Version Effective Date: March 8, 2024
Thank you for using our website, app and service (hereinafter referred to as the “Services”). Please read this Terms of Service (“TOS”) carefully because it governs your access to and use of our Services and are legally binding.
By accessing the Services, You confirm that You are at least 12 years old and meet the minimum age of digital consent in Your country. If You are old enough to access the Services in Your country, but not old enough to have authority to consent to our terms, Your parent or guardian must agree to our terms on Your behalf.
Please ask Your parent or guardian to read these terms with You. If You are a parent or legal guardian, and You allow Your teenager to use the Services, then these terms also apply to You and You are responsible for Your teenager’s activity on the Services.
THIS TOS CONTAINS A BIDING INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION, YOU AND US AGREE TO RESOLVE DISPUTES BY BINDING, INDIVIDUAL ARBITRATION, AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION. YOU AND US FURTHER WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING OUR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT ON OR THROUGH OUR SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED AS A MEMBER (DEFINED BELOW). IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU ARE SUGGESTED NOT TO ACCESS OR USE OUR SERVICES.
We reserve the right, at our sole discretion, to modify, discontinue or terminate our Services, including any portion thereof, on a global or individual basis, or to modify these terms, at any time and without prior notice. If we modify these terms, we will post these terms as modified or otherwise provide you with notice of the modification. By continuing to access or use our Services after we have posted a modification to these terms or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified terms. If the modified terms are not acceptable to you, you are suggested to cease using our Services.
By using our Services, you represent and warrant to us that you will not use our Services, or any of the content obtained from our Services, for any purpose that is unlawful or prohibited by these terms. You will not reverse engineer the Services. You will not use automated tools to access, interact with, or generate images and other assets through the Services.
In order to access the full feature set of our Services, and to post any User Content on or through our Services, you can sign up our Services by your email address, Google or Facebook account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete.
Use of our Services is also governed by Privacy Policy, please review our Privacy Policy.
You represent and warrant that you own all right, title and interest in and to the Content (including but not limited to texts, images, links, codes, models and other documents) you upload, post, publish, display, input or otherwise made available on or through our Services, or otherwise have the right to do so. You must be aware that your Content shall adhere to the Content Policy:
Do not attempt to create, upload, or share images that are not G-rated or that could cause harm.
Do not attempt to create, upload, or share images, including but not limited to:
Hate: hateful symbols, negative stereotypes, comparing certain groups to animals/objects, or otherwise expressing or promoting hate based on identity.
Harassment: mocking, threatening, or bullying an individual.
Violence: violent acts and the suffering or humiliation of others.
Self-harm: suicide, cutting, eating disorders, and other attempts at harming oneself.
Shocking: bodily fluids, obscene gestures, or other profane subjects that may shock or disgust.
Illegal activity: drug use, theft, vandalism, and other illegal activities.
Deception: major conspiracies or events related to major ongoing geopolitical events.
Political: politicians, ballot-boxes, protests, or other content that may be used to influence the political process or to campaign.
Public and personal health: the treatment, prevention, diagnosis, or transmission of diseases, or people experiencing health ailments.
Spam: unsolicited bulk content.
Don’t mislead your audience about AI involvement.
Respect the rights (including the intellectual property rights) of others.
Do not upload images of people without their consent.
Do not upload images to which you do not hold appropriate usage rights.
Do not create images of public figures.
You are encourages to report any suspected violations of these rules through legal@seaart.ai. We reserve the right, but are not obligated, to attention or be involved in disputes between users. Depending on the relevant situation, we may take action, including but not limited to, sending a warning, blocking communications, suspending, off-lining, banning or terminating your Account temporarily or permanently, blocking login, disabling or deleting Content or otherwise take actions at our sole discretion,with or without prior notice. We reserve and maintain the final rights to interpret and take actions according to relevant circumstances of your inappropriate behaviors.
6.1 You acknowledge and agree that any content (including but not limited to models, images, text, and any other forms) you upload and/or publish when using our Services is either your original creation or has been legally authorized (including sublicensing), and does not infringe upon any third-party intellectual property rights. The intellectual property rights of the content you upload and /or publish belong to you or the original copyright owner.
6.2 We retain the ownership (including the intellectual property rights) of the Services and all its embedded elements, including but not limited to the data, technology, software, code, UI, trademarks, logos, and any derivative works therein.
6.3 The third-party software owners shall retain all rights to software used to provide online services (including but not limited to any images, photographs, animations, videos, recordings, music, text, and accompanying materials).
