Website Terms of Service
Last Updated: December 20, 2022
Introduction, Overview, and Your Agreement
These terms of service (and any other terms or information incorporated into them by reference) (collectively the “Terms”) govern your access and use of Stability AI Ltd’s (“Stability,” we,” or “us”) website, located at https://stability.ai/ (the “Site”). These Terms do not alter in any way the terms or conditions of any other agreement you may have with Stability for products, services, or otherwise.
PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY BEFORE USING THE SITE, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS, INCLUDING AN AGREEMENT TO SUBMIT (WITH LIMITED EXCEPTION) ALL CLAIMS THAT YOU MAY HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, YOUR USE OF THE SITE AND OUR COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS.
By accessing or using the Site, you signify that you: (1) have the legal capacity to comply with and agree to comply with these Terms, and (2) are not a minor in the jurisdiction in which you reside. You are not authorized to access or use the Site if you do not meet (1) or (2).
Your Information
For information concerning how and why we might collect, store, use, and/or share your personal information when you visit the Site, please read and review our Privacy Policy.
Your Rights to Use the Site; Our Content and Intellectual Property Rights
Subject to these Terms, Stability grants you a limited, non-exclusive, revocable, and personal license to access and use the Site solely for noncommercial and informational purposes.
Unless otherwise expressly indicated by Stability, all content displayed or made available on the Site, including without limitation, text, images, illustrations, designs, logos, domain names, service marks, software, scripts, and the selection, compilation and arrangement of any of the foregoing is owned by Stability, its affiliates, licensors and/or other third parties (“Site Content”). The Site and all Site Content are protected by copyright, trade dress, trademark, moral rights, and other intellectual property laws in the United States, the United Kingdom, and other international jurisdictions. All such rights are reserved.
All registered and unregistered trademarks, logos, and service marks are the property of Stability and/or their respective owners. Nothing displayed or accessed in connection with the Site 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 Site without the owner’s prior written permission, except as otherwise described herein.
Prohibited Uses
You are fully responsible for your activities while using the Site, including any content, information or other materials you post or upload to the Site, and you bear all risks associated with using the Site. By agreeing to these Terms, you agree to comply with all applicable federal, state, and local laws and regulations concerning your use of the Site. You also agree not to use the Site to engage in any prohibited conduct or to assist any other person or entity in engaging in any prohibited conduct.
We reserve the right (but not the obligation) in our sole discretion to (1) monitor the Site for violations of these Terms; (2) take appropriate legal action against anyone who uses or accesses the Site in a manner that we believe violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) deny access to the Site or any features of the Site to anyone who violates these Terms or who we believe interferes with the ability of others to enjoy our Site or infringes the rights of others; and (4) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
You are prohibited from using the Site to commission harmful or illegal activities. Accordingly, you may not, or assist any other person to:
Violate these Terms or other policies and terms posted on, or otherwise applicable to, the Site;
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 web form on the Site;
Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code;
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 Site, launch a denial of service attack, or in any other way attempt to interfere with the functioning and availability of the Site;
Except as may be the result of the standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including, without limitation, any spider, robot, cheat utility, scraper, offline reader, or any data mining or similar data gathering extraction tools to access the Site, or use or launch any unauthorized script or other software;
Interfere with, disable, vandalize or disrupt the Site or servers or networks connected to the Site;
Hack into, penetrate, disable, or otherwise circumvent the security measures of the Site or servers or networks connected to the Site;
Impersonate another person or falsely represent an affiliation with any organization or institution;
Send email to the addresses linked or made available on the Site (including in these Terms) to harass, annoy, intimidate, or threaten any of our employees or agents;
Use the Site in any way that violates any applicable national, federal, state, local or international law or regulation; or
Attempt to do any of the above.
DMCA Copyright Infringement Notice
We have implemented the procedures described in the Digital Millennium Copyright Act of 1998 (“DMCA”), 17 U.S.C. § 512, regarding reporting alleged copyright infringement and removing or disabling access to the infringing material. If you have a good faith belief that copyrighted material on the Site is being used in a way that infringes the copyright over which you are authorized to act, you may make a Notice of Infringing Material.
Before serving a Notice of Infringing Material, you may contact a lawyer to understand better your rights and obligations under the DMCA and other applicable laws. For example, if your Notice fails to comply with all requirements of sections 512(c)(3), your Notice may not be effective.
Termination of Repeat Infringers
We will terminate or disable your use of the Site in appropriate circumstances if we deem you to be a repeat copyright infringer.
