The purpose of GRAYDIENT and The GRAYDIENT PLATFORM is to empower entrepreneurs, students and businesses with zero-friction access to their desired artificial intelligence software on any device, regardless of hardware requirements, and without the hassle of setting up servers, software, patches, config files, and other such technical difficulties.
To paraphrase the license provided by one of our hosted software packages, Stable Diffusion, we also have concerns “that while there are clear and current and potential benefits that these artifacts can bring to the end user and society at large, there are also concerns about potential misuses of them, either due to their technical limitations or ethical considerations.”
Terms of Service:
Acceptance of Terms
NOW THEREFORE, You and Licensor agree as follows:
This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions of Your Use of GRAYDIENT PLATFORM service (“GRAYDIENT”, “Subscription” and/or “Service(s)”). It is in addition to GRAYDIENT’s Terms of Service, GRAYDIENT PLATFORM Acceptable Use Policy, and GRAYDIENT’s hosting terms/policies, including Hosting Acceptable Use Policy (collectively “GRAYDIENT Terms”). In this Agreement “You” and “Your” refer to You as the user of Our Services, or any agent, employee, servant, or person authorized to act on Your behalf. “We,” “Us” and “Our” refer to GRAYDIENT, Inc., as well as its subsidiaries and sister companies (“PIRATE DIFFUSION”).
You agree to be bound and abide by the terms and conditions of this Terms of Service Agreement (“Agreement”) and all of the applicable GRAYDIENT Terms. If you are entering into this Agreement on behalf of a company, organization, or other legal entity, you are entering into this Agreement for that entity and representing that you have the authority to bind such entity to this Agreement, in which case the term “You” will refer to such entity. If you do not agree to this Terms of Service Agreement, you should not access or use the Service.
The Service, all confidential and proprietary software used in connection with the Service, Materials, and all other materials and services provided by or through GRAYDIENT PLATFORM are owned by GRAYDIENT or other parties that have permitted the use of their materials, content, or provided services to Us, and are protected by copyright, trademark, trade secret, and other intellectual property laws.
“Materials” means any necessary software, all informational text, software documentation, design of and “look and feel,” layout, photographs, graphics, audio, video, messages, interactive and instant messaging, design and functions, files, documents, images, or other materials, whether publicly posted or privately transmitted, as well as all derivative works thereof.
GRAYDIENT gives You permission to use the Materials to the extent, and only to the extent, necessary to access and use the Service in accordance with these Terms. This permission does not permit You to store, copy, reproduce, republish, modify, upload, post, translate, scrape, rent, lease, loan, sell, distribute, transfer, transmit, display, decompile, reverse engineer, reverse assemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials, or otherwise distribute in any way the Materials other than as specifically permitted in these Terms. You may not sell, assign, grant a security interest in or otherwise attempt to transfer any right in the Service or Materials, create derivative works based on or in any manner commercially exploit the Service or Materials, in whole or in part, other than as expressly permitted in these Terms. Any use of the Service or Materials for any purpose other than as specifically permitted herein or without Our prior consent or advertisers, as applicable, is expressly prohibited. We reserve all rights not expressly granted in these Terms.
All trademarks, service marks, logos, slogans, and taglines (individually and collectively, “Mark” or “Marks”) are the property of GRAYDIENT or their respective owners. Except as otherwise specifically provided herein, no permission or right to use any Mark is granted without the express written permission of GRAYDIENT or the respective third-party Mark owner.
We do not want to receive confidential or proprietary information from You through the Service or by email. Unless otherwise agreed in writing by an authorized GRAYDIENT representative, any material, information or idea You transmit to Us by any means may be disseminated or used by Us without compensation or liability to You for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. However, this provision does not apply to Content or to personal information that is subject to Our Privacy Notice.
Account and Security
You are responsible for maintaining the security of Your account and website, for all activities that occur or actions taken under the account or in connection with the website. You agree to notify Us immediately in writing of any unauthorized uses of the account or any other security breaches. We will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will We be liable, in any way, for any of Your acts or omissions or those of any third party, including damages of any kind incurred as a result of such acts or omissions.