6.4 If you set your content to public, it will be visible to other users. Therefore, you agree to grant us, our affiliates and each user a worldwide, perpetual, non-exclusive, royalty-free, sublicensable license to use, store, distribute, create derivative works from, publicly display your content and any derivative works in any form, through our Services, on any devices, platforms and in current or future media on the internet.
We may use your content on the website for promotional purposes. Any organization or individual believes that the promotions may violate its legitimate rights and interests can submit a written notice to us or contact our customer service,we will handle your complaint as soon as possible after receiving a legitimate and effective notice.
If you have not set your content to public, we will take reasonable and appropriate measures to keep your content confidential and prevent unauthorized access or disclosure.
Above licenses survive termination of this Agreement by any party, for any reason.
6.5 When you download files or images from our Service, or copy content generated by other users or create derivative content from the aforementioned content (referred to as “User Generated Content” or “UGC”), you understand and agree that you do not inherit any rights from the original content creator.
When you using UGC, you shall abide by the following:
Personal, Non-commercial Use: Except for the specific rights granted by the content creator or allowed by this TOS, You may use UGC for personal, non-commercial purposes.
Fair Use: You may use UGC in accordance with fair use as defined by Copyright Law, provided that you attribute the content to “SeaArt.AI” in the appropriate context.
Risk and Warranties: You assume the risk of using UGC. You understand and acknowledge that we cannot guarantee that UGC is free of infringing. If your use of UGC causes us any infringement losses, you will be liable for such compensation.
The above terms apply in addition to any specific licensing terms provided by the content creator and are not intended to limit any rights granted by such licensing terms. Furthermore, when content contains reasonable and customary license notices (such as open source licenses), the content will continue to be governed by those license terms when further accessing, distributing, or using the content.
6.6 You acknowledge and agree that in order to protect your legitimate rights and interests on our service in a timely and effectively manner, you specifically grant us a right to take legal actions, either independently or through professional third-party organizations, in our own name, to prevent potential infringement of your legal rights (including but not limited to copyright and trademark rights) and our interests. Such authorized legal actions may include but are not limited to: infringement monitoring, sending warning letters, filing administrative complaints, reporting to public security authorities, initiating legal proceedings, applying for arbitration, mediation, and settlement.
We respect the intellectual property rights of others. If you believe that your intellectual property rights have been infringed, please send your claim via email to legal@seaart.ai, with subject line: “Copyright Infringement” and with a detailed description of the alleged Infringement as detailed below, we may delete or disable content alleged to be infringing and may terminate Accounts of repeat infringers.
Written claims concerning copyright infringement must include the following information:
·(i) A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
·(ii) A description of the copyrighted work that you claim has been infringed upon;
·(iii) A description of where the material that you claim is infringing is located on the site;
·(iv) Your address, telephone number, and e-mail address;
·(v) A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
·(vi) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Upon receipt of the complaint that complies with the foregoing, we reserve the right to remove or disable access to the accused material or disable any links to the material; notify the party accused of infringement that we have removed or disabled access to the identified material; and terminate access to and use of the Services for any user who engages in repeated acts of infringement.
8.Membership Service
8.1 SeaArt members currently include VIP members and SVIP members, of which SVIP members are divided into beginner Plan, standard Plan, professional Plan and Master Plan. We reserves the right to adjust the version of membership and its Plan according to our actual operational needs.
8.2 After unlocking SeaArt membership service, users shall be granted with the exclusive rights and interests of corresponding members. You can check the introduction of member benefits on the webpage where we state the the membership.
8.3 When you use the membership services provided by us, you agree that we have the right to charge you the corresponding membership service fees. The information for billing method, price and other service fee is subject to the actual display on the ordering webpage of each specific service item or our separate confirmation. We shall have the right to adjust the service scope, fee standard or charge method from time to time, and inform the modification in an appropriate manner.
8.4 We may, due to reasons of marketing strategies, promotional activities,etc., introducing various preferential measures during a specific period, such as "free for a limited time", "limited time", "top-up" and complimentary services, etc. You understand and agree that such preferential measures may be temporary, phased or limited, or may only be applicable to customers who meet certain conditions. You need to purchase and use the corresponding services in accordance with the corresponding rules. If you do not meet the specific conditions, you will not be able to enjoy the corresponding offers. Unless expressly stated otherwise in writing, preferential measures may not be applied in combination.
8.5 The membership service period starts from the successful payment of the relevant service fees, and the specific use period is subject to the service period of the specific service you choose to purchase and use. If you wish to continue to enjoy the membership service after the expiration of the term, you can renew your membership service through purchase or automatic renewal.