Notices must be sent to:
DMCA Agent: Mariya Davydova
Stability AI Ltd (https://stability.ai/) c/o Legal
Address: Fora - United House, 9 Pembridge Rd., London, W11 3JY, UK
Email: legal@stability.ai
Disclaimer
THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE) WITH RESPECT TO THE SITE OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. STABILITY MAKES NO WARRANTY THAT (A) THE SITE WILL MEET YOUR REQUIREMENTS, (B) ACCESS TO AND USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE.
Stability reserves the right in our sole discretion to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that Stability will not be liable to you or to any third party for any modification or discontinuance of the Site, except as outlined in the “Limitation of Liability” section below.
You understand that we are not responsible for any activities or legal consequences of your use of the Site. Users are responsible for using the Site 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, as well as these Terms. Any violation of these Terms may result in the suspension or termination by us, in our sole discretion, of your access to and use of the Site.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER STABILITY NOR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, LICENSORS, SERVICE PROVIDERS, AND AGENTS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF STABILITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING
FROM: (A) THE USE OR THE INABILITY TO USE THE SITE OR ANY RELATED INFORMATION; (B) CONDUCT OF ANY THIRD PARTY (INCLUDING OTHER USERS) OF THE SITE; OR (C) ANY OTHER MATTER RELATING TO THE SITE. IN NO EVENT WILL STABILITY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED ONE HUNDRED DOLLARS ($100). IF YOU ARE MERELY DISSATISFIED WITH ANY PORTION OF THE SITE OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE THE USE OF THE SITE.
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE USE OF THE SITE OR THESE TERMS MUST BE FILED BY YOU WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN CATEGORIES OF DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Links to and From Other Websites
You may gain access to other websites via links on the Site. These Terms apply to the Site only and do not apply to other parties’ websites. Similarly, you may have come to the Site via a link from another website. The terms of use of other websites do not apply to the Site. Stability assumes no responsibility for any terms of use or material outside the Site accessed via any link. You are free to establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your website or service by Stability or the Site. Unless expressly agreed to by us in writing, reference to any of our products, services, processes or other information by trade name, trademark, logo, or otherwise by you or any third party does not constitute or imply endorsement, sponsorship or recommendation thereof by us. You may not, without our prior written permission, frame or inline link any of the content of the Site, scrape the Site or incorporate into another website or other service any of our material, content or intellectual property unless we otherwise permit you to do so in accordance with a license or subject to separate terms.
Dispute Resolution by Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY, AS IT AFFECTS YOUR RIGHTS.
1. Agreement to Arbitrate.
This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You and Stability agree that any and all disputes, claims, demands, or causes of action (“Claims”) that have arisen or may arise between you and us, whether arising out of or relating to these Terms, the Site, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration before a neutral arbitrator, rather than in a court by a judge or jury, in accordance with the terms of this Arbitration Agreement, except that you or we may (but are not required to) assert individual Claims in small claims court if such Claims are within the scope of such court’s jurisdiction. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and we are each waiving the right to a trial by jury or to participate in a class action and that our respective rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
2. Prohibition of Class and Representative Actions and Non-Individualised Relief.
YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
3. Pre-Arbitration Dispute Resolution.
Before commencing any arbitration (or suit in small claims court, if available), you agree to provide Stability with a written notice of Claim, and Stability agrees to provide you with a written notice of Claim to the extent reasonably possible based on the availability of your contact information to Stability (“Notice”). The Notice to Stability shall be sent to legal@stability.ai with a paper copy to c/o Legal, Fora - United House, 9 Pembridge Rd., London, W11 3JY, UK. Where Stability has your contact information, Stability will send its Notice to you using the last email address we have on file for you if you have provided us with an email address (each, a “Notice Address”). The Notice must (i) describe the nature and basis of the Claim in sufficient detail to evaluate the merits of the claiming party’s Claim and (ii) set forth the specific relief sought, including the amount of money (if any) that is demanded and the means by which the demanding party calculated the claimed amount. Both parties agree that they will attempt to resolve a Claim through informal negotiation within sixty (60) calendar days of receiving the Notice. If the Claim is not resolved within sixty (60) calendar days after receiving the Notice, you or we may commence an arbitration proceeding. Each party agrees that state and federal courts in New York, New York, may enter injunctive relief to enforce the pre-filing requirements of this paragraph, including an injunction to stay an arbitration that has been commenced in violation of this paragraph.
