Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, INCLUDING OUR PRIVACY POLICY. YOUR PARTICULAR ATTENTION IS DRAWN TO THE LIMITATION OF LIABILITY CONTAINED IN SECTION 10 BELOW. BESIDES, YOU AGREE TO RESOLVE ANY DISPUTE BETWEEN YOU AND DEEMOS THROUGH ARBITRATION ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION, AS EXPLAINED IN SECTIONS 21 BELOW. IF YOU DO NOT AGREE WITH ALL OF THE TERMS, YOU MAY NOT ACCESS OUR SERVICES IN ANY WAY.

These Terms of Service (these “Terms”) and our Privacy Policy located at [https://hyper3d.ai/legal/privacy] (“Privacy Policy”), with their amendments, supplements and other modifications from time to time, collectively (the “Agreements”, each or any of them, an “Agreements”) form your agreement with the operator of hyper3d.ai, Deemos Corporation (“Deemos” or the “Company”), a corporation with its registered address at 108 West 13th Street Wilmington, Delaware. Except to the extent you and Deemos have executed a separate agreement, these Agreements exclusively govern your participation in activities, access to and use of hyper3d.ai and any of our associated websites, applications and communities (collectively, the “Sites”), as well as any service rendered on these Sites, including ChatAvatar and Rodin (the “Services”), including but not limited to downloading, uploading, and usage of 3D Model Assets, pbr textures, graphics, photos, text, links, and other content (the “Content”), and constitute a binding legal agreement between you and Deemos.

As used in these Agreements, “you” and “your” refers to you, being the person accessing the Sites or using the Services (also referred to as the “User” or “Users”); “we”, “us”, “our”, “ours” and “ourselves” refer to Deemos; and “party” or “parties” refers to both you and us. The effective date of these Agreements is when you accept those, in accordance with the terms and conditions set out below.

YOU MUST BE AT LEAST 18 YEARS OLD OR THE MINIMUM AGE REQUIRED IN YOUR COUNTRY TO CONSENT TO USE THE SERVICES. IF YOU ARE UNDER 18 OR SUCH MINIMUM AGE YOU MUST HAVE YOUR PARENT OR LEGAL GUARDIAN'S PERMISSION TO USE THE SERVICES.

1. General

By accessing the Sites and using our Services, you covenant that you have carefully read, clearly understood and agreed to stick to the provisions of the Agreements and any update and modification thereto. In case the User refuses the Agreements or objects to any part of the Agreements , the User is prohibited from using the Services. It is the responsibility of you to contact Deemos and clarify potential areas of ambiguity before using the Services. By signing up, subscribing or otherwise using the Services, you enter into a binding contract and consent to the Agreements. You also agree that you are responsible for complying with all Applicable Laws. For the purpose of these Agreements, “Applicable Law” means any law, rule, statute, subordinate legislation, regulation, by-law order, ordinance, protocol, code, guideline, treaty, policy, notice, direction or judicial, arbitral, administrative, ministerial or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time which applies to or is otherwise intended to govern or regulate any person (including all parties to the Agreements), property, transaction, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any governmental or regulatory authority.

2. Use of Our Services

Users are allowed to do following things through the Service on the Sites:

• Generate 3D Content, by uploading texts and/or images and export such Content for private or commercial use depending on your subscription plan;
• Browse 3D Content displayed on the Sites and export for private or commercial use depending on your subscription plan, or purchase such Content for private ownership

Please note that some Services provided through this website may be subject to specific conditions or instructions that must be accepted by the Users prior to the provision of the relevant Service. Deemos or third parties may impose any such specific conditions at their discretion. In the event of a conflict between the specific conditions and the Agreements, the specific conditions shall prevail. Accordingly, Users are required to read and accept the specific conditions before you access to the relevant Services.Deemos or third parties may impose any such specific conditions at their discretion. In the event of a conflict between the specific conditions and the Agreements, the specific conditions shall prevail. Accordingly, Users are required to read and accept the specific conditions before you access to the relevant Services.

