Website Terms and Conditions

These Terms were last updated on 31st July 2024.

1. Use of the Site

• You accept these Terms by the earlier of, generating or downloading content on the site and signing up for an Account.
• You must not use the Site unless you are at least 18 years old.
• When using the Site, you must not do or attempt to do anything that is unlawful or inappropriate, including:
  • anything that would constitute a breach of an individual’s privacy (including uploading private or personal data without an individual's consent) or any other legal rights;
  • using the Site to defame, harass, threaten, menace or offend any person;
  • using the Site for unlawful purposes;
  • interfering with any user of the Site;
  • tampering with or modifying the Site (including by transmitting viruses and using trojan horses);
  • using the Site to send unsolicited electronic messages;
  • using data mining, robots, screen scraping or similar data gathering and extraction tools on the Site;
  • facilitating or assisting a third party to do any of the above acts.
• All personal data that you give to us will be treated in accordance with our privacy policy. You can find our privacy policy at https://www.imagineanything.ai/privacy-policy.

2. Accounts

• You may generate images without an account or you may choose to create an account with us which allows you to sign up to download images or subscribe to a paid membership. You may also register for an account using your Facebook, Google or other social media network account (Social Media Account). If you sign in to your account using your Social Media Account, you authorise us to access basic contact information on your Social Media Account including your name.
• You must ensure that any personal data you give to us when creating an account is accurate and up-to-date.
• It is your responsibility to keep your account details confidential. You are responsible for all activity on your account, including purchases made using your account details (whether from your staff or otherwise).
• We may suspend your access to your Account where we reasonably believe there has been any unauthorised access to or use of our Site (such as the unauthorised sharing of login details for our Site) and your access to your Membership will end (if you have an active Membership).

3. Memberships

General

1. We offer a variety of memberships, as set out on our Site, to give you instant access to images (Membership). You may purchase a Membership by paying the Membership Fee outlined on the Site (Membership Fee) in advance, at the interval you choose at the time of sign-up (usually monthly or annually) (Billing Cycle).
2. Your Membership will automatically renew at the end of the Billing Cycle for the same period of time and you will be charged the Membership Fee in connection with each subsequent Billing Cycle unless and until you cancel your Membership.

Changes to your Membership

3. If you wish to change your Membership (for example, by upgrading to a different Membership tier), you must provide notice to us through your Account that you wish to vary your Membership before the end of the current Billing Cycle. If you vary your Membership and the Fees increase, we will charge you the new Membership Fees (less any unused fees for the previous month, deducted on a pro-rata basis) and you will have access to the additional Membership features from the date you make such payment (which will become your new Billing Cycle). If you downgrade your Membership to a lower tier, then you will retain access to your current Membership until the end of that Billing Cycle, and the downgrade will commence the following Billing Cycle. If you wish to change your Billing Cycle, you can do this through your Account, however a pro rata fee may be charged to account for any difference in payment dates.
4. We may need to change what is available as part of your Membership (for example, the inclusions, exclusions, updated features) from time to time. If we change what is available as part of your Membership, we will provide you with at least 30 days’ notice of the change. After the notice period has lapsed, we will apply the changes to your Membership. If the changes adversely affect your enjoyment of the Membership, you may cancel your Membership with effect from the date we apply the changes to your Membership by providing written notice to us. If you cancel your membership: (1) you will no longer be able to use your Membership on and from the date of cancelation; and (2) if you have paid Membership Fees upfront you will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.
5. We may need to change the Membership Fees from time to time. If we change the Membership Fees, we will provide you with 30 days’ notice of the change. After 30 days, we will apply the updated Fee to your Membership and it will apply from the next Billing Cycle. If the updated Membership Fee is not acceptable to you, you may cancel your Membership in accordance with clause 4(j).

Fair Use

6. Where you have purchased a Membership that gives you access to unlimited downloads of images, you agree that where you continuously or frequently download images of a volume or effort level that is substantially greater than average (based on the data we gather from requests and downloads from other users), we may temporarily suspend access to your Membership. In this case, we will give you notice of this, and if you do not adjust your usage in line with any request to do so, we may:
   1. vary the Membership Fees to reflect your increased use of our limited resources, effective on and from us giving you written notice of the new Membership Fees; or
   2. terminate these Terms immediately, in which case: (1) you will no longer be able to use your Membership on and from the date of our termination; and (2) if you have paid Membership Fees upfront you will be issued a pro-rata refund having regard to the date of termination and the period for which you have paid.

