRATION, AS SET FORTH ABOVE.

A printed version of these Terms and any other notice given in electronic form will be admissible in any arbitral, judicial, or administrative proceedings based upon or relating to these Terms and your use of the Site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Waiver and Severability

If you do not comply with a portion of these Terms and we do not take action right away, this does not mean we are giving up any of our rights under these Terms. If any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction or arbitrator, the remainder of the Terms shall be enforced to the maximum extent permitted by law.

Entire Agreement; Construction

These Terms contain the entire agreement between you and PhotoShed regarding your use of the Site and supersede any prior or contemporaneous agreements, communications, or understandings between you and PhotoShed on that subject.

Assignment and Delegation

You may not assign or delegate these Terms or any rights or obligations under these Terms. Any attempted or purported attempted assignment or delegation shall be null and void and will automatically terminate your right to use the Site. We may assign or delegate these Terms or any rights or obligations under these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets or to any affiliate or as part of a corporate reorganisation.

Notices

All notices to PhotoShed under these Terms, unless otherwise specified, shall be sent to legal@photoshed.com. Service of any notice will be deemed given on the date of receipt delivered by email.

Changes to these Terms

We may change or modify these Terms by posting a revised version on the Site or by otherwise providing notice to you, and we will state at the top of the revised Terms the date they were last revised. Changes will not apply retroactively and will become effective no earlier than fourteen (14) calendar days after they are posted, except for changes addressing changes made for legal reasons, which will be effective immediately. Your continued use of the Site after any change means you agree to the new Terms.

Privacy

Our commitment to privacy and data protection is reflected in this Privacy Statement which describes how we collect and process “personal information” that identifies you, like your name or email address. Any other information besides this is "non-personal information." If we store personal information with non-personal information, we'll consider that combination to be personal information.

References to our "Services" at DEEP AGENCY (photoshed.com) in this statement include our website, apps, and other products and services. This statement applies to our Services that display or reference this Privacy Statement. Third-party services that we integrate with are governed under their own privacy policies.

Information Gathering

We learn information about you when: You directly provide it to us. For example, we collect: Name and contact information. We collect details such as name and email address. Payment information. If you make a purchase, we collect credit card numbers, financial account information and other payment details. Content and files. We collect and retain the photos, documents or other files you send to us in connection with delivering our Services, including via email or chat. We collect it automatically through our products and services. For instance, we collect: Identifiers and device information. When you visit our websites, our web servers log your Internet Protocol (IP) address and information about your device, including device identifiers, device type, operating system, browser, and other software including type, version, language, settings, and configuration. Geolocation data. Depending on your device and app settings, we collect geolocation data when you use our Services. Usage data. We log your activity on our website, including the URL of the website from which you came to our site, pages you viewed on our website, how long you spent on a page, access times, and other details about your use of and actions on our website. We also collect information about which web-elements or objects you interact with on our Service, metadata about your activity on the Service, changes in your user state, and the duration of your use of our Service. Someone else tells us information about you. Third-party sources include, for example: Third-party partners. Third-party applications and services, including social networks you choose to connect with or interact with through our services. Service providers. Third parties that collect or provide data in connection with work they do on our behalf, for example companies that determine your device's location based on its IP address. When we try and understand more about you based on information you've given to us. We infer new information from other data we collect, including using automated means to generate information about your likely preferences or other characteristics (“inferences”). For example, we infer your general geographic location based on your IP address.

Information Use

We use each category of personal information about you:

To provide you with our Services

To improve and develop our Services

To communicate with you

To provide customer support

Information Sharing

We share information about you: When we've asked & received your consent to share it. As needed, including to third-party service providers, to process or provide Services or products to you, but only if those entities agree to provide at least the same level of privacy protection we're committed to under this Privacy Statement. To comply with laws or to respond to lawful requests and legal process, provided that we'll notify you unless we're legally prohibited from doing so. We'll only release personal information if we believe in good faith that it's legally required. Only if we reasonably believe it's necessary to prevent harm to the rights, property or safety of you or others. In the event of a corporate restructuring or change in our organizational structure or status to a successor or affiliate.