You are solely responsible for undertaking measures to: (i) prevent any loss or damage to Your content; (ii) maintain independent archival and backup copies of Your content; (iii) ensure the security, confidentiality, and integrity of Your content transmitted through or stored on GRAYDIENT servers; and (iv) ensure the confidentiality of Your password. GRAYDIENT’s servers are not an archive and GRAYDIENT shall have no liability to You or any other person for loss, damage, or destruction of any of Your content.
GRAYDIENT PLATFORM service is not intended to provide a PCI (Payment Card Industry) compliant environment and therefore should not be utilized as such without further compliance activity. GRAYDIENT shall have no liability to You or any other person for Your use of GRAYDIENT products and/or services in violation of these terms.
Content rules and obligations
All information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services, or other materials You post or allow to be posted on a website via the Service (“Content”) are Your sole responsibility. You are responsible for all Content that You upload, post, transmit, or otherwise make available via the Service, including Content that You allow to be posted by other parties. We do not control the Content You post via the Service.
Under no circumstances will We be liable for Your Content or the content of any third party, including, but not limited to, for any errors or omissions in Your Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You acknowledge that We do not pre-screen Content, but that We shall have the right (but not the obligation) to refuse, move or delete any Content that is available via the Service. We shall also have the right to remove any Content that violates these Terms or is otherwise objectionable at Our sole discretion. You must evaluate, and bear all risks associated with, the use of any Content. You may not rely on any Content created by Us. You acknowledge and agree that We may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect Our rights, property, or personal safety and those of Our users and the public.
You further agree that You will comply with Our content guidelines and Acceptable Use Policies, including but not limited to those in GRAYDIENT’s Terms of Service and GRAYDIENT’s hosting terms/policies, including Hosting Acceptable Use Policy.
We retain the right to terminate any account or user who has violated any of the above prohibitions. Any material that in Our judgment is harmful, illicit, or threatening is strictly prohibited and may be removed from GRAYDIENT servers immediately with or without prior notice and may lead to possible warning, suspension, or immediate account termination with no refund. You agree that We have the sole right to decide what constitutes a violation as well as what is the appropriate severity of any corrective action to be applied. At its discretion, GRAYDIENT will take further actions to ensure the stability of Our services including, but not limited to, restricting public access to certain Content, disabling plugins, themes, accounts, scripts, services, etc. GRAYDIENT shall have no liability to You or any other person for loss, damage, or destruction of any of Your content or website.
You expressly (i) grant to GRAYDIENT permission to cache the entirety of the content that is submitted, stored, distributed, or disseminated by you via the Services and your website, including content supplied by third parties, hosted by GRAYDIENT under this agreement; and (ii) agree that such caching is not an infringement on any of your intellectual property rights or any third party’s intellectual property rights.
Billing, payment, and cancellation
GRAYDIENT Inc. will make best efforts to provide invoices and late notices in a timely, predictable fashion. In the event of an overdue account, we will continue to make best efforts to collect for services used.
Optional Subscription-based Service + Autorenewal. GRAYDIENT PLATFORM is a subscription-based service that renews automatically. The automatic renewal option must be enabled prior to the subscription renewal date. In the event the auto-renew option is disabled, the Subscription will be canceled on the renewal date and Your website content will be permanently deleted.
In the event that the auto-renew option is enabled, but the attempt to automatically renew Your Subscription failed as a result of a decline of Your credit card or insufficient funds, GRAYDIENT will try to perform additional renewal attempts.
After 90 consecutive days (and daily attempts) to renew the GRAYDIENT PLATFORM Subscription, We may elect, in Our sole discretion, to either: (a) continue the Subscription and accrue the amount You owe to Us, which You acknowledge includes the right to charge interest against the amount You owe; or (b) cancel the Service, which will result in permanently deleting Your content.
BY PURCHASING GRAYDIENT, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND EXPLICITLY AGREE TO THE ABOVE.
The cost for GRAYDIENT PLATFORM Subscriptions (“Fee”) include the cost of the Subscription plus any interest that may be charged per the Terms outlined above. The Fee is exclusive of all taxes, levies, or duties imposed by taxing authorities, and You are responsible for payment thereof.
Billing + Payment.
