Last Updated: March 3, 2024
These Terms of Service (“Terms”) govern the relationship between Jaabaali Inc. (“Company,” “we,” “us” or “our”) and our customers (“Customer,” “you” or “your”), i.e., each entity or person using or accessing our services, applications, or platforms through our website available at jabali.ai (“Site”), app stores, google play, APIs, through any of our Discord servers and related channels, or by any other means (together, the “Services”). The Terms explain what rights and obligations you have with respect to text, images, 3D objects, animation files, software code, and sound prompts you might provide or enter into the Services (referred to herein as “Inputs”), and text, images, 3D objects, animation files, software code, sound, output, and other assets you might generate with the Services (referred to herein as “Assets”), your use of the Services, and other important topics. Please read these Terms carefully, along with our Privacy Policy, which outlines how we handle your data. Together with the Terms, these documents and the Privacy Policy form a single binding agreement between you and Company (“Agreement”).
By selecting “I accept” or “I agree” (or words to similar effect), registering for a Company account, or otherwise using any of our Services, you: (i) agree that you have read and understood, and, as a condition to your access to and use of any of our Services, you agree to be legally bound by, these Terms and (ii) agree that Company may make updates to these Terms on a going forward basis at any time in its sole discretion. The updates may be presented to Customers from time to time and all changes will be effective as of the “Last Updated” date stated at the top of this page. Continued use of the Services thereafter constitutes acceptance of the most recently modified version of the Terms. If you do not agree to this Agreement, you must stop using or accessing the Services.
Minimum Age and Ability to Assent. By accessing the Services, you confirm that you are at least 18 years old, meet the minimum age of digital consent in your country, and are able to form and understand this Agreement. If you are not at least 18 years old, do not meet the minimum age of digital consent in your country, or are not able to form and understand this Agreement, you are not permitted to use the Services.
Suitability. Assets are generated by an artificial intelligence system using Customer Inputs. This technology is still being refined and it does not always work as expected. No guarantees are made as to the suitability or appropriateness of the Assets for you or any other Customer.
Account Creation. As a condition to your access to and use of the Services, you will be required to register for a Company account and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (i) all required registration information you submit is current, complete, truthful and accurate; and (ii) you will maintain the accuracy of such information. All personal data that you provide to us to create a user account or through the use of any of the features within the Services is governed by our Privacy Policy.
Account Responsibilities. You are responsible for maintaining the confidentiality of your account login information and are fully responsible for all activities that occur under your account, whether authorized by you or not. Company is not liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. Each user of the Services may only have one account, and You may not share your account with anyone else. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to comply with the above requirements.
License. Subject to your compliance with this Agreement, Company grants you a non-exclusive, limited, revocable, non-transferable license to use the Services on devices you own or control.
Restrictions. In connection with your access and use of the Services, you agree that you will not, directly or indirectly:
You agree not to use the Services in any way that is not expressly permitted by the Terms. We reserve the right to investigate complaints or reported violations of this Agreement and to take any action we deem appropriate, including, but not limited to, referral to law enforcement or regulators for any illegal or unauthorized use of the Services.
Availability. We reserve the right to modify and change our Services in our sole discretion without notice, including but not limited to the features made available to you, the art or style of the Assets, and the algorithms used to generate Assets. No guarantees are made with respect to the Service’s quality, stability, uptime, or reliability, and we will not be liable if for any reason all or any part of the Services are unavailable at any time for any period. Please do not create any dependencies on any attributes of the Services or the Assets. We will not be liable to you or your downstream users for any harm caused by any such dependencies.
Open Community. Please note that Jaabaali is an open community, which means that by default, the Assets you create will be viewable by other users whenever you post them in a shared or open setting. If you purchase a subscription tier that includes a feature which allows you to generate Assets privately, we will make best efforts not to publish any Assets you generate wherever this feature is engaged. Please note, however, that if you generate Assets in a public setting (such as a Discord channel), the Asset will be viewable by other users in that space, regardless of whether you have purchased the privacy feature.
Company’s Rights. Company owns all rights, title, and interest in and to the Services. Except as expressly granted in these Terms, Customer does not receive any right, title, or interest in or to our Services. All registered and unregistered trademarks, logos, and service marks are the property of Company and/or their respective owners. Nothing displayed or accessed in connection with the Services shall be construed as granting by implication, estoppel, or otherwise, any license or right to use any trademark, logo, or service mark displayed in connection with the Services without the owner’s prior written permission, except as otherwise described herein.
