Last revised 03/06/22
Thanks for using our services at Revery AI! By signing up or otherwise using our services (website or software applications) you are entering into a binding contract with Revery AI Inc. and acknowledge that you have read and clearly understood the Agreements and are ready to be bound by them.
Revery AI Inc. (“Revery,” “we,” “us,” and/or “our”) provides the APIs (“APIs”), corresponding documentation (“Documentation”), virtual dressing room (“Virtual Dressing Room” or “VDR”), and online software platform that enables users to create, publish and share applications of the Virtual Try-on (collectively as the “Services”). Virtual Try-on is defined as placing selected clothing on a selected person with the use of computer software or APIs.
As used in this Agreement, the term “Customer” means the individual, organization and/or entity specified on sign-up form submitted by, or on behalf of, such individual, organization and/or entity for the purchase of a free or subscription license (“License”) to access Revery’s Services. (Customer and Revery hereafter each a “Party” and collectively the “Parties”).
IMPORTANT – Please read this agreement CAREFULLY. THIS AGREEMENT sets forth the legally binding terms that GOVERN THE USE OF REVERY AI INC.’S SERVICES. BY SUBMITTING AN ORDER FORM TO PURCHASE A SUBSCRIPTION TO USE REVERY’S SERVICES, OR BY CLICKING “I ACCEPT,”“CREATE”, OR OTHERWISE PROCEEDING WITH THE USE OF REVERY’S SERVICES (ORANY PART THEREOF), YOU: (1) acknowledge that YOU have read, understand, and agree to be bound by this Agreement (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW); (2) represent that customer is eligible to enter into this Agreement pursuant to the customer requirements set forth below in Section 2; (3) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED BELOW), ON BEHALF OF THE CUSTOMER; AND (4) AGREE THAT CUSTOMER IS ENTERING INTO THIS AGREEMENT WITH REVERY AI INC.
IF YOU AND/OR THE CUSTOMER DOES NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, OR YOU DO NOT HAVE AUTHORITY TO BIND CUSTOMER TO THIS AGREEMENT, OR CUSTOMER DOES NOT MEET THE ELIGIBILITY REQUIREMENTS, DO NOT PURCHASE A SUBSCRIPTION or otherwise access or USE THE REVERY SERVICES, OR ANY PART THEREOF.
2. Customer Responsibilities
2.2 Compliance with Laws. Customer shall comply with all laws, regulations and industry self-regulatory body standards that are currently applicable and may in the future become applicable, as amended from time to time, in connection with its use of the APIs and Virtual Dressing Room, including those laws related to data privacy and protection and international communications. Customer acknowledges Revery exercises no control over the content of the information transmitted by Customer through the Virtual Dressing Room. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by privacy rights, copyright or any other intellectual property right without first obtaining the permission of the owner of such rights.
2.3 Security; Unauthorized Use; False Information. Customer shall be responsible for implementing and maintaining the security environment for the Virtual Dressing Room. Customer shall: (a) notify Revery immediately of any unauthorized use of any password or user id or any other known or suspected breach of security; (b) report to Revery immediately and use reasonable efforts to stop any unauthorized use of the APIs or Virtual Dressing Room that is known or suspected by Customer; and (c) not provide false identity information to gain access to or use the APIs or Virtual Dressing Room.
3. Fees and Payments
3.1 Fees. Customer shall pay Revery the fees listed in the billing section of their portal during the term of their License. All fees are stated and payable in Dollars and non-refundable.
3.2 Taxes. Fees do not include taxes. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the Services.
4. Proprietary Rights
4.1 Customer Content. Customer shall retain all ownership, right, title and interest in and to the Customer Content; all modifications, improvements, enhancements and derivative works thereof; and all associated Intellectual Property Rights and other proprietary rights.
4.2 APIs, Virtual Dressing Room, etc. Revery shall retain all ownership, right, title and interest in and to the APIs, Virtual Dressing Room, and all intermediate and final output of images generated by the VDR; all related all related technology, algorithms, user interfaces, designs, computer code, databases, data models, data tags, observed usage data, inventions, concepts, and ideas; all modifications, improvements, enhancements, updates, upgrades, and derivative works thereof; any suggestions, enhancement requests, recommendations and other feedback related thereto; and all associated Intellectual Property Rights and other proprietary rights.
5. Use License
5.1 Permission. Permission is granted to download the generated images from Revery’s APIs or Virtual Dressing Room with any active account or license with Revery. This is the grant of a license, not a transfer of title, and under this license Customer may not:
5.2 Violation. This license shall automatically terminate if Customer violates any of these restrictions and may be terminated by Revery at any time. Upon terminating Customer’s viewing of these materials or upon the termination of Customer’s account or license, Customer must destroy any downloaded materials in Customer’s possession whether in electronic or printed format
5.3 API License. Materials obtained through the APIs can be used commercially and personally as long as an active API License subscription is maintained. If the subscription or account is suspended or canceled, the Customer has 30 days to stop using the materials, effective after the last day of paid access. Materials can not be stored in a cache without express permission.
