Welcome to Strand Intergalactic! Strand Intergalactic is a platform that provides licensees with licensed and approved assets for AI workflows while giving artists and rights owners payment for their work and users appropriate attribution of assets used in generation. We will refer to all users, individually or collectively below as “you” or “Licensee” unless otherwise specifically referenced below.
Please read these Terms of Service (the “Terms”) carefully because they govern your access and use of https://www.strand-intergalactic.com and all related websites, mobile apps, platforms, API and web-based services (the “Sites”) and other interactive features, applications, content, downloads and/or other online services that we own and control and that post or link to these Terms (collectively with the Sites, the “Services”), which are offered by Strand Intergalactic, Inc. (“Strand IG,” “we,” “us,” or “our”).
1. Overview of the Services
Strand IG provides Licensees with licensed and approved assets to use in their own AI workflows, while providing artists and rights owners with the ability to receive payment through the approved monetization of their assets. Strand IG analyzes each generation to provide accurate attribution for all licensed assets.
The Services include, without limitation:
Strand IG-provided proprietary tools that flow directly into the users’ own AI workflows.
A catalog of licensed content and assets for use in AI workflows
Attribution of content in each generation
Payment to artists and other rights holders for use of their licensed content and assets
2. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.
3. Privacy Policy
Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.
4. Changes to these Terms or the Services
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the website and/or may also send other communications. It’s important that you review the Terms whenever we update them. If you continue to use the Services after we have posted updated Terms, it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
5. Who May Use the Services?
a.
Eligibility. You may use the Services only if you are at least 18 years of age (or such other minimum age at which you can provide consent to data processing under the laws of your territory), and not otherwise barred from using the Services under applicable law.
b.
Compliance. The Services are only available to users in certain jurisdictions who can use the Services as permitted under applicable law. You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Services, including applicable anti-money laundering, counter-terrorist financing, and economic sanctions laws and regulations. Without limiting the foregoing, by using the Services, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo; (ii) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties; and (iii) you will not use the Services to conduct, facilitate, or promote any unlawful activity, including money laundering, terrorist financing, fraud, or other financial crimes. If you access or use the Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory, or jurisdiction does not violate any applicable laws. You must not use any software or networking techniques, including use of a VPN to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. We reserve the right, but have no obligation, to monitor the locations from which our Services are accessed. Furthermore, we reserve the right, at any time, in our sole discretion and to the extent permitted by applicable law, to (1) block access to the Services, in whole or in part, from any geographic location, IP addresses, and unique device identifiers, or to any user who we believe is in breach of these Terms; (2) request information or documentation to verify your identity or the source of funds associated with transactions conducted through the Services; and (3) monitor transactions for the purpose of detecting fraud, financial crime, or other prohibited activity. You agree to promptly provide any information reasonably requested by us in connection with compliance with applicable anti-money laundering, sanctions, or financial crime laws. For the purposes of these Terms, “Restricted Territory” means Cuba, Iran, North Korea, Syria, and the Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, Belarus, and Russia or any other country to which the United States embargoes goods or imposes similar sanctions.
6. Using the Services
a.
Licensee License to Use the Services. Subject to your compliance with these Terms, Strand IG grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services for the purposes described herein.
7. Specific Features; Ownership; Licensing
a.
Licensor Ownership. Strand IG has separately entered into license agreements with artists and rights owners (“Licensors”) of the licensed assets provided through the Services (“Assets”). The Licensors own the Assets. Licensors have granted Strand IG a limited, revocable, non-exclusive, sublicense right to access and use the Assets and to provide such Assets to Licensees, subject to any limitations on the use of the Assets as set by the Licensors (“Asset Restrictions”). Strand IG shall be the sub-licensor of the Assets to you.
b.
Licensee Ownership. You own your Inputs. Strand IG has no interest in owning any Inputs, Outputs or other new works created through the use Strand IG and/or shared or distributed by users. As between Strand IG and you, you own all intellectual property rights in and to your Outputs. However, as between you and the Licensor, ownership and derivative works will be governed by the Asset Restrictions set by the Licensor. Any work created (including draft Outputs) will remain the property of Strand IG or the Licensor, as applicable, until such time as you publish and purchase pursuant to the Attribution Report and License Agreement, as described in Section 8 below, the right to own/and or use your Outputs.
c.