3. Accounts

You may need to register for an account on the applicable Site (the “Account”) to access to our Services. When you register for an Account, you must provide accurate account information and promptly update this information if it changes. You agree that it is your sole responsibility to maintain the security of your Account and control over any usernames, passwords, or any other codes that you use to access our Services. Access to your Account is limited solely to you, and you accept all risks of unauthorized access to your Account. You will not sell, rent, lease, or grant access to your Account to any person without our prior written permission. You agree to immediately notify us if you discover or otherwise suspect any security breaches related to the Services, your Account, otherwise you may be held liable to any actions of your Account. You must not permit others to use your Account credentials. You are responsible for the activities of any users that occur in connection with your Account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames. You understand and agree that, in case of any dispute regarding the Account, we may try to verify your ownership to an Account based on the information provided by you to us and other information we have in connection with such Account. However, we do not represent or warrant the authenticity or accuracy of any such verification. We will take reasonable steps to handle your request in connection with any reported security breaches. However, you acknowledge and agree that, we, our affiliates or third party service providers shall not be responsible and liable for any claims or damages that may arise as a result of such security breaches.

Your registration data and certain other information about you are governed by our Privacy Policy. You may also close your account by contacting us.

4. Payments

• 4.1 Credits.  We use credits as the virtual currency for transactions on the Sites (“Credits”). Credits could be obtained by Users from (i) direct purchase made by Users; (ii) gift made by us for free according to different Subscription Plans (as defined below) purchased by the Users. Users who participating the Subscription Plans may also enjoy a discounted price to purchase Credits. Upon purchase or gift of Credits, the number of Credits you currently hold and a record of your Credit purchases will be presented in your Account, and the Credits could be used in both of ChatAvatar and Rodin Services.

  Please note that any Credits obtained by gift made by us for free will expire at the end of the subscription period, we charge less for such gifted Credits under Subscription Plans in exchange for longer commitment. In contrast, the Credits purchased by Users will retain their validity until they are used. For Users who value flexibility the most, we recommend you purchase Credits directly. Please note that Users are required to pay for at least a two-month Subscription Plan in one lump sum.

• 4.2 Subscription.  We offer different types of Subscription Plans (“Subscription Plans”) on the Sites for Users to choose, which cover both ChatAvatar and Rodin Services. We set different price for each type of Subscription Plan (“Subscription Price”). You may use the Credits to sign up for the Subscription Plans or pay through the payment processing method on the Sites directly. Once subscribed, we will grant you certain membership rights and interests as described under the relevant Subscription Plan.

  Please note that upon payment, the Subscription Plan chosen by you cannot be canceled or downgraded within the corresponding subscription period. You may choose to upgrade your Subscription Plan to a higher level at any time during the subscription period. Upon upgrading, the billing period will be reset and commence from the date of the upgrade. The price payable for the upgraded Subscription Plan will be the difference between (i) the total Subscription Price of the upgraded Subscription Plan for the new full billing period and (ii) the per day Subscription Price of your current plan multiplied by the number of days remaining under the current Subscription Plan. Upon upgrading (where "upgrading" refers to an increase in credits), the number of credits will be adjusted to match the amount included in the upgraded subscription plan, with the difference between the updated plan and the previous plan added accordingly, regardless of the credits used prior to the upgrade. If the upgraded plan is priced lower than the previous plan, the difference will be refunded in the next billing period. Please ensure that sufficient funds are available to complete the payment for the upgrade; otherwise, your membership may be suspended.

• 4.3 Making Payments.  You are allowed to purchase Credits, assets, membership, or any other Content made available to you on the Sites or through the Services. Deemos may make available to you various payment processing methods to facilitate the purchase of content through the Service. You may use different currency to make such payment but such currency will be converted to US Dollars upon payment to us. You agree to abide by any relevant terms of service or other legal agreement, whether with us or with a third party, that governs your use of a given payment processing method. You agree that Deemos reserves the right to add or remove payment processing methods at its sole discretion and without notice to you. If you are directed to Deemos's third party payment processor, you may be subject to terms and conditions governing use of that third party's service and that third party's privacy policy. Please review such third party's terms and conditions and privacy policy before using such service.