Cancellation

7. You may request to cancel your Membership at any time by notifying us via the ‘cancel my Account’ feature in your Account. Other than as set out in clauses 4(d) and 6 (where your Membership may terminate immediately), your cancellation will take effect from the start of the next Billing Cycle.

Payment Terms

• All payments (including the Membership Fee – together, the Price) must be made in accordance with this clause. All amounts are stated in pounds, being the currency of the United States from time to time, and are inclusive of value added tax (or any equivalent tax in the UK), (where applicable).
• You must pay the Price upfront using one of the methods set out on the Site.
• You must not pay, or attempt to pay, the Price by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
• The payment methods we offer are set out on the Site. We may offer payment through a third-party provider for example, PayPal or Stripe. You acknowledge and agree that we have no control over the actions of the third-party provider, and your use of the third-party payment method may be subject to additional terms and conditions. We do not store any credit card details, and all payment information is collected and stored through our third-party payment processor.
• The Price is only refundable and cancellable in accordance with your Consumer Law Rights and these Terms.
• We may, from time to time, issue promotional discount codes for certain promotions on the Site. The conditions of use relating to promotional discount codes will be set out on the Site. We may also from time to time run competitions on the Site or on social media. These competitions are subject to terms and conditions which will be made available on the Site at the time of the competition.

Your right to change your mind

• This clause 6 applies where you set up an Account on the Site, generate content or download content, in your capacity as a ‘consumer’, as that term is defined in Consumer Laws.
• Except as set out below, you have the right to cancel your Membership, and receive a full refund of the Price, without giving any reason, any time up to 14 days after the day you accept these Terms (Cooling-off Period). You acknowledge and agree that after you have accepted these Terms, if you access your Membership or instruct us to provide you with access to images (i.e. by downloading or generating content) during the Cooling-off Period, this will be taken to be an express request by you to provide the Services, and you will lose your right to cancel.
• When you don't have the right to change your mind: You do not have a right to change your mind and cancel your Membership or an order during the Cooling-off Period if you expressly generate content or download AI generated content during the Cooling-off Period.
• Tell us you want to cancel these Terms: If you want to cancel or terminate these Terms in accordance with this clause 6, you should contact us using the contact details set out at the start of these Terms, or by using the Model Cancellation Form at Attachment 1 to these Terms.
• When your refund will be made: We will make any refunds due to you as soon as possible. If you are exercising your right to change your mind under this clause 6, then your refund will be made within 14 days of your telling us you have changed your mind.

Supply of the images

• In consideration of your payment of the Price, we will provide the ability to generate or download AI generated content in accordance with these Terms and all applicable laws, whether ourselves or through our personnel.

AI Generated Content

• Some content available on our Site is generated by computers through third party Artificial Intelligence sites (AI Generated Content). AI Generated Content is made available to you on an “as is” basis for use by you at your own risk.
• To the maximum extent permitted by law and subject to your Consumer Law Rights:
  • we make no representations, warranties, assurances or guarantees of any kind, whether express or implied, with respect to AI Generated Content, including, without limitation, non-infringement of Intellectual Property Rights or other third party rights;
  • and we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with your reproduction of, commercial exploitation, publication, or any use of AI Generated Content.
• You are encouraged to use Imagine Anything and to input relevant information and content, including text prompts and images into Imagine Anything and other tools on the Site (Inputs) in order to create AI Generated Content (Your AI Generated Content).
• As between the Parties, ownership of all Intellectual Property rights in Your AI Generated Content will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property rights in Your AI Generated Content do not automatically vest in us, you agree to do all things necessary or desirable to assure our title in such rights.
• In order to download Your AI Generated Content, you will need to publish Your AI Generated Content on our AI library, and grant our other users with access to Your AI Generated Content.
• You grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, sublicensable and royalty free licence to use, publicly display, broadcast or otherwise exploit your Inputs on, through or by means of the Site or for us to otherwise use and receive the benefits of Your AI Generated Content.
• We grant you a non-exclusive, worldwide, revocable, transferable and sublicensable right and licence to use the AI Generated Content, including Your AI Generated Content, for any personal or commercial purpose. You can review our license anything here: https://www.imagineanything.ai/license

Availability, Disruption and Downtime

• While we strive to always make our Site available to you, we do not make any guarantees that these will be available 100% of the time. Our Site may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.
• Our Site (including various types of AI generated content) may interact with, or be reliant on, products or services provided by third parties. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.
• We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Site.