Strand IG Services. Strand IG or its licensors, as applicable, do retain all right, title, and interest in and to the Services and any tools, applications, and/or content that Strand IG makes available via the Services including all enhancements, modifications or adaptations thereto, and all intellectual property or other proprietary rights thereto and any derivatives thereof. Strand IG’ or its licensors’ ownership extends to all background infrastructure technology developed or enhanced by Strand IG to enable and configure the Services. You agree to grant certain rights to Strand IG in accordance with this Section 7 if you use our Services. Strand IG hereby grants you a limited, revocable right to use certain aspects of the Services made available for the express purposes herein and in accordance with any rights or restrictions disclosed to you. If Strand IG, in its sole discretion, believes you are not complying with these Terms, Strand IG may suspend or terminate your ability to use all or a portion of the Services at any time.
d.
Rights You Grant to Strand IG. By using the Services, you hereby grant to Strand IG an irrevocable, perpetual, worldwide, non-exclusive, royalty-free, fully paid-up license to enable distribution of any content, text, files, documents, graphics, images, photos, audio, or video you input into the Services (collectively, “Input(s)”), as well as any output generated through use of the Services (“Output(s)”), in connection with (i) operating the Services, and (ii) enabling attribution and facilitating payment via the Services including without limitation, the right to index, organize, compile, analyze and store your Inputs and Outputs (and any associated metadata or lineage data). The rights you grant to us are not revocable.
e.
Strand IG Data Usage Rights. Strand IG itself will not use any Inputs or Outputs to train any third-party models or otherwise create any new content. Strand IG will and you agree to allow Strand IG, on an irrevocable, royalty-free, perpetual worldwide basis to use, compile, derive, and share aggregated data, feedback, machine or other learnings including any metadata or lineage data from your use of the Services to improve, optimize, enhance, monitor the Services or otherwise create and provide new products or services. Notwithstanding the foregoing, Strand IG will use commercially reasonable efforts to keep user search queries, asset inputs and outputs confidential and secure.
f.
Rights You Grant to Others.
While Licensees can freely remix and share content, and create new content, Licensees must adhere to any license restrictions to any Licensor’s Assets and any derivative works protected as such under applicable copyright laws, and, accordingly, Licensees acknowledge and agree (1) that they will NOT clone, replicate, copy or otherwise interfere with any Licensor’s rights in and to its Assets, and (2) to adhere to any attribution requirements, including compute payments required by Strand IG and facilitated through the Strand IG Services. While Strand IG cannot control off-platform use or monetization of content by any users, Strand IG does expect all Licensees to ensure attribution and payments are made to Licensors whenever Licensor’s proprietary content is being monetized, as applicable, and subject to applicable laws. Strand IG will further endeavor to provide certain data to Licensors accordingly as further described in Section 8 and each Licensor’s applicable license agreement, to help the parties manage any payments due to Licensors on Strand IG. You acknowledge and understand that Strand IG is a platform, and will not, however, determine the copyrightability of any works, the owner, or otherwise arbitrate any disputes between parties or be responsible itself for any payments owed or due to any party on its Services. Strand IG will, however, support attribution and payment on Strand IG to various parties based on your usage, creation, and sharing of content on Strand IG as described in Section 8 of these Terms.
g.
Your Representations. You are solely responsible for all of your Inputs and Outputs and any AI models or workflows you choose to use to produce any Outputs, and allow access to via Strand IG. You represent and warrant that you have (and will have) all rights that are necessary to grant Strand IG and all other third parties the rights granted under these Terms. You represent and warrant that no Input or content made available via the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation or violate our policies posted through our Services. Strand IG will not be the arbiter of any disputes regarding any rights in Inputs or Outputs or any payments or attribution even if Strand IG facilitates payments through its Services. If you object to the use of your Inputs or other proprietary content as described herein, do not use our Services, or if you are a third party who is concerned by use of your content on Strand IG, please refer to our DMCA policies in Section 11 below.
8. Attribution
a.
Strand IG is making available via its Services certain tracking attribution and payment features to allow reporting and payments to Licensors from Licensees and also to enable Licensors to (i) track and be compensated by Licensees for computational usage of its Assets and content on the Services; and (ii) access certain data to view how Licensors’ content may be used on the Services. For further details to understand how this works, please read the rest of this Section 8, Section 9 and the Attribution Report and License Agreement, found here www.strand-intergalactic.com/arla.
b.