5.4 Remixes and Derived Works. A remix is defined to be any modification or reproduction of the original materials. A derived work is defined as a new work that includes substantial modification to the materials. It is not allowable to compile or redistribute remixes that do not make substantial modifications to the materials. Modifications including, but not limited to cropping, coloration, scaling, quality enhancement, and compilation do NOT qualify as substantial changes. It is advisable to discuss the derived works with Revery before pursuing redistribution of the derived materials.
5.5 Medium Transfer. If the Materials are transformed in any way in which the result forms a different medium, the terms of this agreement still apply. This includes, but is not limited to 3D modeling applications.
5.6 Datasets. Datasets are intended for non-public use and are subject to additional restrictions. The User may not:
5.7 Restrictions. Only those Customer employees and contractors authorized by Customer as Authorized Users who are subject to and bound by the terms and conditions of the Agreement may access and use the APIs and VDR. Except as specifically authorized in writing by Revery, Customer may not, nor allow others to, and will ensure that any agent or customer of Customer does not: (a) make the APIs or VDR available to any person other than Customer; (b) distribute or disclose the APIs or Documentation; (c) use the APIs or Virtual Dressing Room to provide service bureau, time-sharing or other computer hosting services to third parties; (d) modify or create derivative works based upon the APIs or Virtual Dressing Room; (e) remove, alter or obscure any copyright, trademark or other proprietary notices (if any) contained in or on the APIs, returned images from the APIs, Documentation , or Virtual Dressing Room as delivered to Customer; (f) unlock, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the software used to provide the Virtual Dressing Room, or run third-party software applications other than approved integrated applications or browsers upon, or disrupt operation of the Virtual Dressing Room; (g) store or cache the images generated by the VDR; or (g) use the APIs, Documentation or Virtual Dressing Room to build a similar or competitive product.
6. Limitations of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ANY OF ITS LICENSORS, SUPPLIERS OR VENDORS SHALL BE LIABLE FOR (A) DAMAGES IN EXCESS OF FEES PAID BY CUSTOMER DURING THE THREE MONTHS PRECEDING THE DATE THE CLAIM AROSE, OR (B) THE INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM OR HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY. THE LIMITATIONS IN THIS SECTION SHALL NOT APPLY TO CUSTOMER’S PAYMENT OBLIGATIONS, VIOLATION OF THE RESTRICTIONS SET FORTH IN SECTION 5.7.
7. General Provisions
7.1 Notices. Any legal notice, approval, request, authorization, direction or other communication under this Agreement shall be sent through email to the email addresses used to sign up for a license and shall be deemed to have been delivered and given for all purposes when transmitted.
7.2 Relationship of the Parties. The Parties are independent contractors and not employees, agents, or fiduciaries of each other, and as such, neither Party shall have the right to make any commitments for or on behalf of the other Party. Nothing in this Agreement shall create any association, partnership, agency, fiduciary, joint venture or other similar relationship between the Parties. The operation and control of each Party’s respective businesses are not subject to the control or approval of the other Party except as expressly provided in this Agreement.
7.3 No Third Party Beneficiaries. This Agreement is made solely and specifically between and for the benefit of Revery and Customer, and no other person or entity shall have any rights, interests or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.
7.4 Publicity. Revery may include Customer’s name and logo in its customer lists and on its website. Revery shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.
7.5 Assignment. Neither Party may assign this Agreement nor any right under this Agreement, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided however, each Party may assign this Agreement without the other Party’s consent to an affiliate or an acquirer of / successor to all or substantially all of the business of such Party to which this Agreement relates, whether by sale of assets or securities, merger, operation of law or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either Party may employ subcontractors in performing its duties under this Agreement, provided, however, that such Party shall not be relieved of any obligation under this Agreement.
7.6 Entire Agreement. This Agreement contains the complete understanding and entire agreement between the parties regarding its subject matter, superseding and merging all prior or contemporaneous oral or written inducements, course of dealing, communications, conditions, representations, warranties or agreements relating thereto. Each Party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly stated herein. No terms, provisions or conditions of any purchase order, invoice or other business form or written authorization used by either Party will have any effect on the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of either Party to object to such terms, provisions or conditions. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the Party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.
7.7 Amendment; Waiver. This Agreement and its terms may be amended only by a written document signed by both Parties. No waiver shall be effective unless it is in writing and signed by the waiving Party. No single waiver shall be considered a continuing or subsequent waiver.
7.8 Governing Law. This Agreement will be governed by and construed under the laws of the State of California, without giving effect to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
7.9 Severability. If any provision or portion of this Agreement is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect and the unenforceable provision shall be replaced with an enforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision.
7.10 Force Majeure. Each Party will be excused from performance (except for payment) for any period during which, and to the extent that, such Party or any subcontractor is prevented from performing any obligation, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of nature, strikes, lockouts, riots, acts of terrorism or war, epidemics / pademics, communication line failures, power failures, casualty, flood, explosion, accident, acts of public enemy, rebellion, sabotage, war, strike, lockout, quarantine, riot, insurrection, transportation embargoes or failures or delays, acts of any government or agency thereof, judicial action, or any other cause beyond the reasonable control of that Party. If such Party shall have used reasonable efforts to mitigate the effects of such force majeure and shall have given prompt written notice to the other Party, its performance shall be excused, and the time for performance shall be extended for the period of delay or inability to perform due to such occurrences.