Content License

• We offer a license for our AI Generated Content which can be found here https://www.imagineanything.ai/license
• Where you have lawfully downloaded content from our Site in accordance with these Terms, we grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and license to use the image in accordance with the License you have purchased.
• The full terms and conditions for each License are available https://www.imagineanything.ai/license, and are incorporated into, and form part of, these Terms.
• This clause will survive the termination or expiry of these Terms.

Intellectual Property

• You acknowledge and agree that all Intellectual Property Rights in any Intellectual Property or content (including copyright and trademarks) available on the Site (including how the Site looks and functions, and any images available on the Site), our copyrighted works, trademarks, inventions, images, video and other intellectual property (Our Intellectual Property) will at all times vest, or remain vested, in us.
• Subject to clause 11, we authorise you to use Our Intellectual Property solely for the limited purpose of accessing our Site. You must not exploit Our Intellectual Property for any other purpose, nor allow, aid or facilitate such use by any third party.
• Other than where you have lawfully licensed content from us (in which case clause 11 will apply), you must not, without our prior written consent:
  • copy, in whole or in part, any of Our Intellectual Property;
  • and/or reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party.
• You agree not to breach any intellectual property rights connected with the Site, including (without limitation) and unless otherwise set out in these Terms, altering or modifying any of Our Intellectual Property, causing any of Our Intellectual Property to be framed or embedded in another website, or creating derivative works from any of Our Intellectual Property.
• You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You acknowledge and agree that we own all rights in the Analytics, and that we may use the Analytics for our own business purposes, provided that the Analytics do not contain any identifying information.
• This clause will survive the termination or expiry of these Terms.

Content you upload

• You may be permitted to post, upload, publish, submit or transmit relevant information and content, including in user reviews (User Content) on the Site, on our social media pages and in our community groups that we manage. We may run campaigns via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).
• If you make any User Content available on or through the Site, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of the Site and our social media platforms.
• You agree that you are solely responsible for all User Content or Inputs that you make available on or through the Site, including on social media using a Tag. You represent and warrant that:
  • you are either the sole and exclusive owner of all User Content or Inputs or you have all rights, licenses, consents and releases that are necessary to grant to us the rights in such User Content or Inputs (as contemplated by these Terms);
  • and neither the User Content or Inputs, nor the posting, uploading, publication, submission or transmission of the User Content or the Inputs or our use of the User Content or the Inputs on, through or by means of our Site (including on social media) 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.
• We do not endorse or approve, and are not responsible for, any User Content or Inputs. We may, at any time (at our sole discretion), remove any User Content or Inputs.
• This clause will survive the termination or expiry of these Terms.

Termination

• We may terminate these Terms (meaning you will lose access to your Membership if you have one and access to your Account) if:
  • you do not pay the Price as it falls due;
  • you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
  • you breach these Terms and that breach cannot be remedied;
  • or you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).
• Should we suspect that you are in breach of these Terms, we may suspend your access to your Account while we investigate the suspected breach.
• Where termination is due to our breach of these Terms, we agree to refund you for any prepaid unused portions of the Price on a pro-rata basis.
• On termination or expiry of this Agreement, or cancellation of your Account, unless otherwise agreed with you, you will not be able to access any images you have previously ordered to re-download, unless you have reactivate your Membership (however this will not affect your right to continue using images you have already downloaded during the Term).
• Termination of these Terms will not affect any rights or liabilities that a Party has accrued under these Terms.
• This clause will survive the termination or expiry of these Terms.

