This Software as a Service (SaaS) Agreement (”Agreement") is agreed upon between Argil.ai ("Argil," "we," "us," or "our") and you, the client ("Client”, “Customer”, "you," or "your"), who might be an individual or an organization represented by an authorized agent.Both Argil and the Client are jointly referred to as the "Parties".
Argil provides tools and solutions (the "Solutions", “Service”, or “Services”) through its platform, accessible at Argil.ai and connected sites through their API, including but not restricted to Argil.ai (collectively, the "Platform").
These Solutions empower users to produce images and text from their own data (the "Generated Assets"), develop personalized AI workflows (the "User Workflows"), and chat with virtual assistants (’Experts’) powered by artificial intelligence.
For creating such images and digital properties using their own uploaded content (the "User datasets") along with descriptive input.
This agreement is a contract that provides you with the terms and conditions that go through your access and utilization of the platform and services.
By engaging with the Platform or Services, you verify that you are at least 18 years old, or if you are between 13 and 18 years old, you are using the Platform and Solutions under the guidance of a parent or lawful guardian.
If you are accepting these Terms on behalf of an employer or another entity, you attest that you possess the legal authority to bind them to these Terms.
Creating an account or/and using the Platform and services is interpreted as your consent to be legally bound by the terms of this Contract.
User Account: This corresponds to a unique account created by a unique individual. This grants users the ability to use the services provided by Argil. Each User account contains unique information and settings.
Agreement: Every mention of agreement means the legal bond between you and us based on the information provided in this Term&Conditition document.
Customers: Every individual or entity that enters into this Agreement by creating an account on the platform and/or using the platform, and is responsible for the payment of the fees agreed upon is a customer.
Effective Date: This means the starting point of the bonding agreement. It corresponds to the moment you opt for a free or paid plan by creating an account on Argil.
Feedback: Any comments, emails, real life exchanges, feature requests, and grades of the product shared by the customers correspond to feedback. Whether it’s asked for or given naturally.
Generated Assets: Any output based on the foundational model used in the platform (GPT4 or Stable Diffusion) corresponds to generated assets. To exclude any doubts, any generated images or text based on your model (trained on your datasets) is also considered a generated asset.
Intellectual Property Rights: These rights refer to ownership over inventions, artistic works, trademarks, and designs, including the legal power to apply for or renew their registration worldwide. They also cover rights over computer software and databases, both in source and object code form. Lastly, they include the right to sue for misrepresentation or unfair trade practices.
Parties: This refers to Argil and the Customer
Platform: This refers to Argil.ai.
Pricing Page: This refers to the page on which you can find the offers to choose a paid plan and access all our services.
Services: This corresponds to the features put at the disposition of the customers in the free and paid plans. It’s the intrinsic value proposition of Argil.
User models: are the personalized ai models trained by the users based on their own data. User models enable the creation of Generated assets, on the base of their datasets and text inputs (prompts).
User assets: This refers to any image or text output generated on Argil, or using Argil technology through an API call. Any generation on the basis of services provided by Argil corresponded by a specific user corresponds to user assets.
Users: Every individual who accesses, interacts with, or uses any of the services provided by Argil.
Usage Data: This corresponds to non-personally identifiable data or information generated, collected, or derived from the use of the services.
By selecting "Yes," you confirm that you have attained the legal age required to enter into a binding agreement within your jurisdiction and consent to abide by these Terms. If you are utilizing the Services on behalf of a business or other entity, you additionally assert that you possess the requisite authority to bind said entity to these Terms. In the event that you have not reached the legal age, did not accept these Terms, or lack the necessary authority, you are prohibited from accessing or using the Services. Any unauthorized usage would constitute a breach of these Terms.
3.1 Your assets and Generated assets are your own:
You retain exclusive ownership of the assets generated on Argil and you retain all rights, title, and interest in and to them.You can use the generated assets without limitations as to place, time, and content. Any monetary value you may get from this usage is exclusive to you.You are free to mention or not that the assets were generated by using Argil Services, we will never ask or force you to do it in a tacit or explicit way.You represent and warrant that you own or have the necessary rights and permissions to upload and use your User Assets on the Platform.Any model trained on argil using datasets for which you do not possess intellectual property rights is your responsibility. Argil forbids this usage of its services.
3.2 Your datasets to train personalized models
As of the training of our Artificial Intelligence model, Argil does not use any of your User assets and generated assets to train other models than the one for which you have selected and submitted your assets with consent.On Argil you can upload your private datasets to build personalized models, for instance, you can upload a picture of yourself and then generate images of you in different settings. In other terms, you train the AI on you.If you are using the platform directly with an Argil user account, the images used to train your dataset will be kept on the platform until you are no along an active customer or decide to delete them.On the other hand, if you are using Argil via a third party that integrated our API, there are two possibilities:1/ The third party decided to host the data used to train the models and the models themselves on the platform.In that case, we will keep the data used to train the model for the time decided by the third party and the decision will be their responsibility.2/ The third party decided to not host the data used to train your personalized models and the models themselves on the platform. In that case, we will not keep your data longer than 24h, past that time we will delete them.However the third party providing you the service using our API might keep the data for longer than 24h, we are responsible for that.Please check the terms&condition of the third party using our API, in that case, we are just a technology provider.