8.6 You understand and agree that the SeaArt membership account is bound to your personal account, and it is not allowed to provide the member account to others by selling, sharing or renting without our permission, otherwise we have the right to decide whether to suspend or terminate the service provided to you according to your breach of contract. You shall properly keep your member account and password, and bear the losses caused by the leakage of the password. You shall immediately and effectively notify us of any unauthorized use or misappropriation of your account and password or any other unauthorized situation.
8.7 You acknowledge and agree that in order to ensure that you fully enjoy the membership services and avoid missing out on the rights and interests of high-quality members, we may send you relevant activity information and other necessary information through messages, notices, SMS calls and other forms.
8.8 You understand and agree that the VIP membership service is non-refundable once locked. SeaArt would not refund provided that the member service is in major defects, or otherwise agreed in this Agreement, or required by laws and regulations.
8.9 In order to avoid members' failure to renew in time due to negligence or other reasons, we provide automatic renewal services for users in need.
8.9.1 If a member chooses to lock the automatic renewal service, that is, the member authorized company to entrust the payment channel to withhold the fees of the next billing cycle 24 hours before or after the expiration of the automatic renewal period. If the deduction is successful, the corresponding member service period will be automatically extended.
8.9.2 Automatic renewal includes monthly or annual billing methods, and user is able to choose at his/her own discretion.
8.9.3 If automatic renewal is selected, the user agrees that the payment channel can deduct the membership service fee for the next billing cycle from the user's bound account without verifying the member account password, payment password, SMS verification code and other information.
8.9.4 Unless the member or company voluntarily and explicitly cancels the automatic renewal, there will be automatic renewal and deduction, and there will be no limit on the number of times.
8.9.5 If the member do not voluntarily and explicitly cancel the automatic renewal, the member will be deemed to has agreed that the Company may attempt to make deductions from time to time (even if you do not have enough money in your account) in accordance with the debit rules of the payment channel for a certain period after the expiration of the Membership service term.
8.9.6 Once the payment is successful, the company will open the membership service corresponding to this billing cycle for you.
8.9.7 Please be aware that the Company has the right to adjust the price of member services including automatic renewal service. During the validity period of your automatic renewal service, if the Company makes any adjustment to the service price when you open the automatic renewal service, the Company will notify you by one or more reasonable ways such as announcements and letters. If you do not agree to the price adjustment of the automatic renewal service, you may cancel the automatic renewal service as agreed in this Agreement. Your membership service term will terminate on the expiration date of the current membership service period. If you do not cancel the automatic renewal service, the payment channel will deduct the service fee of the next and subsequent billing cycle according to the adjusted price. At the same time, please note that due to the limitation of the payment channel deduction rules, if you cancel within 24 hours before the expiration of the current automatic renewal service billing cycle, the payment channel may stop the withholding service after deducting the service fee of the next billing cycle according to the adjusted price. If the deduction is successful, your membership service term will be terminated from the expiration date of the next billing cycle.
8.9.8 You may cancel the automatic renewal service in payment channel. If you have any question on this, please contact our customer service for help. You acknowledge and agree that there may be a display delay in the automatic renewal status update. In addition, the deduction order that you have entrusted the company to renew automatically before the successful cancellation is still valid, and the Company will not refund or compensate the expenses that have been deducted before the cancellation operation is completed based on the order.
8.10 If you do not renew the membership service after the expiration of the validity period, the membership service will be terminated and the corresponding membership rights and interests will become invalid.
8.11 Users shall not obtain member rights and services through any illegal means, including but not limited to modifying service content, service term, consumption amount, transaction status and other information through technical means, cracking, changing, counter-operating, tampering or other damage to any security measures and technologies used by the Company to protect membership services.
You are solely responsible for your interactions (including any disputes) with other users. Even if we choose to offer report user, block user, or similar features on our Services, you will remain solely responsible for, and you must exercise caution, discretion, common sense and judgment in, using our Services and disclosing personal information to other users. You agree to take reasonable precautions in all interactions with other users, particularly.We reserves the right to contact you, in compliance with applicable law, in order to evaluate compliance with these terms and any other applicable Rules. You will cooperate fully with us to investigate any suspected unlawful, fraudulent or improper activity, including, without limitation, granting authorized our representatives’ access to any password-protected portions of your Account.
Without limiting other remedies, we may at any time suspend or terminate your Account and refuse to provide access to our Services if we suspects or determines, in its own discretion, that you may have or there is a significant risk that you have: (i) failed to comply with any provision of these terms or any policies or Rules established by us; (ii) engaged in actions relating to or in the course of using our Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, our users, us or any other third parties or our Services; or (iii) infringed the proprietary rights, rights of privacy, or Intellectual Property Rights of any person, including as a repeat infringers. In addition, we may notify authorities or take any other actions it deems appropriate, without notice to you, in the event of any of the above. You may terminate your Account at any time and for any reason by sending an email to service.