Please note that some of our Services include integrations, references, or links to services provided by third parties whose privacy practices differ from ours. If you provide personal information to any of those third parties, or allow us to share personal information with them, that data is governed by their privacy statements.

Finally, we may share non-personal information in accordance with applicable law.

Information Protection

We implement physical, business and technical security measures to safeguard your personal information. In the event of a security breach, we'll notify you so that you can take appropriate protective steps. We only keep your personal information for as long as is needed to do what we collected it for. After that, we destroy it unless required by law.

Other Information

We retain personal data for as long as necessary to provide the services and fulfill the transactions you have requested, comply with our legal obligations, resolve disputes, enforce our agreements, and other legitimate and lawful business purposes. Because these needs can vary for different data types in the context of different services, actual retention periods can vary significantly based on criteria such as user expectations or consent, the sensitivity of the data, the availability of automated controls that enable users to delete data, and our legal or contractual obligations. As part of our normal operations, your information may be stored in computers in other countries outside of your home country. By giving us information, you consent to this kind of information transfer. Irrespective of where your information resides, we'll comply with applicable law and abide by our commitments herein. We don't want your personal information if you're under 13. Do not provide it to us. If your child is under 13 and you believe your child has provided us with their personal information, please contact us to have such information removed.

European Economic Area, United Kingdom, Swiss and California users

The following rights are granted under the European General Data Protection Regulation (“GDPR”) and California Consumer Privacy Act (“CCPA”). PhotoShed applies these rights to all users of our products, regardless of your location: The right to know what personal information is collected. The right to know if personal information is being shared, and to whom. The right to access your personal information. The right to exercise your privacy rights without being discriminated against.

EEA, UK, and Swiss Users: Our lawful bases for collecting and processing personal information under the GDPR include: Performing our contract with you and providing our services. Legitimate interests: we receive technical and interaction data of users, which may include IP addresses, to improve the security and reliability of our services and prevent abuse, and to understand where people learn about PhotoShed. Consent: where we ask for your consent to process your information, you can always withdraw this consent.

Under the GDPR, EEA, UK, and Swiss users have additional rights: The right to request correction or erasure of personal information. The right to object to processing your personal information. The right to right to transfer or receive a copy of the personal information in a usable and portable format, when any automated processing of personal data is based on your consent or a contract with you. The rights to withdraw your consent to processing, when the processing is based on your consent. When we are processing data on behalf of another party that is the “data controller,” you should direct your request to that party. You also have the right to lodge a complaint with a supervisory authority, but we encourage you to first contact us with any questions or concerns.

California Users: Under the CCPA, California residents have additional rights: The right to request personal information about to be deleted, subject to several exceptions. The right to opt-out of the sale of personal information. Note that we do not “sell” personal information as defined by the CCPA and have not done so in the past 12 months. You may designate, in writing or through a power of attorney, an authorized agent to make requests on your behalf to exercise your rights under the CCPA. Before accepting such a request from an agent, we will require the agent to provide proof you have authorized it to act on your behalf, and we may need you to verify your identity directly with us. Further, to provide or delete specific pieces of personal information we will need to verify your identity to the degree of certainty required by law. We will verify your request by asking you to send it from the email address associated with your account or requiring you to provide information necessary to verify your account.

Exercising Your Rights

To exercise the rights described above or if you have a question or concern, please contact us at legal@photoshed.com and we will aim to address or resolve it. If we cannot, you have the right to lodge a complaint with your local data protection authority.

Changes

We may need to change this Privacy Statement and our notices from time to time. Any updates will be posted online with an effective date. Continued use of our services after the effective date of any changes constitutes acceptance of those changes.

Contact Us

You can get in touch by emailing us at legal@photoshed.com.