In connection with the tracking attribution and payment features made available by Strand IG via the Services, the Strand IG automatically tracks such attribution information, including without limitation, what content was created, how it was created, attribution information (e.g., Assets and other content), and Licensee name (collectively, “Attribution Information”). The Attribution Information will be provided in the Attribution Report and License Agreement.
c.
Licensors further acknowledge and agree that with respect to any facilitation of payments made by Strand IG via the Services to Licensor, Strand IG is simply facilitating such payments to Licensors for Strand’s use of the Assets as a licensee of such Licensors. Payments made to Strand by Licensees is for the use of the Services. Strand IG itself is (1) not liable or responsible itself to make any payments to Licensors with respect to any use of the Licensors Assets or content on or off the Services by Licensees and users.
9. Payments; Taxes
a.
General. Certain payment functionality available through the Services may be provided or facilitated by one or more third-party payment processors (each, a “Payment Processor”). Your use of such payment services may be subject to the terms, conditions, and privacy policies of the applicable Payment Processor, and you agree to comply with those terms to the extent applicable. By using any payment functionality on the Services, you authorize us to share necessary account, transaction, and other information with the applicable Payment Processor for the purpose of facilitating payment transactions and related services. We are not responsible for holding your funds or transmitting monetary value on your behalf. We do not control and are not responsible for the acts, omissions, or services of any Payment Processor, including the processing of payments, settlement of funds, or handling of payment-related disputes. We reserve the right to add, remove, or change Payment Processors at any time.
b.
Credits. To purchase access and use of credits we make available for sale through the Services, you must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence, have a credit or debit or credit card or access to a business account for ACH debits. Prior to the purchase of any products or services, you must provide us with: (A) a valid credit card number and associated payment information including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers or codes needed to charge your card, or (B) appropriate business account information including: (i) account name, (ii) account number and (iii) any other information required by our payment processor. By submitting that information to us or our Payment Processor, you agree that you authorize us /or our processor to charge your card or debit your account at our convenience but within thirty (30) days of such authorization. For any credit that you purchase, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order. Strand IG will automatically bill your credit card or other form of payment submitted as part of the order process for such price. Credits that you purchase will not expire.
c.
EXCEPT AS SET FORTH HEREIN, ALL PAYMENTS ARE FINAL AND YOU WILL NOT BE ABLE TO CANCEL A PAYMENT AND/OR RECEIVE A REFUND AT ANY TIME.
d.
Taxes. You are solely responsible for all costs incurred by you in using the Services, and for determining, collecting, reporting, and paying all applicable Taxes that you may be required by law to collect and remit to any governmental or regulatory agencies. As used herein, “Taxes” means the taxes, duties, levies, tariffs, and other charges imposed by any federal, state, multinational or local governmental or regulatory authority. You are solely responsible for maintaining all relevant Tax records and complying with any reporting requirements you may have as related to our Services. You are further solely responsible for independently maintaining the accuracy of any record submitted to any tax authority including any information derived from the Services. We reserve the right to report any activity occurring using the Services to relevant tax authorities as required under applicable law.
10. General Prohibitions and Strand IG’s Enforcement Rights
You agree not to do any of the following:
a.
Post, upload, publish, submit, import, or transmit any Asset, Input or Output that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
b.
Use the Services in a manner that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable national, federal, state, local or international law or regulation or would give rise to civil liability; (iii) generates or disseminates fraudulent, verifiably false, misleading or deceptive information and/or content with the purpose of harming others; (iv) is defamatory, disparaging, harassing, threatening, obscene, pornographic, vulgar or offensive; (v) is intended to or has the effect of discriminating against or harming individuals or groups based on online or offline social behavior, known or predicted personal or personality characteristics, or legally protected characteristics or categories; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) is for the purpose of exploiting, harming or attempting to exploit or harm minors in any way; (viii) exploits any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm; (ix) promotes illegal or harmful activities or substances; (x) generates or disseminates personal identifiable information that can be used to harm an individual; (xi) is for fully automated decision making that adversely impacts an individual’s legal rights or otherwise creates or modifies a binding, enforceable obligation; (xii) provides medical advice, medical results interpretation, financial advice or legal advice or opinion; (xiii) generates campaign materials in high volumes; or (xiv) generates or disseminates information to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime (e.g., by text profiling, drawing causal relationships between assertions made in documents, or indiscriminate and arbitrarily targeted use);
c.