Your Rights. Inputs and Assets are collectively “Content.” As between you and Company, and to the extent permitted by applicable law, you: (i) retain any ownership rights in Inputs, and (ii) own the Assets you generate using the Services, provided they were created in accordance with this Agreement, and subject to any other applicable laws.
Rights You Give to Company. By using the Services, you grant to Company, its affiliates, successors, and assigns a perpetual, worldwide, non-exclusive, sublicensable, royalty-free, irrevocable license to reproduce, prepare derivative works of, publicly display, publicly perform and distribute your Content for purposes of providing or improving the Services, training any models underlying the Services, and generating Assets at your or other Customers’ direction. This license survives termination of this Agreement by any party, for any reason.
Notice Procedure. Company respects the intellectual property of others. If you believe that one of our users is, through the use of our Services, unlawfully infringing your copyright(s) or violating your trademark(s) in a work, and wish to have the allegedly infringing material removed, please send a notice of claimed infringement to takedown@jabali.ai or mail at Jaabaali Inc, 1968 S. Coast Hwy #5633, Laguna Beach, CA, 92651 with the subject “Takedown Request,” and including the following:
Upon receipt of a notice 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.
Please note that, pursuant to 17 U.S.C. § 512(f) of the DMCA, knowingly misrepresenting material facts (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorneys’ fees incurred by Company in connection with the written notification and allegation of copyright.
Counter-Notice Procedure. If you believe that material was removed or access to it was disabled by mistake or misidentification, you may file a counter-notice with us by submitting a written notification to our copyright agent by takedown@jabali.ai or mail at Jaabaali Inc, 1968 S. Coast Hwy #5633, Laguna Beach, CA, 9265 with the subject “Counter-notice.” Such notification must include the following:
Please be aware that if you knowingly materially misrepresent that material or activity on the Services was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorney’s; fees) under Section 512(f) of the DMCA.
Monthly Subscription. For paid subscriptions, we will charge you for your use of the Services through a third-party payment service provider on each agreed-upon periodic renewal until you cancel, including all applicable taxes. If your payment cannot be completed, we may suspend your access to our Services until payment is received. The third-party service provider’s terms of service shall govern and supersede this Agreement in case of conflict, solely with respect to the processing of such payments.
Cancellation. You can cancel your paid subscription at any time. Cancellation will become effective at the end of the then-current subscription period. If you cancel your subscription, you will not be refunded for the current subscription period for which you have already paid, but you will not be charged after the current subscription period has ended.
Changes. We may change our prices from time to time. If we increase our subscription prices, we will give you at least 30 days’ notice. Any price increase will take effect on your next renewal so that you can cancel if you do not agree with the price increase.
Termination. We reserve the right to suspend or terminate your access to the Services or Assets for any reason, including for violation of this Agreement or other inappropriate use of the Services. If the subscription is terminated, you will not be refunded for the current subscription period for which you have already paid, but you will not be charged after the current subscription period has ended.
To the extent permitted by law, you agree to indemnify, defend, and hold harmless Company and its officers, employees, agents, affiliates and representatives, from and against any costs, attorneys’ fees, expenses, losses, and liabilities arising from any claim or demand made by any third party due to or arising out of (i) your use of the Site or Services, (ii) your Assets, or (iii) your violation of these Terms by you, your officers, employees, agents, affiliates, or representatives, including without limitation, any claims for intellectual property infringement. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
OUR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT. NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SERVICES OR ITS CONTENT WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED, OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, OR ANY OTHER INTANGIBLE LOSS) INCURRED BY YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SERVICES OR ANY CONTENT. THIS LIMITATION APPLIES WHETHER THE DAMAGES ARE BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR $100. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
YOU AGREE THAT ALL MATTERS AND LEGAL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ALL DISPUTES, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION, AND WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, USA, EXCLUDING CALIFORNIA’S CONFLICTS OF LAWS RULES.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration conducted in Santa Clara County, California, USA before a mutually selected single arbitrator. The arbitration shall be administered by the American Arbitration Association’s International Centre for Dispute Resolution in accordance with its Expedited Commercial Rules in force as of the date of this Agreement (“AAA Rules”).
By agreeing to mandatory arbitration as set forth herein, you and Company knowingly and irrevocably waive any right to trial by jury in any action, proceeding or counterclaim, except that 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. Further, the arbitrator must identify a “prevailing party” and award the prevailing party its reasonable attorneys’ fees, expert fees, and costs. 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.
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