Uizard

"You are only allowed to upload images to the Services where you hold the necessary rights to do so. 8.7. You are aware of and accept that we do not warrant any copyright protection to the automatically generated graphical user interfaces, prototypes, design systems, design files, computer code or any other supported output formats. 8.8. To the extent that copyright is vested in graphical user interfaces, prototypes, design systems, design files, computer code or other output formats, you shall obtain the vested rights to the graphical user interfaces, prototypes, design systems, design files, computer code or other output formats produced by the Services in accordance with the uploaded images or screenshots. 8.9. You acknowledge that you are the owner of the design artifacts you create using the Services to the extent that you are the owner or have the right to use the uploaded images, screenshots, illustrations, fonts, icons, and brand names. 8.10. You understand and accept that the Services does not guarantee that the graphical user interfaces, prototypes, design systems, design files, computer code or other output formats you generate with the algorithms offered by the Services will be unique. 8.11. You accept that the aforementioned intellectual property rights granted in output are non-exclusive, as we cannot guarantee that graphical user interfaces, prototypes, design systems, design files, computer code or other output format created, uploaded, and edited by another customer will not result in the same output as the output created, uploaded, and edited by you. "

"Enterprise customers are eligible to request a Service Level Agreement (SLA) that outlines specific terms and conditions governing the provision of Services, including data usage and security. 8.14.3. In the event that artifacts are used for fine-tuning and training, we undertake reasonable efforts to anonymize and aggregate such data to prevent the identification of individual users or proprietary information. 8.14.4. The provisions of this section do not affect the ownership rights of the customer in their Customer Data, as outlined in Section 8.5."

"EXCEPT FOR A BREACH OF SECTION 4.3 AND EACH PARTY'S RESPONSIBILITIES IN SECTION 8, NEITHER PARTY OR ITS AFFILIATES ARE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF, DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF ANY NEGLIGENCE OF A PARTY OR WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW."

"Subject to the terms of this Agreement, if a third party asserts a claim against us asserting that your Customer Data or your use of the Services in violation of this Agreement violates that third-party's patent, trade secret or copyright rights, or otherwise harms the third party ("Claim"), you will, at your own expense: (a) defend or settle the Claim; and (b) indemnify us for any damages finally awarded against us based on the Claim."

"You will indemnify and hold harmless Uizard and its officers, directors, employees and agents from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your Customer Data; or (iii) your violation of this Agreement."

" 9.1. DISCLAIMER OF DAMAGES. EXCEPT FOR A BREACH OF SECTION 4.3 AND EACH PARTY'S RESPONSIBILITIES IN SECTION 8, NEITHER PARTY OR ITS AFFILIATES ARE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF, DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF ANY NEGLIGENCE OF A PARTY OR WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW. 9.2. LIMITS ON LIABILITY. EXCEPT FOR A BREACH OF SECTION 8 AND EACH PARTY'S RESPONSIBILITIES IN SECTION 8, NEITHER PARTY OR ITS AFFILIATES SHALL HAVE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEEDING THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER GIVING RISE TO LIABILITY, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED UNITED STATES DOLLARS ($100)."

"Any dispute arising out of or in connection with our relationship, including any disputes regarding the existence, validity or termination of this Agreement, shall be governed by the laws of the Kingdom of Denmark. The dispute shall be subject to simplified arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of the simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced."

"If you fail to keep us informed and do not provide accurate and current information we will continue charging you in accordance with the information provided on your Billing Account (as defined below). 5.3. You will pay or reimburse us or, when required by law, the appropriate governmental agency, for taxes of any kind, including sales, use, VAT, excise, customs duties, withholding, property, and other similar taxes (other than taxes based on our net income or arising from the employment relationship between us and our personnel) imposed in connection with the fees paid for the Services, which are exclusive of these taxes. For Consumers, all these taxes, etc. are included in the final price when placing an order. 5.4. At our discretion, we may offer free or discounted pricing for use of the Services (a "Trial Program"). Once the terms of any Trial Program have expired, you agree that our normal Fees shall apply. Consumers will not be charged a fee without the Consumer's specific acceptance of the pricing and Terms of Service. You agree to comply with any additional terms, restrictions or limitations (including limitations on the total amount of usage) we impose in connection with any Trial Program. You may not sign-up for multiple accounts in order to receive additional benefits under any Trial Program. 5.5. No refunds for Fees already paid will be given this includes any unused Services such as when your actual usage of the Services falls below the purchased amount for your Subscription level. "

" 14.1. We are not liable for our failure to perform any of our obligations under this Agreement during any period in which performance is delayed by you or circumstances beyond our reasonable control. 14.2. The parties are independent contractors and this Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. 14.3. You will receive system notifications from us and our licensors, if applicable (i.e. planned downtime notices, etc.). 14.4. This Agreement (together with any other written agreement between us and you) constitutes the entire agreement between you and us and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written concerning the Services. In the event of any conflict between this Agreement and any other written agreement between us and you, such other agreement shall prevail. 14.5. There are no representations, promises, warranties, covenants, or undertakings between the parties other than those expressly set forth in this Agreement. 14.6. There are no third party beneficiaries to this Agreement; you are not entering into a contractual relationship with our licensors and our licensors have no liability to you. 14.7. We reserve the right, in our sole discretion, to modify or replace any or all of the terms of this Agreement or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content), with or without notice. "