During the term of these Terms and afterward, not take any action or make any statement that disparages or denigrates Strand IG, the Services, or Strand IG’s other products or services, or otherwise injure the reputation of the foregoing;
d.
Use, display, mirror or frame the Services or any individual element within the Services, Strand IG’s name, any Strand IG trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Strand IG’s express written consent;
e.
Distribute, sell, transfer, sublicense, lease, lend or rent the Services to any third party, or otherwise make the functionality of the Services available to multiple users through any means (unless applicable law permits, despite this limitation);
f.
Make or seek to make any tool, application, website, product, or service that is competitive to the Services and/or any component of any of the foregoing;
g.
Access, tamper with, or use non-public areas of the Services, Strand IG’s computer systems, or the technical delivery systems of Strand IG’s providers;
h.
Attempt to probe, scan or test the vulnerability of any Strand IG system or network or breach any security or authentication measures;
i.
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Strand IG or any of Strand IG’s providers or any other third party (including another user) to protect the Services;
j.
Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Strand IG or other generally available third-party web browsers;
k.
Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
l.
Use any meta tags or other hidden text or metadata utilizing a Strand IG trademark, logo URL or product name without Strand IG’s express written consent;
m.
Use the Services, or any portion thereof, for the benefit of any third party or in any manner not permitted by these Terms;
n.
Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
o.
Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
p.
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
q.
Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
r.
Impersonate or misrepresent your affiliation with any person or entity;
s.
Use, extract, or exploit any content generated through the Services, in whole or in part, to train, fine-tune, validate, or improve any artificial intelligence, machine learning, or similar models that compete with the Services, Strand IG, or the Licensors whose works are made available through the Services, including for the development of derivative or substitute products or services;
t.
Misrepresent the origin of any content generated through the Services, including by claiming or implying that such content was created solely by you or another person without acknowledging the use of the Services or applicable Assets, or by removing, obscuring, or falsifying any attribution, notices, or disclosures associated with the output;
u.
Use any content generated through the Services for purposes that are subject to legal, regulatory, or professional requirements—such as medical, legal, financial, or other regulated activities—without complying with all applicable laws, regulations, licensing requirements, and industry standards, and without appropriate human review, oversight, or professional qualification as required by law;
v.
Violate any applicable law, regulation, or commitment you may have with a third party (including without limitation using features of Strand IG’s Services on third party resources that expressly permit the usage of such features); or
w.
Encourage or enable any other individual to do any of the foregoing.
Strand IG is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
11. Procedure for Alleging Copyright Infringement
a.
DMCA Notice. Strand IG will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Services, then you may send us a written notice that includes all of the following:
i.
a subject line that says: “DMCA Copyright Infringement Notice”;
ii.
a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
iii.
a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Services on which the material appears);
iv.
your full name, address, telephone number, and e-mail address;
v.
a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
vi.
a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and
It is often difficult to determine if your copyright has been infringed. Strand IG may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and Strand IG may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.
Without limiting Strand IG’s other rights, Strand IG may, in appropriate circumstances, terminate a repeat infringer’s access to the Services and any other website owned or operated by Strand IG.
b.
Counter-Notification. If access on the Services to a work that you submitted to Strand IG is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:
i.
a legend or subject line that says: “DMCA Counter-Notification”;
ii.
a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Services from which the material was removed or access to it disabled);
iii.
a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
iv.
your full name, address, telephone number, e-mail address, and the username of your account;
v.
a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the United States, to the jurisdiction of Los Angeles, California, and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and
vi.
your electronic or physical signature.
Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Service. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Notice.
12. Links to Third Party Websites or Resources
The Services may be integrated into or contain links to third-party services, applications, software tools, generative AI tools, decentralized applications, websites or resources (collectively, “Third Party Services”). In some cases, access to these Third Party Services requires that you navigate away from the Services, and in other cases, you can access the functionality of Third Party Services with a native frontend software link within the Services. We provide access to these Third Party Services only as a convenience, do not have control over their use, content, functionalities, security or any other aspects of their offerings, and do not recommend, warrant or endorse, and are not responsible for the availability, security, functionality, or legitimacy of, the Third Party Services including without limitation, their content, assets, products or services on or available from those Third Party Services (including any related websites or resources or links displayed in connection with such Third Party Services). You are solely responsible for any fees, costs, or other charges associated with accessing Third Party Services. We make no warranties or representations, express or implied, about such linked Third Party Services, the third parties they are owned and operated by the suitability of their products or services, or the assets they make accessible. We are not obligated to monitor, modify, or otherwise act on or in connection with the Third Party Services. You acknowledge sole responsibility for and assume all risk arising from, your use of any Third Party Services, third-party websites, applications or resources. Strand IG and its affiliates shall not bear any liability, whatsoever, for any damage caused by any Third Party Services.