When You purchase Our Services, You consent to GRAYDIENT, or Our third-party service providers, storing Your payment card information and You authorize Us to charge Your payment card: (a) any Fees for Services You may purchase; (b) any applicable taxes in connection with Your use of the Services, should We be required to collect them; and (c) any interest We may charge for overdue amounts. In addition, You agree that You will be liable for and reimburse Us for any and all costs to collect monies You owe Us.
You agree that You are required to cancel the Subscription should You no longer wish to use this Service. Until such time, you authorize Us to continue billing You and You will remain responsible for any uncollected Fees. You may cancel the Subscription by turning the auto-renewal off. If You want to cancel it immediately by emailing us at email@example.com
If You cancel the Service, Your cancellation will take effect at the end of the paid subscription period. After cancellation, You will no longer have access to Your website and We may delete all information on Your website. We accept no liability for such deleted information or content.
You may receive a refund if Your GRAYDIENT PLATFORM subscription is canceled within the initial thirty (7) days after initial sign up (except for free trials) or within twenty-four (24) hours after renewal. If the account holder cancels after the time period specified, there will be no refund given. Refunds do NOT apply to any third-party software purchased outside of the graydient.ai domain, such as domain services, SSL certificates, credit card processors, business licenses, and so forth.
If Your website is found to be in violation of GRAYDIENT’s UToS and/or this Agreement, especially as it pertains to illegal images of acts of violance, hate speech, hateful acts, racism, illegal weapons or narcotics, or underaged persons (real or fictional) it will be suspended immediately and all payments may be forfeited at our sole discretion.
GRAYDIENT provides some third-party software (“Add-on(s)”) to You for easier account management including but not limited to Roboflow, Stable Diffusion, Pirate Diffusion, Auto1111, POLLY, etc. Such software is provided on an “as is” as available basis. GRAYDIENT does not take responsibility for any faults in such software functioning. By using Add-ons, you expressly agree to the relevant third-party terms of service and that You shall use the services in accordance with such terms. If You order Stable Diffusion to use, Your order constitutes explicit agreement with Stable Diffusion’s terms and agree to be bound by them. The terms of service for Stable Diffusion may be found here:
PRINTFUL, RAPID API, AND OTHER ADD-ONS
Printful (a print on-delivery api), RapidAPI (nudity and age detection) and other add ons have their own billing cycles and will be pro-rated accordingly based on use, itemized in your invoice with clear details of usage and dates.
The Add-on billing cycle is adjusted to the parent`s service (GRAYDIENT PLATFORM Subscription) billing cycle. In case the Add-on was not purchased during the initial subscription creation, the Add-on price will be adjusted accordingly on a prorated basis. Like the Subscription, Add-ons are renewed via the automatic renewal option with a designated credit card only. The auto-renewal settings are adjusted in accordance with the parent`s service setup. The automatic renewal option must be enabled prior to the renewal date. In the event the auto-renew option is disabled, the Add-on will be canceled along with its parent service on the renewal date and Your content will be permanently deleted.
Refunds do NOT apply to any Add-on product that is not included into the package and is purchased at additional fee.
Coding your own software with our API, or using your own third-party software is at Your own risk. GRAYDIENT cannot be responsible for any third-party software performance and provides no guarantees that its use will result in any particular outcome or result. GRAYDIENT will have no liability or responsibility for any damage, loss of data, use, or other loss occurring in connection with Your use of third-party software or products.
You are solely responsible for any license and other fees required by the software providers, for using any third-party software installed on Your account apart from the initial account setup. Third-party Services may not work appropriately with your website, and we may not be able to provide support for issues caused by any Third-party Services. If you have questions or concerns about how a Third-party Service operates, or need support, please contact the Third Party directly.
In rare cases, we may at our discretion, suspend, disable, or remove Third Party Services from your account or website.
Privacy Regulations and Your Obligations
You acknowledge that, in your use of the Service, you alone direct the content that is used in the Service. As such, you agree that you are Controller of any personal information included in your Content and processed by the Service, that GRAYDIENT serves as Processor.
You further agree that you will comply with all privacy regulations applicable to you. If required by law, you agree that you will ensure consent and/or an appropriate lawful basis for directing GRAYDIENT to process any third-party personal information via this Service. You also agree that GRAYDIENT, as Processor, may engage sub-processors to provide you with the Service.