3.3 Limited License to the User Assets and Generated Assets:
When using Argil's services, you confer on the platform a global, non-exclusive, royalty-free, non-sublicensable, non-transferable license to accommodate, employ, duplicate, circulate, prepare derivative works from, augment, and exhibit the User Assets and Generated Assets. This is exclusively for the aim of delivering the Services to you, producing Usage Data, and enhancing Argil's products and services. You represent and warrant that you have the necessary rights and permissions to grant us the limited license rights in your User Assets under these Terms.You also affirm and guarantee that your User Assets, uploaded on the platform for model training, don't infringe, misappropriate or violate third-party Intellectual Property Rights, publicity, or privacy rights, nor do they contravene any applicable laws or regulations through their use or availability via our Services.
3.4 Usage Data:
In regards to your Usage Data, Argil owns all rights to the generated or derived data from your usage of the services. As for the feedback, any improvements, modifications, or enhancements are exclusively owned by Argil.We have the right to analyze, derive trends and research out of the Usage data for the development of Argil.We have zero obligation to compensate you in any way out of the benefit Argil may get from Usage data.
When sharing your Feedback on our Services:
You're granting us an unlimited right to utilize and benefit from this Feedback in any way. We owe no obligations to you or any third party, nor do we owe any compensation.We retain full ownership and interest in any enhancements or improvements developed from your Feedback.
There's no requirement for us to pay or share any profits that may arise from the use of your Feedback.
Your use of Argil must adhere to these terms and abide by the law. You also agree to future changes regarding the usage of our Services. We reserve the right to suspend or end your access to our Services. Refer to our Term and Termination section for more details.
5.2 Prohibited content
Argil already created a feature on the platform to filter automatically the generation of prohibited content, but this feature is open to error and in some cases don’t work. Some times it may be too restrictive and in other cases not enough.
You agree to not yourself, and will not permit any person or entity through the integration of our API to use or allow the use of the services provided by our platform for any deceptive practices.
You will not use the Platform to generate, upload, or share any content that is obscene, pornographic, offensive, hateful, violent, or otherwise objectionable, including but not limited to content depicting nudity, blood, gore, self-harm, discrimination, harassment, pedo-criminality or promoting illegal activities.
Any violation of these restrictions may result in immediate termination of your access to the Platform and a permanent ban from future use.We also have the right to sue you, so don’t do any of the prohibited actions.
Any usage of Argil workflows and API to streamline the generation of text and images for a high-risk use case identified by the European regulatory framework go against our policy and we are in our right to stop your subscription and pursue legal action against you. You can find the list of the use cases: here.
5.3 Misleading content
You agree not to use or authorize or facilitate any attempt by another person or organization to use our services to generate or disseminate content with the intent to mislead or deceive others, including but not limited to the creation of fake news, deep fakes, or other false or misleading information.
You agree not to use any workflow to generate outputs that we, in our sole discretion, deem offensive.Examples are creating hateful or offensive content that disparages any ethnic, racial, sexual, gender, religious, or other group.
Uploading pictures of children to create personalized models for any type of generation is prohibited without explicit written consent from Argil’s team of specific use cases such as parents that want to gift their child with a comic book with images of them being the main character.
Any violation of this provision may result in immediate termination of your access to the Platform and a permanent ban from future use.We also reserve the right to consider other conduct to be prohibited.
Our Free Trial Services are for internal evaluation. We aren't liable for any issues arising from their use unless a law requires them.
Your responsibility for any damages from trial use, breaches, or indemnification is unrestricted.With the free trials, you are considered a user of the platform, and all the rights and duties cited above regarding the prohibited usage and the ownership of the assets generated apply to you.
Trials typically last 7 days but can be altered with a mutual written agreement. We can stop the free trial anytime without liability.
7.1 Payment Models:
Our platform provides two payment models: a Software-as-a-Service (SaaS) subscription, which is charged monthly or yearly in advance, and a pay-as-you-go model, which is billed at the end of the month.
Prices can be found on our website or may be arranged separately for specific customers.We also charge for seats in a team if you want to have a collaborating space for your team.
7.2 API Usage:
To use the API, you must first register an account with us and then subscribe to the platform. Your use of the API will be charged according to the number of credits consumed.
7.3 Free Trial:
We offer a free trial period during which you can access all the platform features. However, once the trial period ends, you will need to subscribe to a payment model to continue using the platform.
All applicable taxes related to the Services are your responsibility.
