Antalpha AI Website (Antalpha.ai)

TERMS OF USE

Latest updated: 7 September 2023

Welcome to the antalpha.ai (“Website”) , which is an artificial-intelligence (“AI”) website that provides the following Services:

(1) Avatar generation: An AI engine that enables you to generate avatars in various art styles;

(2) Image-generation: An AI engine that enables you to generate images by entering images, providing prompts or taking any other actions requested of you; and

(3) AI Chatbot: A chat service, where you may dialogue with a personalized AI chatbot to obtain information.         

I. Acceptance of Terms

Depending on your location, the Antalpha entity that is entering into these terms with you (the "Customer," “you” or “your”)  will be as follows:

Indonesia: PT Antalpha Technologies Indonesia;

Anywhere else in the world: Antalpha Digital Pte Ltd (Singapore).

These terms govern the Customer's access to and use of the Services. It sets out the terms of your use of the Services and the rights you have with respect to avatars, images, texts and other media which you might generate with the Services (“Assets”) or any headshot/image or textual prompts you might enter into the Services (”Queries”), your use of the Services, etc.

By accessing and/or using any of the Services you confirm that:

(a) You are of a legal age to enter into a binding contract in your legal jurisdiction and to agree to these Terms. If you are using the Services on behalf of a business or other entity, you also represent that you have authority to bind them to these Terms. If you are not of legal age or do not have that authority, or you do not agree to these Terms, you must not access or use the Service and any use would be wholly unauthorized and in violation of these Terms.

(b) You have read, understood, and accepted all of the terms and conditions herein (the “Agreement”), and you acknowledge and agree that you will be bound by and will comply with the Agreement. If you do not accept this Agreement in its entirety, please do not use the Service.           

II. General Terms & Conditions of Services

Services	Description / Terms of Use
1. Avatar Generation	(a) You may enter such number of headshots as requested by the AI engine, and generate your avatars in the art style that you like. (b) You will be charged a Service fee for your use of this Service based on what has been notified to you on the Website. The pricing for the Service may differ slightly from country to country due to exchange rate or other differences - and you will be charged the relevant country’s price based on your IP address location. (c) Refunds of any paid Service fees is on a case by case basis – and will generally only be allowed if you do not receive the generated avatar within 24 hours of your instruction. No refunds will be provided if you are unsatisfied with the quality of the avatars generated. (d) Regardless of which country you are accessing the Service from, you permit us to store your uploaded headshots on our Singapore servers. You may delete any uploaded headshots anytime – in which case the headshot will also be permanently deleted from our servers.
2. Image Generation	(a) You may enter Queries into the AI engine to generate digital images in various art styles. (b) As of the date of these Terms, you will not be charged for your use of this Service. (c) Regardless of which country you are accessing the Service from, you permit us to store your Queries on our Singapore servers. You may delete any uploaded Queries anytime – in which case the Queries may also be permanently deleted from our servers.
3. AI Chatbot	To be updated

III. Disclaimers

1. Service-specific Disclaimers

(a) Avatar Generation and Image Generation:

Antalpha’s Avatar Generation and Image Generation services uses models trained with artificial intelligence to generate images in response to your Queries.

While Antalpha endeavours to assist you in the creation of high-quality images that accord to your preferences, no guarantees are made with respect to the Services’ quality, stability, uptime or reliability. We will not be liable to you for any harm caused by your dependency on the Service. Further, the Assets are generated by an artificial intelligence system based on your user Queries and Antalpha makes no guarantees as to the suitability of the Assets for the Customer.

(b) AI Chatbot:

Any names of individuals or logos are fictional and are trademarks of Antalpha (“Antalpha Trademarks”). Apart from accessing and using the AI Chatbot Service ass provided to you, you are not allowed to use any Antalpha Trademarks for your own purposes without our prior written permission.

2. General Website Disclaimers

The Services are provided on an "as is" and "as available" basis and except to the extent prohibited by law, we make no warranties (express, implied, statutory, or otherwise) with respect to the Service or content, and we disclaim all warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title, and non-infringement. Antalpha makes no warranty that (a) the Services will meet your requirements, (b) the Services will be uninterrupted, timely, secure, or error-free, and (c) the results that may be obtained from the use of the Service will be accurate or reliable.