  You represent and warrant that you have the authority and right to use the payment method selected by you and that such payment method has sufficient credit or funds available to complete your payment. If you believe someone has made unauthorized purchases without your permission, you should notify us of the charge immediately. We reserve the right to close any Account with unauthorized charges.

• 4.4 Refund.  UNLESS OTHERWISE EXPRESSLY STATED IN THESE AGREEMENTS OR UNLESS OTHERWISE AGREED TO, ALL PAYMENTS ARE FINAL AND NON-REFUNDABLE, EXCEPT AS REQUIRED BY APPLICABLE LAW. PLEASE BE ADVISED THAT AI SERVICES ARE NON-REFUNDABLE. In the event that you are dissatisfied with the AI Services provided, you are encouraged to contact the Company to discuss potential alternative solutions that can be mutually beneficial. The Company will offer its best effort to find a mutually agreeable solution, but this cannot be guaranteed.

  For the avoidance of doubt, Credits are not redeemable, refundable, or exchangeable for real currency, actual monetary instruments, goods or other items of monetary value. Credits have no equivalent value in fiat currency and do not act as a substitute for fiat currency. The purchase and use of Credits is governed solely by us in our sole discretion and application of these Agreements. Credits are non-transferable and can only be used in connection with the applicable Services. You acknowledge and understand that by purchasing a Credit you are not acquiring any personal property right over it, or any equity or other ownership or profit-sharing interest in Deemos or any of our affiliates or any brand or other business venture.

  As discussed elsewhere in these Agreements, there may be situations where Content/Services may be removed from the Sites (due to violations of these Agreements or for other reasons). We want to remind you that all sales are final and there shall be no refunds except as required by law. We will not allow changes to your purchase after you complete it. We will have no liability for any losses you may incur as a result, and will not be liable to refund any funds you spent in or for that Content.

• 4.5 Disputes and Late Payments.  To dispute an invoice, you must contact hello@deemos.com within 7 days of issuance of such invoice (“Invoice Dispute Period”). Any late payment of the invoice that are not disputed by Users within the Invoice Dispute Period may be subject to a finance charge of 1.5% of the unpaid balance per month, and we may suspend the Services immediately after providing written notice of late payment to you.

5. Prompts and Output

Our Services allow you to submit, post, upload, display or otherwise provide (“Provide”) to us text or images (“Prompts”) on or through the Sites or the Services to generate Content (“Output”) based on your Prompts.

• Your Right to Prompts and Output. 

  (a) ChatAvatar
  

  If you use ChatAvatar to generate Output, subject to the restrictions set forth in these Agreements and Applicable Laws, the Company will grant you a non-exclusive, personal, limited, revocable, non-transferable and non-sublicensable right and license to use such Output on compatible devices that you own or control for your personal entertainment use under the Creative Commons license, the link to which you may find by clicking the “License” button on the display window of such Output. Such license shall automatically terminate if Users violate any of the restrictions set forth in these Agreements and may be terminated by the Company at any time. Upon termination of this license, Users must destroy any Content in their possession whether in electronic or printed format. Please be advised that under such license, Users shall not use the Content for commercial purpose (e.g. for commercial advantage or monetary compensation).

If you use ChatAvatar to generate Output and purchase the “License” of such Output, subject to the restrictions set forth in these Agreements, you shall be entitled to, on a non-exclusive, revocable, non-transferable and non-sublicensable basis and to the extent permitted by Applicable Laws, (a) copy, reproduce, distribute, publicly perform or publicly display all or portions of the Output, (b) modify the Output, (c) make any derivative works based on such Output, or (d) use such Output and/or its derivative works in a manner that is intended for promotional, advertising, commercial, or merchandising purposes. This license remains in effect so long as you have an Account, unless you revoke the license to such Output by removing it from the Sites and sending formal notice to hello@deemos.com. If you wish to acquire further rights, please contact us directly at hello@deemos.com.

You may set your Output generated through ChatAvatar as “private”, by which other Users will have no access to such Output except as shared by you, and we will not use such Output apart from displaying it in your Account.

Please note that we make no representations, warranties or undertakings of any kind as to the copyrightability of any Output or the availability of Intellectual Property Rights (as defined below) in which it may be applied for, registered or credited to any person. We take no responsibility for any breach of any Applicable Laws and third-party terms and conditions applicable to such Output or Services and/or any infringement of third party rights resulting from your use of such Output.

(b) Rodin


If you use Rodin to generate Output, we will not limit your use of such Output, subject to any restrictions set forth in these Agreements, the Applicable Laws and any third-party terms and conditions applicable to such Output or Services.

You may set your Output generated through Rodin as “private”, by which other Users will have no access to such Output except as shared by you, and we will not use such Output apart from displaying it in your Account.

Please note that we make no representations, warranties or undertakings of any kind as to the copyrightability of any Output or the availability of Intellectual Property Rights (as defined below) in which it may be applied for, registered or credited to any person. We take no responsibility for any breach of any Applicable Laws and third-party terms and conditions applicable to such Output or Services and/or any infringement of third party rights resulting from your use of such Output.

6. Intellectual Property

• 6.1 Intellectual Property Rights.  The visual interfaces, graphics, design, assets, compilation, information, data, computer code (including source code or object code), products, software, applications, services, and all other elements of the Content and the Service (“IP”) are protected by the Applicable Laws. Except as expressly set out in these Agreements, all IP contained in the Content (for the avoidance of doubt, excluding any Prompts and Output, the arrangement of which shall be subject to Section 5 of these Terms) or Service is our property or third-party licensors' property, and you may not make use of any IP contained in the Service unless you get separate permission from the owner. We reserve all rights to the IP not granted expressly in these Agreements. For the purpose of these Terms, “Intellectual Property Rights” means any and all intellectual property rights wherever in the world and whenever arising (and including any application), including patent laws, copyright, trade secrets, know-how, confidential information, business names and domain names, computer programs, trademark laws, service marks, trade names, utility models, design rights, semi-conductor topography rights, database rights, goodwill or rights to sue for passing off, and any and all other proprietary rights worldwide.

7. Responsible Usage

Users are only authorized to access to or use the Sites, Services or Content for lawful and appropriate purposes and in accordance with these Agreements and the Applicable Laws. The Company explicitly prohibits and condemns illegal or abusive practices with the intent to harm others. Such conduct may result in account suspension or termination, without recourse of refunds.

Specifically, the Company forbids certain uses, including but not limited to the circumstances below. By using the Services, Users unconditionally consent to these restrictions. If uncertain about the legality of a usage, Users are required to seek authorized written permission from the Company before using the Services. Failure to seek authorized written permission may result in account suspension or termination, without recourse of refunds.

• In any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden or impair the functioning of the Services in any manner;
• In any way that deemed inappropriate by us or violates any Applicable Laws (including but not limited to money laundering, terrorism financing and/or fraudulent activities) or immoral activities or any fraudulent, deceptive or manipulative trading activities;
• For the purpose of exploiting, harming or attempting to exploit or harm minors in any way;
• To engage in any activity which operates to defraud us, other users, or any other person, or to create and disseminate any false, inaccurate, or misleading information;
• To compromise the privacy of others, including:
  • collecting, processing, disclosing, inferring or generating personal data without complying with applicable legal requirements;
  • input photographs, video/audio recordings, or any content of others taken without their consent for the processing of an individual's biometric identifiers, biometric information, or for any other purpose;
  • facilitating spyware, communications surveillance, or unauthorized monitoring of individuals;
• To defame, disparage or otherwise harass others;
• Intending to or having the effect of discriminating against or harming individuals or groups based on online or offline social behavior or known or predicted personal or personality characteristics;
• To exploit any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm;
• To perform or facilitate the following activities that may significantly affect the safety, wellbeing, or rights of others:
  • providing tailored legal, medical/health, or financial advice without review by a qualified professional and disclosure of the use of AI assistance and its potential limitations;
  • making high-stakes automated decisions in domains that affect an individual's safety, rights or well-being (e.g., law enforcement, migration, management of critical infrastructure, safety components of products, essential services, credit, employment, housing, education, social scoring, or insurance);
  • creating political campaigns or interfere in elections, such as generating campaign materials personalized to or targeted at specific demographics;
  • facilitating real money gambling, payday lending, title loans, or other high-interest, short-term lending practices that exploit vulnerable individuals;
  • producing, modifying, designing, marketing, or distributing weapons, explosives, dangerous materials or other systems designed to cause harm to or loss of human life;
  • injuring others or destroying property;
  • engaging in unauthorized activities that violate the security of any service or system;
• Use data collected from our Services for any direct marketing or solicitation activity;
• To generate or disseminate information for the purpose to be 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);
• To carry out any financial activities subject to registration or licensing, including but not limited to using the Services to transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions;
• To participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that (a) are or redeemable for securities or financial instruments, (b) give owners the rights to participate in an initial coin offering or any securities offering, or (c) entitle owners to financial rewards, including but not limited to, decentralize finance yield bonuses, staking bonuses, and burn discounts.

8. Third-Party Materials.

Certain portions of the Service may include, display, or make available content, data, information, applications or materials from third parties (“Third-Party Materials”). You understand that by using the Service, you may encounter Third-Party Materials, such as third-party advertisements and promotional content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that may contain links or references to objectionable material. Nevertheless, you agree to use the Service at your sole risk and that we shall not have any liability to you for content that may be found to be offensive, indecent, objectionable, inaccurate, incomplete, untimely, invalid, illegal, of poor quality or otherwise.

In addition, Third-Party Materials that may be accessed from, displayed on or linked to from your device are not available in all languages or in all countries. We make no representation that such services and materials are appropriate or available for use in any particular location. To the extent you choose to access such services or materials, you do so at your own initiative and are responsible for compliance with any Applicable Laws.

9. Indemnity

The Users accept to defend, indemnify, and hold harmless us and our subsidiaries and affiliates, and each of officers, directors, agents, partners, employees and licensors of us and our subsidiaries and affiliates (individually and collectively, the “Deemos Parties”), all actual or alleged third party claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys' fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of or associated with pursuing indemnification and insurance), of every kind and nature whatsoever arising out of or related to the Agreements or your access to or use of the Site or the Services, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort (including negligence), contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to: (a) your access to, use of, or alleged use of the Service; (b) your violation of any portion of these Agreements, any representation, warranty, or agreement referenced in these Agreements, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property or proprietary right, publicity or privacy right, property right, or confidentiality obligation; or (d) any dispute or issue between you and any third party. You agree to promptly notify us of any third party Claims and cooperate with Deemos Parties in defending such Claims. You further agree that the Deemos Parties shall have control of the defense or settlement of any third party Claims.

10. Liability

• DISCLAIMERS RELATED TO SITES/SERVICES/CONTENT.  YOUR ACCESS TO AND USE OF THE SITES, THE SERVICES AND/OR THE CONTENT IS AT YOUR OWN RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, THE SERVICES, THE CONTENTS ON THE SITES OR IN THE SERVICES, THE THIRD PARTY MATERIALS LISTED ON THE SITE OR IN THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO REPRESENTATION OR WARRANTY THAT THE SERVICES, CONTENT AND SITES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, COMPLETE, UNIQUE, LEGAL, CURRENT OR SAFE. YOU AGREE AND CONFIRM THAT YOU WILL CAREFULLY READ THE RELEVANT INFORMATION AND THE AGREEMENTS BEFORE MAKING ANY PURCHASE TO ENSURE THAT IT MEETS YOUR REQUIREMENTS AND PURPOSES. WHILE WE ATTEMPT TO MAKE YOUR ACCESS TO AND USE OF THE SITES, THE CONTENT AND/OR THE SERVICES SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITES, THE SERVICE OR ANY CONTENT THEREON OR THEREIN ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD US RESPONSIBLE FOR ANY BREACH OF SECURITY.

  WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU SUSTAIN AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE SITES, THE SERVICES, AND THE CONTENT. WITHOUT LIMITING THE FOREGOING, YOU HEREBY UNDERSTAND AND AGREE THAT WE WILL NOT BE IN BREACH OF THE AGREEMENTS AND WILL NOT BE LIABLE FOR ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM OR RELATING TO: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (II) SERVER UPGRADE, SERVER MAINTENANCE, SERVER FAILURE, SERVER ERROR, SERVER DELAY OR DATA LOSS RELATING TO THE SERVICES; (III) SIMILARITY OR IDENTICALNESS OF THE OUTPUT PRODUCED BY OUR SERVICES WITH THAT OF ANY THIRD PARTY; (IV) UNAUTHORIZED ACCESS TO THE SITE OR THE SERVICES; (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, TROJAN HORSES, MALICIOUS PROGRAM ATTACKS, PHISHING, BRUTE-FORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE, THE SERVICES OR ANY CONTENT; (VI) ACTS OF GOD, FLOOD, DROUGHT, EARTHQUAKE OR OTHER NATURAL DISASTER; (VII) EPIDEMIC OR PANDEMIC; (VIII) TERRORIST ATTACK, CIVIL WAR, CIVIL COMMOTION OR RIOTS, WAR, THREAT OR PREPARATION FOR WAR, ARMED CONFLICT, IMPOSITION OF SANCTIONS, EMBARGO, OR BREAKING OFF OF DIPLOMATIC RELATIONS; (IX) CHANGE OF BUSINESS PLAN OR ANY ACTIONS TAKEN BY US RELATING TO THE SERVICES IN ORDER TO COMPLY WITH ANY APPLICABLE LAW OR ANY ACTION TAKEN BY A GOVERNMENT OR PUBLIC AUTHORITY; (X) INTERRUPTION OR FAILURE OF UTILITY SERVICE, POWER FAILURES, SYSTEM INSTABILITY, SYSTEM OR EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES; (XI) NON-PERFORMANCE OF OR DEFECTS CREATED BY THIRD PARTY SERVICE PROVIDERS; AND (XII) OTHER EXEMPTIONS MENTIONED IN DISCLAIMERS AND THE AGREEMENTS.

• LIMITATION OF LIABILITY.  TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAWS, IN NO EVENT THE DEEMOS PARTIES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM THE AGREEMENTS, THE SITES, THE SERVICES, THE CONTENT OR ANY THIRD PARTY MATERIALS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, OR LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  ACCESS TO, AND USE OF THE SITES, THE SERVICES, THE CONTENT OR ANY THIRD PARTY MATERIALS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF US ARISING OUT OF OR IN ANY WAY RELATED TO THE AGREEMENTS, ACCESS TO AND USE OF THE SITE, THE SERVICES OR THE CONTENT EXCEED THE GREATER OF $100 OR THE AMOUNT PAID BY YOU TO USE OUR SERVICES.

  NOTHING HEREIN SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR FRAUD, DEATH OR BODILY INJURY CAUSED BY NEGLIGENCE, VIOLATION OF APPLICABLE LAWS, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER THE APPLICABLE LAWS.

11. Amendment

We reserve the right to update or modify the Agreements, at our sole discretion, to change or modify portions of these Agreements at any time, especially for the following reasons: (a) changes to the law or regulatory requirements, (b) security and operability issues, and (c) to adapt to new technologies. These changes will become effective immediately upon being posted through the Services. We will post the changes on our Services and will indicate at the top the date these Agreements were last revised. We will also notify you, either through the user interface of our Services, in an email notification or through other reasonable means. Your continued use of any of the Services following the posting of revised Agreements means that you accept and agree to the changes. We suggest that you review these Agreements frequently to stay informed of the latest modifications. If you do not accept the updated Agreements, you must stop using our Services. We will not be liable for any change to or any suspension or discontinuation of the Services or your access to them.

12. Termination

You may stop accessing the Services at any time. We reserve the right to investigate complaints or reported violations of the Agreements. We may suspend or terminate your access to the Services at any time without notice to you if we believe that you have breached these Agreements, or if we must do so in order to comply with the Applicable Laws, and take any action we deem appropriate, including but not limited to cancelling your Account, 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 your profile, email addresses, usage history, posted materials, IP addresses and traffic information, as allowed under our Privacy Policy.

Upon termination of these Agreements or your access to the Services, we may at our option delete any Content or other data associated with your Account. Sections 9-21 will survive any expiration or termination of our Agreements.

13. Transfer, Assignment and Delegation

You may not assign or transfer any right to use the Services or any of your rights or obligations under the Agreements without our prior written consent, including any right or obligation related to the enforcement of laws or the change of control. We may assign or transfer any or all of its rights or obligations under the Agreements, in whole or in part, without notice or obtaining your consent or approval.

14. Severability

If any provision of the Agreements shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, the invalidity or unenforceability of such provision under any Applicable Laws shall not affect the other provisions of the Agreements under such Applicable Law or those provisions' invalidity or unenforceability under the other laws and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect under the relevant laws. Such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under the Applicable Laws.

15. Entire Agreement

The Agreements constitute the entire agreement between the parties regarding their subject matter and supersedes and invalidates all other prior representations, arrangements, understandings, and agreements relating to the same subject matter (whether oral or in writing, express or implied). You acknowledge that in agreeing to the Agreements you do not rely on any statement, representation, warranty, or understanding other than those expressly set out in the Agreements.

16. Waiver

The rights, interests, powers or remedies under the Agreements may not be waived in whole or in part except in writing by the party having such rights, powers, interests or remedies. The delay of enforcement or the non-enforcement of any of the terms of the Agreements by any party shall not be construed as a waiver of such party in connection with such enforcement and no right, interest, power or remedy conferred upon or reserved for any party in the Agreements is exclusive of any other right, interest, power or remedy available to that party and each such right, interest, power or remedy shall be cumulative.

17. Notices and Communication

By using the Services, you agree that we may provide you with notices or other communications, including marketing, relating to your use of the Services electronically: (a) via email (in each case to the address that you provide), SMS message, or telephone call (in each case to the phone number that you provide), or (b) by posting to the Site. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted. You will always be given the option to unsubscribe from receiving any marketing material from us. Notices to us should be sent electronically tohello@deemos.com. You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Deemos or our Services (collectively, “Feedback”). We may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Deemos' sole discretion. You understand that we may treat Feedback as nonconfidential.

18. Third Party Rights

Other than our affiliates, a person who is not a party to the Agreements has no right to enforce any of the terms in the Agreements.

19. Survival

You agree and understand that all provisions of the Agreements shall survive the termination or expiration of (i) the Service or the Site; (ii) your ownership of any Content.

20. Governing Law

The Agreements are governed by and shall be construed in accordance with the laws of the State of Delaware without regard to any choice or conflict of laws rules.

21. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU AND DEEMOS AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

• 21.1 MANDATORY ARBITRATION.  SUBJECT TO SECTIONS 21.2 TO 21.6, ANY DISPUTE, CONTROVERSY OR, CLAIM OR DIFFERENCE OF ANY KIND WHATSOEVER ARISING OUT OF, RELATING TO OR IN CONNECTION WITH THE AGREEMENTS, INCLUDING THE EXISTENCE, VALIDITY, INTERPRETATION, PERFORMANCE, BREACH OR TERMINATION THEREOF, THE VALIDITY, SCOPE AND ENFORCEABILITY OF THIS ARBITRATION PROVISION AND ANY DISPUTE REGARDING NON-CONTRACTUAL OBLIGATIONS ARISING OUT OF OR RELATING TO IT (EACH, A “DISPUTE”), SHALL BE REFERRED TO ARBITRATION UPON THE DEMAND OF EITHER PARTY TO THE DISPUTE WITH NOTICE (THE “ARBITRATION NOTICE”) TO THE OTHER PARTY (PARTIES).