13. Termination
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time via the functionality of the Services. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 7, 10, 14, 15, 16, 17, 18, and 19, and 20.
14. Warranty Disclaimers
a.
THE SERVICES AND ALL COMPONENTS THEREOF ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements, improve the performance of any Input, or be available on an uninterrupted, secure, or error-free basis. We make no representations, warranties, or guarantees regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services, including without limitation whether any analytics and recommendations provided by the functionality of the Services will result in any specific outcome, result, impressions, or revenue or benefit of any kind.
b.
STRAND IG IS NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. STRAND IG PROVIDES AN ADMINISTRATIVE PLATFORM ONLY. STRAND IG FACILITATES TRANSACTIONS BETWEEN LICENSORS AND LICENSEES BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN THE LICENSORS AND LICENSEES OR BETWEEN ANY USERS.
c.
YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE LEGITIMACY AND AUTHENTICITY OF ASSETS YOU USE AND PUBLISH THROUGH THE SERVICES. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, STRAND IG MAKES NO CLAIMS ABOUT THE LEGITIMACY OR AUTHENTICITY OF ASSETS ON THE SITE.
d.
YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES USE EXPERIMENTAL TECHNOLOGY, LIKE GENERATIVE ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING ALGORITHMS, AND MAY SOMETIMES PROVIDE INACCURATE OR OFFENSIVE CONTENT THAT DOESN’T REPRESENT OUR VIEWS. ACCORDINGLY, WE DO NOT MAKE ANY WARRANTIES REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF OUTPUT, INCLUDING ANY INFORMATION OR CONTENT THEREIN. YOU FURTHER ACKNOWLEDGE THAT OUTPUT IS GENERATED BY GENERATIVE ARTIFICIAL INTELLIGENCE TOOLS AND MAY NOT BE PROTECTABLE UNDER APPLICABLE INTELLECTUAL PROPERTY LAWS, AND STRAND IG HEREBY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE OWNERSHIP OR PROTECTABILITY OF, OR APPLICABILITY OF INTELLECTUAL PROPERTY RIGHTS TO, SUCH OUTPUT. YOUR USE AND RELIANCE OF OUTPUT IS AT YOUR OWN RISK, AND STRAND IG IS NOT LIABLE FOR ANY LOSS OR DAMAGES ARISING FROM THE USE OF OR RELIANCE ON ANY OUTPUT. DO NOT RELY ON THE SERVICES OR ANY CONTENT PROVIDED VIA THE FUNCTIONALITY OF THE SERVICES FOR PROFESSIONAL ADVICE. ANY CONTENT REGARDING THOSE TOPICS IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR ADVICE FROM A QUALIFIED PROFESSIONAL.
15. Indemnity
You will indemnify, defend, and hold Strand IG and its officers, directors, employees and agents, harmless 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 (a) your access to or use of the Services, (b) Inputs, (c) Assets or (d) your violation of these Terms. You will not settle any claim subject to this section without our prior written approval.
16. Limitation of Liability
a.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER STRAND IG NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT STRAND IG OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
b.
TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL STRAND IG’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO STRAND IG FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO STRAND IG, AS APPLICABLE.
c.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN STRAND IG AND YOU.
17. Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 18, the exclusive jurisdiction for all Disputes (defined below) that you and Strand IG are not required to arbitrate will be the state and federal courts located in Delaware, and you and Strand IG each waive any objection to jurisdiction and venue in such courts.
18. Dispute Resolution
a.
Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Strand IG agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Strand IG are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
b.
Exceptions. As limited exceptions to Section 18(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
c.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
d.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration, we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
e.
Class Action Waiver. YOU AND STRAND IG AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
f.
Injunctive and Declaratory Relief. Except as provided in Section 18(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
g.
Severability. With the exception of any of the provisions in Section 18(e) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
19. General Terms
a.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Strand IG and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Strand IG and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Strand IG’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Strand IG may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
b.
Notices. Any notices or other communications provided by Strand IG under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
c.
Waiver of Rights. Strand IG’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Strand IG. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