You understand that Antalpha is not responsible for any activities or legal consequences of your use of the Services. Users are responsible for using the Services in compliance with all applicable laws and regulations of the jurisdictions in which such users are domiciled, reside, or are located at the time of such access or use, the jurisdictions into which such users direct any Asset Sharing, as well as these Terms.

Antalpha reserves the right to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Antalpha will not be liable to you or to any third party for any modification or discontinuance of the Services, except as set forth in the "Limitation of Liability" section below.

IV. Payment and Billing

We may either provide any of the Services to you for free of charge you for your usage. We will make this clear to you in each instance, either in these terms or on the Website.

In case your use of any of the Services becomes chargeable, and you agree to continue using the relevant Service on that basis, we will invoice You for Your use of the Service through a third party payment service provider, under a selection of various plans. The third-party service provider’s terms of service shall govern and supersede this Agreement in case of any conflict.

You are free to cancel Your plan at any time in accordance with the cancellation terms presented to you on the Website. We also reserve the right to terminate your access to the Service for any reason, including for violation any terms in this Agreement or other inappropriate use of the Service. In this event, you will not be refunded for the current subscription period, but you will not be charged after the current subscription period has ended.

V. Intellectual Property Rights

The Assets

You own all Assets You create with the Services, to the extent possible under current law, and to the extent that these Assets are not the intellectual property of an original creator (or a substantial reproduction thereof).

You grant to Antalpha, its successors, and assigns a perpetual, worldwide, non-exclusive, sublicensable no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute any Queries or Assets, whether within antalpha.ai or otherwise. This license survives termination of this Agreement by any party, for any reason.

VI. The Queries entered by you

We may preserve your Queries and may also disclose your them if required to do so by law or in our good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any Assets violates the rights of third parties; or (d) protect the rights, property, or personal safety of Antalpha, its officers, employees, directors, shareholders, licensors, service providers, agents, and the public.Prohibited Conduct

At Antalpha, the safety and well-being of everyone is of priority.

Before posting, publishing, or otherwise sharing Assets with others (collectively, "Asset Sharing"), you must consider the potential physical, emotional, mental, financial, and reputational harm that it may have on others. Assets that may be acceptable, harmless, satirical, artistic, or humorous to you might be perceived as harassing, threatening, intimidating, upsetting, disturbing, embarrassing, distressing, or hateful to someone else, and you are responsible for validating the safety and the hygiene of your Assets before sharing such Assets.

As a Customer, in your use of the Services and in your generation and use of the Assets, you may not do the following, or assist any other person to do the following:

a) Violate these Terms or other policies applicable to the Services;

b) Include sensitive personal information (such as phone numbers, residential addresses, health information, social security numbers, driver's license numbers, or other account numbers) about yourself or any other person in any of the image entries, text prompts or Assets;

c) Reverse-engineer the Services or the Assets, or use automated tools to access, interact with, or generate Assets through the Services. Only one user may use the Services per registered account, and each user of the Services may only have one account;

d) Further or promote criminal activity or enterprise or provide instructional information about illegal activities;        

e) Enter any Queries that: (i) infringe any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under any contractual or fiduciary relationship;    

f) Generate Assets that violate the privacy, publicity, or other rights of any third party;

g) Generate Assets that resemble or are a substantial reproduction of any artistic or creative work belonging to a third party, resulting in such Assets being IP infringing;     

h) Generate Assets or engage in Asset Sharing that a reasonable person could find obscene, lewd, lascivious, offensive, pornographic, indecent, vulgar, prurient, excessively violent, or to be a glorification or promotion of violence or a celebration of the suffering or humiliation of any person or class of people (whether living or deceased) (including visible genitalia, bare breasts, fully-nude buttocks, depictions of suicide or explicit sexual activity, fetishistic content, bodily fluids, bestiality, or imagery that shows violent death or acts of torture);      

i) Generate Assets or engage in any Asset Sharing that has any risk or possibility of exploiting, harming, or endangering the health or well-being of children or other minors ("Children"), such as images of Children in sexualized costumes, poses, or a sexual fetishistic context, or which identifies, directly or indirectly, alleged victims of child sexual exploitation, or for the purpose of exploiting, harming or attempting to exploit or harm Children in any way;