Upon termination of your Account for any reason by you or us, you will lose all access to such Account. Terminated Accounts cannot be reinstated, you understand and agree that any credits to which you had been awarded via your Account at the time of termination will be lost and no longer be available to you, and you will have no right to them. If your Account is terminated for any reason by you or us, you understand and agree that we may redeem and use the credits in your Account at the time of termination for any purpose that it may choose. UPON ANY TERMINATION OR SUSPENSION OF YOUR ACCOUNT, ANY CONTENT THAT YOU HAVE SUBMITTED ON OUR SERVICES OR THAT WHICH IS RELATED TO YOUR ACCOUNT MAY NO LONGER BE ACCESSED BY YOU. Furthermore, we will have no obligation to maintain any information stored in our database related to your Account or to forward any information to you or any third party. Any suspension, termination or cancellation will not affect your obligations to us under these terms (including, without limitation, proprietary rights and ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
OUR SERVICES ARE PROVIDED ON AN “AS IS” CONDITION, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY SERVICES OBTAINED THROUGH OUR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OUR SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
You agree to defend, indemnify, and hold us and our officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with the Content you submit on or through our Services, or your violation of these terms.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF OUR SERVICES REMAINS WITH YOU. WE WILL NOT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OUR SERVICES THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAS 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. YOU SPECIFICALLY ACKNOWLEDGE THAT WE ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, WE WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CONTENT OR THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM OR THROUGH OUR SERVICES. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE OUR SERVICES THEREIN OR PROVIDED THEREBY EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
You and us agree that the processes for Dispute resolution described in this agreement will apply to any Disputes or claims related to the Terms of Service, the Privacy Policy, or the Service. Disputes include any claims of any kind, including but not limited to legal, equitable, or statutory claims. Processes for Dispute resolution will apply even if you stop using your Account, delete your Account, or stop using the Service. They will also apply to Disputes that arose before we entered into this agreement.
15.1 Most issues can be resolved quickly and amicably by contacting our customer service. But if you feel your Disputes are handled improperly by customer service, sections below explains how we agree to resolve those Disputes, including (where applicable) by binding, individual arbitration.
15.2 Informal Resolution. You agree that in the event of any Dispute, we shall first attempt to resolve any such Dispute informally for a period no less than 60 calendar days before initiating arbitration proceedings. The informal Dispute resolution process will begin on the day when one party receives a Notice of Disputes from the other party (“Notice of Dispute”). The Notice of Dispute must include your full name, your Account and the contact information of the complainant, description of the problem and what you wish us to do. You will send the Notice of Dispute to , and we will send our Notice of Dispute to your billing or registered email address.
15.3 Binding Individual Arbitration. THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. If you and we cannot resolve a Dispute informally, you or we will have the Dispute finally and exclusively resolved by binding arbitration. The arbitration shall be administered by Singapore International Arbitration Centre ("SIAC") in accordance with SIAC’s arbitration rules.The governing law shall be the laws of Singapore, excluding all conflicts of law provisions. The arbitral award is final and binding upon both parties. If the above arbitration terms are not enforceable on any Dispute, both parties agree that such Dispute shall be brought in a court in Singapore. You hereby consent to and waive all defenses of lack of personal jurisdiction and/or forum non convenience with respect to venue and jurisdiction, whether by arbitration or judicial judgment.
15.5 Class Action Waiver. You agree that each party may only bring claims against the other solely in their individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding in any jurisdiction. Furthermore, 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 subsection is found to be unenforceable, then the entirety of these terms to arbitrate shall be null and void and the parties acknowledge that any such claim and dispute shall be resolved exclusively by and in a court in Singapore and in accordance with the laws of Singapore, excluding all conflicts of law provisions.
These terms constitute the entire and exclusive understanding and agreement between us and you regarding our Services, and these terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding our Services.
You may not assign or transfer these terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these terms, without such consent, will be null and of no effect. We may freely assign these terms. Subject to the foregoing, these terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
The failure of us to enforce any right or provision of these terms will not constitute a waiver of future enforcement of that 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 us. 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. If for any reason a court of competent jurisdiction finds any provision of these terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these terms will remain in full force and effect.
If you have any questions about these terms, please contact with us via legal@seaart.ai. Your email contents are advised to include: (i) your Account information; (ii) your contact information; (iii) a clear description of what you wish us to do, any attached documents to support your concerns are appreciated.