You acknowledge and agree that you will hold GRAYDIENT, plus any/all sub-processors, harmless and fully indemnify GRAYDIENT and sub-processors for processing third-party data where you did not comply with applicable privacy regulations.
Data processed via this Service may be transferred to the US and/or other locations not deemed to have “adequate protection” under the GDPR. Where such transfer occurs, GRAYDIENT will transfer using an approved transfer mechanism, such as the Standard Contractual Clauses as outlined in our DPA.
GRAYDIENT reserves the right to refuse service to anyone at Our discretion. Any material that in GRAYDIENT judgment, is either obscene or threatening is strictly prohibited and will be removed from GRAYDIENT servers immediately with or without prior notice and may lead to possible warning, suspension, or immediate account termination with no refund. You agree that We have the sole right to decide what constitutes a violation of the acceptable policy use described above as well as what is the appropriate severity of any corrective action to be applied. In the event that a violation of Our Acceptable Use Policy is found, GRAYDIENT will take corrective action at our own discretion and will notify You. GRAYDIENT can and will remove any content we determine to be prohibited by this agreement or our Terms and Conditions. No backups will be kept of the removed content. Our decision in such a case is binding and final, and cannot be subject to further change. GRAYDIENT cannot and shall not be liable for any loss or damage arising from Our measures against actions causing harm to GRAYDIENT or any other third party.
Disk Usage Provision and Storage Subscription plan:
The GRAYDIENT PLATFORM disc space is limited in accordance with the membership plan you have purchased. For enterprise users, we recommend providing your own storage solution, such as Amazon S3.
At the time of this agreement GRAYDIENT PLATFORM for retail users and small teams is offered at 15 GB and 30 GB as described in offers called “pro, plus, or vip”
Backups created via GRAYDIENT PLATFORM Dashboard are counted towards disc usage of the subscription. The over-usage of the provided disk space may lead to the suspension of the account in question. Under its sole discretion, GRAYDIENT reserves the right to determine any kind of unfair or inappropriate usage of any content which may result in immediate account suspension or upgrade to a package with higher resource availability. The decision to upgrade shall rest solely with GRAYDIENT and shall be made at its reasonable discretion.
NO RESALE OR API USE OF RETAIL “PRO” AND “PLUS” OR “VIP” PLANS
Unlimited renders for individual, personal user plans is defined by a non-specific number within the upper range average of all other visitors. The average end-user generates well beneath 30,000 images a month. Users exceeding this numbers will be asked to upgrade to a higher end API business plan, and at GRAYDIENT’s sole discretion the account may be immediately suspended upon suspicion of abusing individual plans as reseller accounts or other unintended use.
We reserve the right to determine any kind of unfair or inappropriate use of the Service and, accordingly, it may result in an upgrade to a package with higher resource availability. The decision to upgrade shall rest solely with GRAYDIENT and shall be made at its reasonable discretion. In case of the refusal of the upgrade, GRAYDIENT reserves the right to suspend and terminate the Subscription in question.
DEFINITIONS, LIMITS, AND OVERAGES
We do not limit the number of images you can render, or visitors that can visit your website, and provide clear and real-time access to your API usage, with the understanding that for Business Plan holders, images generated will be invoiced at a rate of 0.01 per render, each image. If this number must increase we will notify you in writing 30 days in advance.
Transfer of Content
In the event, You terminate this Agreement or Your use of these Services, You agree that it is Your responsibility to have made and retained Your own backups of Your website for further use, including transferring Your content to another provider.
You acknowledge that You understand that GRAYDIENT will not transfer, migrate, or copy content to another provider.
Terms of Service Revisions
You agree that We may modify this Agreement and the related Services from time to time.
A copy of this license will be made available to you on the Graydient website as part of a Letter of Understanding or partner’s agreement. If there are changes to this agreement, the date and brief description of the changes will be uploaded to that hosted agreement. You will not receive a notification of this change unless it directly or indirectly increases your subscription or service costs, in which case we will notify you with 90-day notice.
By Your continued use of the Services, You agree to be bound by any changes GRAYDIENT may reasonably make to this Agreement when such changes are made.