"If we make material changes to this Agreement that negatively affect you, or materially reduce the Services, we will notify you by posting a notice or new version of this Agreement on the Site, or by sending you notice through the Services, via email or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of material modifications, it is also your responsibility to check this Agreement periodically for changes. Your continued use of the Services following notification of any changes to this Agreement constitutes acceptance of those changes, which will apply to your continued use of the Services going forward. Your use of the Services is subject to the Agreement in effect at the time of such use. Irrespective of the above, the terms of the Agreement for Consumers will not be changed during the term of the Agreement to the detriment of the Consumer. Any such change will be made with due notice and with effect from the next term at the earliest making it possible for the Consumer to withdraw from the Agreement. 14.8. This Agreement and the rights hereunder are not transferable or assignable by you (and any attempted assignment will be void) without our prior written consent, except to a person or entity who acquires all or substantially all of your assets or business, whether by sale, merger or otherwise. "

" We may update or modify this Agreement or the Privacy Policy at any time and such updated versions will be posted on the Site. You are responsible for periodically checking this Agreement and Privacy Policy. Your continued use of the Site and/or the Services after this Agreement and/or Privacy Policy are updated shall be deemed acceptance of any such updated Agreement and/or Privacy Policy. This Site and the Services are not designed for or directed at children 13 years of age or younger. In addition, in order to enter into this Agreement, you must be 18 years old or have otherwise reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it. You may not use the Services and may not accept this Agreement if (a) you are not of legal age to form a binding contract with us, or (b) you are a person barred from receiving the Services under the laws of Denmark, the United States or other countries including the country in which you are a resident or from which you use the Services. "

" 13.1. You agree that we or our agents may monitor the Services to ensure your compliance with the terms of this Agreement."

" 5.6. You are entitled to a refund if you cancel your subscription and contact our Customer Support team within 14 days of your purchase. To initiate a refund request, kindly send us an email at support@uizard.io . Should you suspect a billing error, please reach out to our support team at support@uizard.io . We are committed to collaborating with you to resolve any issues effectively. 5.7. We may use a Payment Processor to charge you through a payment account that is linked to your account (your "Billing Account"). The processing of payments from your Billing Account will be subject to the terms and conditions and privacy policies (if any) of the Payment Processor in addition to this Agreement. We take no responsibility for any errors made by the Payment Processor with respect of the Fees that areConsumers will not be charged a fee without the Consumer's specific acceptance of the pricing and Terms of Service due. To this end, we reserve the right to correct any errors or oversights that the Payment Processor makes regardless of your Billing Account having already made payment. 5.8. If you fail to pay your Fees on time Uizard will charge you late Fees and penalties (“Default Interest”). Uizard reserves the right the employ actions they deem necessary in the recovery of outstanding Fees under applicable law. You agree to reimburse Uizard for all reasonable fees, costs and ancillary expenses incurred in the efforts made to collect the outstanding Fees including but not limited to the Default Interest."

" 7.1. We warrant to you that the Services will be performed in a manner consistent with industry standards reasonably applicable to the provision thereof. Your exclusive remedy and our sole obligation for breach of the warranty in this Section 7 will be our use of commercially reasonable efforts to replace the non-conforming portion of the Services within a reasonable period of time, or if we cannot replace the Services within such time period, then we will refund the amount paid by you for the Services, pro-rated from the date of the notice of the claim. Your rights and our obligations in this Section 7 are conditioned upon you providing us with written notice of the claim, a complete description of the alleged defects and a specific reference to the part or parts of the Services, as applicable, to which such alleged defects are contrary. YOU ACKNOWLEDGE THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, WE, OUR AFFILIATES AND OUR LICENSORS MAKE NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES OR USE THEREOF. WE, OUR AFFILIATES AND OUR LICENSORS HEREBY EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT AND INFORMATION CONTENT."

" 11.1. A party will provide written notice to the other party of any controversy, dispute or claim arising out of or relating to this Agreement, or to the formation, interpretation, breach, termination, or validity thereof ("Controversy"). The parties shall engage in good faith negotiations to resolve the Controversy. Only if the Controversy is not resolved through good faith negotiations within 15 days of the sending of the written notice of Controversy, the Controversy may be submitted to litigation. Any dispute arising out of or in connection with our relationship, including any disputes regarding the existence, validity or termination of this Agreement, shall be governed by the laws of the Kingdom of Denmark. The dispute shall be subject to simplified arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of the simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. 11.2. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Nothing in this Agreement shall be deemed as preventing either party from seeking immediate injunctive relief from any court having jurisdiction over the parties and the subject matter of the dispute. 11.3. If you are having trouble using the Service or experience any other issues, you may contact our customer service team directly through our contact formula at the website. Consumer complaints can be submitted to the Danish Center for Complaint Resolution and the Consumer Complaints Board: https://naevneneshus.dk/start-din-klage/center-for-klageloesning-og-forbrugerklagenaevnet/ "

"We may assign or transfer this Agreement without your consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns."