Effective Date: 01-03-2023

Please read these Terms of Use (“Terms”) carefully as they apply to your use of (including access to) Resleeve’s services for generating artificially created content, including all of our websites and software and/or web applications that incorporate or reference these Terms by reference. Use of the service may be subject to additional terms and conditions presented by Resleeve and incorporated into these Terms by this reference. These Terms apply when you use the services of Resleeve B.V. or our affiliates, including software, (web) applications, tools, data, documentation, and websites (“Services”). By signing up for or otherwise using the Services, you agree to these Terms. If you do not agree to these Terms, you are not permitted to use the Services.

The Terms include our documentation, guidelines, or policies we may provide in writing. By using our Services, you agree to these Terms. The Privacy Policy explains how we collect and use personal information.

You must be at least 13 years old to use the Services. If you are under 18 you must have your parent or legal guardian’s permission to use the Services. If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.

We use reasonable care and skill to keep the Services operational. However, our Services offerings and their availability may change from time to time and are subject to applicable law, without liability to you; for example:

• The Services may be temporarily interrupted due to technical problems, maintenance or testing, or updates, including interruptions due to changes in relevant laws and regulations.
• We strive to continuously develop and improve our Services, and we may change, suspend or discontinue (permanently or temporarily) part of the Service (including certain features, functionalities, subscriptions and offers).
• Resleeve is under no obligation to provide specific Content through the Services (see below).

Resleeve shall have no liability to you and shall have no obligation to issue a refund in connection with internet interruptions or other service interruptions or disruptions caused by the actions of governmental agencies, other third parties or events beyond our control.

Use of Services. Subject to your compliance with these Terms (including any other applicable terms and conditions), we grant you a limited, non-exclusive, revocable permission to make use of the Services. This will remain in effect unless and until terminated by either you or Resleeve. You agree not to redistribute or transfer the Services. Access to the Services are licensed, not sold or transferred to you, and Resleeve and its licensors/affiliates retain ownership, meaning rights, title, and interest, in and to all Services. You will comply with these Terms and all applicable laws when using the Services.

Restrictions. You may not:

1. Use the Services in a way that infringes, misappropriates or violates any person’s rights;
2. Reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Services (except to the extent such restrictions are contrary to applicable law);
3. Use output from the Services to develop models that compete with the Services provided by Resleeve;
4. Use any automated or programmatic method to extract data or output from the Services, including scraping, web harvesting, or web data extraction;
5. Represent that output from the Services was human-generated when it is not or otherwise violate our (other) policies.

Third Party Services. Any third party software, services, or other products you use in connection with the Services are subject to their own terms, and we are not responsible for third party products.

(Y)Our Content. You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively referred to as “Content”. Resleeve does not provide any guarantees regarding the Content. Input is not explicitly defined but may include all information, materials and other content added, created, uploaded, submitted or published by you through the Services.

You hereby declare:

1. that you own or have the right to publish the Input; and
2. that the Input, or its use by Resleeve, as described in these Terms:
   (a) does not violate these Terms or the intellectual property or other rights of others; and/or
   (b) that the Input does not suggest affiliation with or endorsement by Resleeve or any legal entity or person of your Input, without the express permission of Resleeve, such person or legal entity.

Resleeve may monitor or review Input, but has no obligation to do so.

As between the parties and to the extent permitted by applicable law, you hereby declare that you own any and all intellectual property rights to all Input.

Subject to your compliance with these Terms, Resleeve hereby assigns to you all its right, title and interest in and to Output. This means you can use Content for any purpose, including commercial purposes such as sale or publication, if you comply with these Terms. You hereby grant Resleeve a non-exclusive, transferable, sub-licensable, royalty-free, fully paid, irrevocable and worldwide license to reproduce, make available, perform and display, translate, modify, create derivative works from, distribute and otherwise use such Content in connection with the Services through any medium, alone or in combination with other content or materials, in any manner and by any means, methods or technologies, whether now known or hereafter invented. Where applicable and to the extent permitted under applicable law, you also agree to waive any ‘moral rights’ or similar rights, such as your right to be recognized as the author of Content, including feedback, and your right to object to contemptuous treatment of such Content. Resleeve may use Content to provide, improve and maintain the Services, comply with applicable law, and enforce our (other) policies. You are responsible for Content, including for ensuring that it does not violate any applicable law or these Terms.

Fees and Billing. You will pay all fees charged to your account (“Fees”) according to the prices and terms on the applicable pricing page, or as otherwise agreed between us in writing. We have the right to correct pricing errors or mistakes even if we have already issued an invoice or received payment. You will provide complete and accurate billing information including a valid and authorized payment method. We will charge your payment method on an agreed-upon periodic basis, but may reasonably change the date on which the charge is posted. You authorize Resleeve and its affiliates, and our third-party payment processor(s), to charge your payment method for the Fees. If your payment cannot be completed, we will provide you written notice and may suspend access to the Services until payment is received. Fees are payable in euros and are due upon invoice issuance. Payments are nonrefundable except as provided in these Terms.

Taxes. Unless otherwise stated, Fees do not include federal, state, local, and foreign taxes, duties, and other similar assessments (“Taxes”). Tax rates are calculated based on the information you provide and the applicable rate at the time of your (monthly) payment.

Price Changes. Resleeve may from time to time change the price for the Services, and will provide you with reasonable advance notice of any price changes. Price changes will be effective at the beginning of the next subscription period following the date of the price change. Subject to applicable law, you have accepted the new price by continuing to use the Services after the new price takes effect. If you do not agree to a price change, you may reject the change by unsubscribing to the applicable Service before the price change takes effect.

Tax rates are based on the rates in effect at the time of your (monthly) payment. These amounts may change over time depending on local tax requirements in your country, state, territory or even city. Any tax rate changes are automatically applied based on the account information you provide.

Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact us at [email protected] within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment.

Renewal and cancellation. Subscriptions will automatically renew at the end of the applicable subscription period unless you cancel the subscription before the end of the then current subscription period. The cancellation will take effect on the day after the last day of the current subscription period. Your subscription will revert to the free version of the Services. We do not offer refunds or refunds for partial subscription periods, except as expressly stated in these Terms.

Right of Withdrawal. If you purchase a subscription, you agree that you have fourteen (14) days after your purchase to revoke your purchase for any reason and that you must pay us for the services provided until you tell us you have changed your mind. You expressly agree that we will provide you the service immediately after your purchase, that you forfeit your right to revoke, and that you authorize Resleeve to automatically charge you each month until you cancel.

Confidentiality. You may be given access to Confidential Information of Resleeve, its affiliates and other third parties. You may use Confidential Information only as needed to use the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Resleeve or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that:

(i) is or becomes generally available to the public through no fault of yours; or

(ii) you already possess without any confidentiality obligations when you received it under these Terms; or

(iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or

(iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Resleeve and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

Security. You must implement reasonable and appropriate measures designed to help secure your access to and use of the Services. If you discover any vulnerabilities or breaches related to your use of the Services, you must promptly contact Resleeve and provide details of the vulnerability or breach.Disputes and Late Payments. If you want to dispute any Fees or Taxes, please contact us at [email protected] within thirty (30) days of the date of the disputed invoice. Undisputed amounts past due may be subject to a finance charge of 1.5% of the unpaid balance per month. If any amount of your Fees are past due, we may suspend your access to the Services after we provide you written notice of late payment.

Processing of Personal Data. If you use the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law. You hereby expressly acknowledge that Resleeve is not responsible for your compliance with applicable laws and regulations, such as, but not limited to, the GDPR. Resleeve will cooperate as a data processor, reach out at [email protected] for any assistance.

These Terms will continue to apply to you until terminated by you or Resleeve. Resleeve may terminate these Terms (including any additional terms and conditions set forth herein) or suspend your access to Services at any time if we believe that you have violated any of these Terms, if we stop providing the Services or any major component thereof, upon reasonable notice, or if we believe it is necessary to do so in order to comply with applicable law. If you or Resleeve terminate these Terms, or if Resleeve suspends your access to the Services, you agree that Resleeve will not be liable or responsible to you (except as expressly stated in these Terms) and that Resleeve will not refund any fees you have already paid, to the extent permitted by applicable law. You may terminate these Terms at any time. In that case, you will no longer be permitted to access or use the Services.

The following articles:

• The Services; and
• Content; and
• Confidentiality, Security and Data Protection; and
• Warranties, Liability and Indemnification; and
• Applicable law, Arbitration; and
• Other Provisions;
  as well as any other sections of these Terms that, expressly or by their nature, are intended to survive termination of these Terms, shall survive termination.

Warranties. Resleeve will provide the Services with reasonable care and skill, and in accordance with all specifications of the Services provided by Resleeve, either on the website or other specifications listed in for example documentation or any other binding agreement. However, the Services are provided ‘as is’ and ‘as available’ without any express, implied or statutory warranties. In addition, Resleeve rejects all express, implied and statutory warranties with respect to the Content, including warranties of satisfactory quality, merchantability, fitness for a particular purpose or non-infringement. This section applies to the extent permitted by applicable law.

Some jurisdictions do not allow the exclusion of implied warranties or limitations on a consumer’s applicable legal rights, so the exclusion and limitations in this section may not apply to you and may not affect your legal rights.

Liability. Subject to applicable law, you agree that your sole and exclusive remedy for any problem or dissatisfaction with the Services is to cease your use of the Services. In no event shall Resleeve, its representatives, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, successors, suppliers or licensors be liable for (1) any damages, including indirect, special, incidental, punitive, intangible or consequential damages; (2) any loss of use, data, business, or profits (direct or indirect), in all cases caused by the use of or inability to use the Services; or (3) aggregate liability for all claims relating to the Services, in excess the amounts you paid to Resleeve in the twelve months preceding the first claim.

Unless such limitation is prohibited by applicable law, any claim arising out of these Terms must be made by filing an arbitration petition or by taking an individual action under the arbitration provisions below within one (1) year from the date the party making the claim knows or reasonably should have known of the act, omission or default giving rise to the claim. There is no right to any action for a claim not filed within that period.

Indemnification. You agree to indemnify and hold Resleeve harmless from and against all reasonably foreseeable losses, damages, and reasonable expenses (including reasonable attorneys’ fees and expenses) suffered or incurred by Resleeve arising out of or relating to: (1) your violation of these Terms or any of the provisions of these Terms specifically (including any additional terms incorporated herein); (2) any Content that you publish or otherwise contribute to; (3) any activity in which you participate on or through the Services; and/or (4) your violation of any law or the rights of a third party.

Applicable law/Jurisdiction. The law of The Netherlands applies exclusively to these Terms between you and Resleeve and govern the use of the Services. Any disputes ensuing from or related to the Services will in the first instance be brought exclusively before the competent court in Amsterdam, unless imperative law prescribes otherwise.

Arbitration. Any disputes arising in connection with these terms or any (further) agreements resulting therefrom shall be settled in accordance with the Arbitration Rules of the Technology Arbitration and Mediation Institute (TAMI).

Relationship of the Parties. These Terms do not create a partnership, joint venture or agency relationship between you and Resleeve or any of Resleeve’s affiliates. Resleeve and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.

Use of Business Logo and Trademark. By registering for the Services using a business email address or identifying as a business entity, you grant Resleeve B.V. a non-exclusive, royalty-free, worldwide license to use your company’s logo and trademarks (“Business Marks”) on Resleeve’s website, marketing materials, and in other promotional efforts related to the Services provided by Resleeve. This use is for the purpose of identifying you as a user of Resleeve’s Services. You may revoke this license at any time by providing written notice to Resleeve. Upon receipt of such notice, Resleeve will cease the use of your Business Marks and remove them from any future materials within a reasonable timeframe, not to exceed 30 days.

Assignment and Delegation. You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

Modifications. We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Services after any change means you agree to such change.

Entire Agreement. These Terms and any policies incorporated in these Terms contain the entire agreement between you and Resleeve regarding the use of the Services and, other than any Service specific terms of use or any applicable specific agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Resleeve on that subject.

Severability and Waiver. Unless otherwise specified in these Terms, if any provision of these Terms is held to be invalid or unenforceable for any reason or to any extent, such invalidity or unenforceability shall not in any way affect the remaining provisions of the Terms, and the application of such provision shall be enforced to the fullest extent permitted by law. Any failure by Resleeve to enforce these Terms or any provision thereof shall not constitute a waiver by Resleeve of that right.