7.5 Fee Changes:
We reserve the right to change our fees. If there's a change, we'll let you know in writing before your current Service Term ends. The new fees will apply at the start of your next Service Term.
7.6 Late Payments:
If your payment is 10 or more days overdue, we may suspend your access to the Services or limit their functionality until the outstanding amount is paid. We might also close your account due to unpaid fees. For more details, refer to the "Term and Termination" section.
7.7 Payment Provider:
We use a third-party service to process your payments. By giving us your payment information, you're allowing us to share and process that information via the third-party service. We are not responsible if the third party fails to protect your information properly.
The processing of payments will be subject to the third party's terms, conditions, and privacy policies, along with our own terms. We may switch to a different payment service and transfer your information to other services that use secure transport layer security or similar technology.
When creating an account you become bonded to this agreement at the effective date of your account creation until you’re no longer an active user or the contract is terminated under the condition we cover in this section.
This agreement becomes invalid only for legally valid reasons. Some parts of this agreement might survive the termination.
If you don’t respect the terms of this agreement by for instance creating prohibited content or not respecting intellectual property rights, or failing to pay any amounts due for your subscriptions for one of our paid plans under 10 days after receiving written notice of non-payment.
If we terminate the agreement for cause of non-payment you will still be liable to Argil for all fees and charges incurred through the effective date of termination.
In case of termination, we may immediately suspend access to the services without liability until your breach of the agreement is cured.In case of termination, we have in our sole discretion the right to delete all of your content from the platform.
If deleted you won’t be able to recover your content.Here are the rules of this agreement termination:
1: You will lose instantly access to the platform
2: We will give you 30 days to transfer your user assets and generated assets, after that period we will delete your data.
3: Any account without a valid subscription or usage for 6 consecutive months will be suppressed
If your agreement is terminated for the reasons mentioned above, any rights or obligations of the parties that should survive such termination will remain enforceable.
10.1 Argil usage of third-party
Argil is not the owner or builder of any Artificial Intelligence foundational model. All the image and text generation is based on existing models, which as of today proposed in the platform are:
1: GPT4, trained by Openai and integrated into Argil by their API.
2: Stable Diffusion models, trained by Stable Diffusion and integrated into Argil by their API.
In the future, we might add new models. We will notify you when it will happen. All the models that we will add will either be owned and built by third parties or open-sourced.
The choice of the model in Argil’s services will be the wish of the consumers. We are not responsible for the choice of the model nor of the output they will provide based on your inputs.
This agreement explicitly says that we have no control over the way the model has been trained and the output they provide you with.You are responsible for the inputs you give Argil, and the third parties are responsible for the output generated.
The models may be modified, suspended, or terminated at any time and without any notice.
Argil aims to integrate different tools to facilitate and improve the creation of your AI automation, and for that using third parties API is the best way to make it happen.
Argil may contain links to third parties, this is done for convenience and not because we have any type of responsibility over what is done on these websites.
All the third parties are independent of us and we have no control over them.
10.2 Providers of third-parties
Your agreement to these terms recognizes that all our licensors, providers, or other third-party entities:
1: Are not included in these Terms
2: Hold no responsibility to provide any maintenance or support for Argil
3: Bear no accountability for addressing any claims by you or others related to our Services.
Any third-party violation of intellectual property rights is not the responsibility of Argil or the providers used to provide Argil’s services.
As a condition for using our Services, you agree to safeguard and compensate Argil as well as entities that work for and with that may be impacted by any harmful situations in which we may be put because of you.
This also applies to users that will integrate Argil’s API into their app. User-generated content on the basis of our API, or any third party that will interact with Argil’s services through your application is under your responsibility and you’ll be liable for any harmful action that may rise against Argil.
We provide Argil’s Services as it stands right now, or in other words, "as is". This means that we're not making any specific promises about its functionality or error-free operation.There are no warranties associated with our services.
11.2 Waiver of Liability
Although we strive to ensure our software meets high-quality standards, we can't guarantee it will always work perfectly or that it won't have bugs. By using our service, you understand and agree to this.
11.3 Limitation of Liability
We're not offering any warranties, which are specific guarantees about the performance or quality of our service. In other words, if something goes wrong, we may not be obliged to fix it, replace it, or compensate you.
However, we will always do our best to provide you with reliable, high-quality services. We encourage you to reach out to us with any issues, and we'll do our best to assist you.
Ultimately, your use of our service means you're agreeing to accept it with its current qualities and performance, including any possible issues that might arise.
Argil is not responsible for any infringement of someone else’s intellectual property.
Argil’s users should not train models with datasets that they do not own intellectual property rights.
In some places, laws may not allow us to limit our responsibilities or exclude certain guarantees. Therefore, some of the restrictions mentioned earlier might not apply to you. However, they'll be enforced to the fullest extent that the law allows.
If you have any questions regarding the terms of this agreement or need additional information, please contact me at email@example.com