4. Arbitration Procedures.
The Federal Arbitration Act fully applies to the Arbitration Agreement. A neutral arbitrator will conduct the arbitration in accordance with the American Arbitration Association’s (“AAA”) Consumer Arbitration Rules in effect at the time that such arbitration is initiated (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. Information about the AAA Rules and fees for consumer disputes can be found on the AAA’s consumer arbitration page: http://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms will be controlled. The arbitrator must also follow the provisions of these Terms as a court would. Except as set forth above, all issues are for the arbitrator to decide, including, but not limited to, threshold issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement and issues relating to (a) whether the terms of these Terms (or any aspect thereof) are enforceable, unconscionable, or illusory and (b) any defense to arbitration, including waiver, delay, laches, or estoppel. During arbitration proceedings, the amount of any settlement offer made by Stability or you shall not be disclosed to the arbitrator. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. While an arbitrator may award declaratory or injunctive relief, the arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s Claim. The arbitrator’s decision and judgment thereon will not have a precedent or collateral estoppel effect on any other Claim. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Any arbitration hearings will occur in New York, New York, at another mutually agreeable location or, if both parties agree, by telephone or video conference. Whether the arbitration will be conducted solely based on documents submitted to the arbitrator or by a hearing will be determined in accordance with the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
5. Small Claims Court.
Subject to applicable jurisdictional requirements, either party may elect to pursue a Claim in a local small claims court rather than through arbitration so long as the matter remains in a small claims court and proceeds only on an individual basis.
6. Cost of Arbitration.
Payment of all filing, administration and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules unless otherwise provided in this Arbitration Agreement. If you are able to demonstrate to the arbitrator’s satisfaction that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees, subject to allocation in the arbitrator’s award. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. The AAA Rules will govern any payment of attorneys’ fees.
7. Confidentiality.
Each of the parties shall maintain the strictly confidential nature of the arbitration, including all aspects of the arbitration proceeding and any ruling, decision, or award by the arbitrator, and shall not (without the prior written consent of the other party) disclose to any third party the fact, existence, content, award, or other results of the arbitration, except as may be necessary to enforce, enter, or challenge such award in a court of competent jurisdiction or as otherwise required by law.
8. Opt-Out.
You may reject this Arbitration Agreement, in which case only a court may be used to resolve any Claim. To reject this provision, you must send us an opt-out notice (the “Opt-Out”) within thirty (30) days after you first access the Site. The Opt-Out must be sent to the Stability Notice Address. The Opt-Out must include your name, phone number and the email address you used to sign up and use the Site. This is the only way of opting out of this Arbitration Agreement. Opting out will not affect any other aspect of these Terms and will not affect any other or future agreements you may reach to arbitrate with us.
9. Severability.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than Paragraph 2) above titled “Prohibition of Class and Representative Actions and Non-Individualised Relief” is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable, and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Paragraph 2 above, titled “Prohibition of Class and Representative Actions and Non-Individualised Relief,” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void unless such provisions are deemed to be invalid or unenforceable solely with respect to Claims for public injunctive relief. The remainder of these Terms will continue to apply.
Choice of Law
Any and all Claims shall be governed by the Federal Arbitration Act and the internal substantive laws of the State of New York in all respects, without regard for the jurisdiction or forum in which the user is domiciled, resides or located at the time of such access or use. Except as provided in the Arbitration Agreement, all Claims will be brought in the federal or state courts in New York, New York, and you and Stability each unconditionally, voluntarily, and irrevocably consent to those courts' exclusive personal jurisdiction and venue.
YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT YOU MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS THAT IS NOT SUBJECT TO ARBITRATION, AS SET FORTH ABOVE.
A printed version of these Terms and any other notice given in electronic form will be admissible in any arbitral, judicial, or administrative proceedings based upon or relating to these Terms and your use of the Site to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Waiver and Severability
If you do not comply with a portion of these Terms and we do not take action immediately, this does not mean we are giving up any of our rights under these Terms. If any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction or arbitrator, the remainder of the Terms shall be enforced to the maximum extent permitted by law.
Entire Agreement; Construction
These Terms contain the entire agreement between you and Stability regarding your use of the Site and supersede any prior or contemporaneous agreements, communications, or understandings between you and Stability on that subject.
Assignment and Delegation
You may not assign or delegate these Terms or any rights or obligations under these Terms. Any attempted or purported attempted assignment or delegation shall be null and void and will automatically terminate your right to use the Site. We may assign or delegate these Terms or any rights or obligations under these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets to any affiliate or as part of a corporate reorganization.
Notices
Unless otherwise specified, all notices to Stability under these Terms shall be sent to legal@stability.ai. Service of any notice will be deemed given on the date of receipt delivered by email.
Changes to these Terms
We may change or modify these Terms by posting a revised version on the Site or by otherwise providing notice to you, and we will state at the top of the revised Terms the date they were last revised. Changes will not apply retroactively and will become effective no earlier than fourteen (14) calendar days after they are posted, except for changes addressing changes made for legal reasons, which will be effective immediately. Your continued use of the Site after any change means you agree to the new Terms.