Limitations on and exclusions to our liability

• The restrictions on liability in this clause 15 apply to every liability arising under or in connection with these Terms including liability in statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise.
• Nothing in these Terms limits any liability which cannot legally be limited, including Liability for:
  • death or personal injury caused by negligence;
  • fraud or fraudulent misrepresentation;
  • and defective images under the Consumer Protection Act 1987.
• Subject to clause 15(b) (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law, where you download images or sign up to a Membership as a consumer, the following clauses apply:
  • If any downloadable content is defective and it damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us;
  • We only supply our Site (including the content) to you for your domestic and private use. Where you are a consumer and you use the images for any commercial, business or resale purpose we will have no liability to you for any Liability involving any loss of profit, loss of business, business interruption, or loss of business opportunity;
  • And if either Party fails to comply with these Terms, neither Party will be responsible for any losses that the other Party suffers as a result, except for those losses which are a foreseeable consequence of the failure to comply with these Terms.
• Subject to clause 15(b) (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law, where you where you download images or sign up to a Membership as a business, or in a commercial capacity neither Party will be liable for any Consequential Loss.
• Subject to clause 15(b) (liability which cannot legally be limited), but despite anything to the contrary, to the maximum extent permitted by law:
  • a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other party, including any failure by that other party to mitigate its loss;
  • and our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us repaying you the amount of the Price paid by you to us in respect of the supply of the relevant services to which the Liability relates.
• Despite anything to the contrary, to the maximum extent permitted by law, you agree to indemnify us and hold us harmless from and against any Liability we incur as a result of your breach of clause 13 or your breach of any third party rights, including any third party intellectual property rights, in your use of the Site, including in uploading any Inputs, creating Your AI Generated Content, or using any AI Generated Content.
• We have given commitments as to the compliance of the Site and content with these Terms and applicable Laws in clause 7. In view of these commitments, the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the maximum extent permitted by law, excluded from these Terms.

General

• Amendment: We may, at any time and at our discretion, vary these Terms by publishing varied terms on the Site and providing you with 14 days’ notice. If you do not have a Membership, the updated Terms will apply to your next order. If you have a Membership, the updated Terms will commence when your Membership next renews. If you do not agree to the changes, please cancel these Terms and your Membership in accordance with these Terms.
• Assignment: You must not assign any rights or obligations under these Terms, whether in whole or in part, without our prior written consent.
• Contracts (Rights of Third Parties) Act 1999: Notwithstanding any other provision of these Terms, nothing in these Terms confers or is intended to confer any right to enforce any of its terms on any person who is not a party to it.
• Disputes: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (whether by telephone, video conference or in meeting) (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

  If the Dispute is not resolved at that initial meeting:

  • where you are resident or incorporated in England and Wales, refer the matter to mediation, administered by The Centre for Effective Dispute Resolution;
  • or where you are not resident or incorporated in England and Wales, refer the matter to arbitration administered by the London Court of International Arbitration (LCIA), with such arbitration to be conducted in London, before one arbitrator, in English and in accordance with the LCIA Arbitration Rules.
• Entire agreement: Subject to your consumer law rights, these Terms contain the entire understanding and agreement between you and us in respect of their subject matter. Each Party agrees that it will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
• Force Majeure: To the maximum extent permitted by law, we shall have no Liability for any event or circumstance outside of our reasonable control.
• Governing law: These Terms are governed by the laws of England and Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in England and Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. The Site may be accessed in the UK and overseas. We make no representation that the Site complies with the laws (including intellectual property laws) of any country outside of the UK. If you access the Site from outside the UK, you do so at your own risk and are responsible for complying with the laws in the place you access the Site.
• Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided when you submitted your order or in your account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
• Third party sites: The Site may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase products from a third party website linked from the Site, such third party provides the products to you, not us.

Definitions

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.

Consumer Laws means any laws applying to you as a consumer, including the Consumer Rights Act 2015 and The Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013.

Intellectual Property means any copyright, registered or unregistered images, patents or trade marks, business names, get-up, goodwill, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application for registration of, and any improvements, enhancements or modifications of, the foregoing, and any right to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future, including in respect of the foregoing.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), misrepresentation, restitution, indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.

ATTACHMENT 1 – MODEL CANCELLATION FORM

(Complete and return this form only if you wish to withdraw from the contract)

To [TRADER'S NAME, ADDRESS, TELEPHONE NUMBER AND, WHERE AVAILABLE, FAX NUMBER AND E-MAIL ADDRESS TO BE INSERTED BY THE TRADER]

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],

Ordered on [*]/received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper),

Date

[*] Delete as appropriate

© Crown copyright 2013.