j) Generate Assets or engage in any Asset Sharing that may exploit any vulnerabilities, offend human dignity or may otherwise be defamatory, libelous, harassing, threatening, embarrassing, disparaging, distressing, hateful — racially, ethnically, or otherwise — to a person or class of people, or which may be discriminatory towards a person's or class of people's race, religion, color, age, ethnicity, national origin, disability, physical, or mental characteristics, sexual orientation, gender expression, gender identity, family status, medical or genetic condition, personality characteristics, or physical appearance, including through the material distortion of the behavior of any such person or class of people in a manner that causes or is likely to cause that person or class of people physical or psychological harm;

k) Generate any Asset or engage in any Asset Sharing that is intentionally misleading, false, or otherwise inappropriate or with the purpose of harming others, regardless of whether the Asset or its dissemination is unlawful;

l) Use the Services or any Asset to stalk, harass, abuse, mock, ridicule, intimidate, disparage, defame, threaten, defraud, or otherwise mistreat or harm any person or class of people;

m) Upload any material, program, or software that contains any virus, worm, spyware, Trojan horse or other program or code designed to interrupt, destroy or limit the functionality of the Services, launching a denial of service attack, or in any other way attempting to interfere with the functioning and availability of the Services;

n) Interfere with or disrupt the Services or servers or networks connected to the Services;

o) Access or otherwise obtain any materials or information through any means not intentionally made available or provided for by Antalpha to you through the Services;

p) Use the Services (a) for fully automated decision making that adversely impacts an individual's legal rights or otherwise creates or modifies a binding, enforceable obligation; (b) to provide medical advice or medical results interpretation; or (c) Generate Assets or engage in Asset Sharing used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime commitment (e.g. by text profiling, drawing causal relationships between assertions made in documents, indiscriminate and arbitrarily-targeted use);

q) Use the Services in any way that violates any applicable national, federal, state, local or international law or regulation; or

r) Attempt to do any of the above.

We may block certain Queries, and blur or takedown resulting Assets that violate the above terms, or if we find (in our sole judgment) the prompt or resulting image too graphic, offensive, insensitive, or hurtful, even in circumstances where you may not have had any ill intent or where the Queries or Assets do not otherwise violate the prohibitions described above.

We may also block image entries / text prompts or remove Assets that we otherwise find objectionable or that we believe in our reasonable judgment may expose us or others to any harm or liability.

We reserve the right to suspend or ban Your access to the Services at any time, and for any reason. We reserve the right to investigate complaints or reported violations of our Terms of Service and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

VII. Limitation of Liability and Indemnity

You will indemnify, defend and hold harmless Antalpha and its affiliates, shareholders, officers, directors, employees, agents, and representatives from and against any and all claims, including all damages, judgments, costs and expenses (including, reasonable attorneys' fees) ("Claims"), arising out of and relating to (a) intellectual property infringement claims made against Antalpha concerning your Queries, (b) your use of the Services, including your access to, use of, or misuse of the Services, or Asset Sharing, (c) generating any Assets that violate the rights of third parties, and (d) your violation of these Terms (including use of the Services in violation of these Terms).

We provide the Services as is, and we make no promises or guarantees about it. You understand and agree that we will not be liable to You or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however they arise.

VIII. Takedowns Policy

We respect the intellectual property rights of others and we will update this section with our takedown policy once available.

IX. Miscellaneous

Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.

Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

Survival. The sections and obligations in this Agreement that a reasonable person would expect to survive this agreement, will. Particularly the IP and privacy stuff.

X. Dispute Resolution and Governing Law

All legal claims arising out of or relating to this agreement (including any dispute regarding the interpretation or performance of the agreement) ("Dispute") will be governed by the laws of Singapore.

The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it shall be resolved by arbitration in Singapore.

The parties will mutually select one arbitrator. The arbitration will be conducted in English.

Either party may apply to any competent court for injunctive relief necessary to protect its rights pending resolution of the arbitration. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.

The arbitral award will be final and binding on the parties and its execution may be presented in any competent court, including any court with jurisdiction over either party or any of its property.

Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.