Version Effective Date: 26/01/2023:
Thank you for using Urban Coolab Inc.’s design services (the “Services”). These Terms of Service (the “Agreement”) spell out what rights you have with respect to the Service generated assets, your use of the Services, and other important topics like arbitration. Please read it carefully. We have a privacy policy which outlines how we handle your data here.

This Agreement is entered into by Urban Coolab Inc. and the entity or person agreeing to these terms ("Customer") and govern Customer's access to and use of the Services.

This Agreement is effective when the Customer is presented with this Agreement and proceeds to use the Services (the "Effective Date") or to receive or distribute Assets. These terms may be updated and presented again to the Customer from time to time. Continued use of the Services constitutes acceptance of the updated terms. If you do not agree to the Agreement, please stop using the Services.

1. Service Availability and Quality

   1. Urban Coolab Inc. is constantly evolving and improving the Services that are available for your use. The Services are subject to modification and change, including but not limited to the art style of Assets, the algorithms used to generate the Assets, and the templates and features available to the Customer. No guarantees are made with respect to the Services’ quality, stability, uptime or reliability. 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 customers for any harm caused by your dependency on the Service.
   2. Both the Services and the Assets are provided to Customer on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Assets and assume any risks associated with use of the Services.
   3. In order to provide the Services, Urban Coolab Inc. may need the Customer to authorize the Company to access and/or automatically retrieve data from its system(s) or third-party systems or services on the Customer’s behalf. The Customer hereby represents and warrants that it has the permission, authority, and rights to allow Urban Coolab Inc. to so automatically access such system(s) and services and Customer hereby grants Canvas permission to access such system(s) and services as reasonably necessary to provide the Services. Urban Coolab Inc. disclaims any and all liability associated with accessing and retrieving data from such system(s) and services on Customer’s (or its Users’) behalf. In order to connect the Service with any third-party service, Customer hereby authorizes the Company to:
      1. store Customer Data relating to such service;
      2. access such service using Customer Data Customer provides to the Company;
      3. use any materials Customer provides to Company in order to provide Customer the Service;
      4. gather and export from such service any Customer Data reasonably necessary for the Company to provide the Service to Customer;
      5. otherwise take any action in connection with such service as is reasonably necessary for the Company to provide the Service to Customer. If at any time Customer does not have the right and authority to allow Canvas automatic access to such system(s), then Customer hereby agrees to immediately disable such functionality within Customer’s account.
   4. Urban Coolab Inc. reserves the right to suspend or ban your access to the Services at any time, and for any reason. You may not use the Services for competitive research. You may not reverse engineer the Services or the Assets. You may not use automated tools to access, interact with, or generate Assets through the Services. Only one user may use the Services per registered account. Each user of the Services may only have one account.
   5. We reserve the right to investigate complaints or reported violations of our Terms of Service and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

2. Age Requirements

   
   By accessing the Services, you confirm that you’re at least 13 years old and meet the minimum age of digital consent in your country. If you are old enough to access the Services in your country, but not old enough to have authority to consent to our terms, your parent or guardian must agree to our terms on your behalf.
   Please ask your parent or guardian to read these terms with you. If you’re a parent or legal guardian, and you allow your teenager to use the Services, then these terms also apply to you and you’re responsible for your teenager’s activity on the Services. Urban Coolab Inc. provides no guarantees as to the suitability of the Assets for the Customer.

3. Your Information

   By using the Services, you may provide Urban Coolab Inc. with personal information like your email address, user name, billing information, favorites, raw assets, and text prompts that you enter, or sample images that you upload to the Service. Our privacy policy outlining what we do with your personal information, and the rights you have with respect to your personal information, can be found here. Both parties agree to comply with all applicable data protection laws. To the extent the parties need to enter into additional terms regarding data privacy or data transfers the parties will work together in good faith to enter into such terms.

4. Copyright and Trademark

   Licensed Content
   The Urban Coolab name, the Urban Coolab trademarks and logos, and all related names, logos, product and service names, designs and slogans are trademarks of Urban Coolab or its affiliates or licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.
   
   In connection with your use of the Services, Urban Coolab Inc. may provide features and content through which you may be able to modify, “remix”, edit, create, invent, post, upload, or submit pictures, content, comments, images and other content to be stored on your Account or downloaded. The Services, including their “look and feel” (e.g., text, graphics, images, logos), proprietary content, including the Content, information and other materials, are protected under copyright, trademark and other intellectual property laws. You agree that Urbancoolab Inc. and/or its licensors (which may include other Users, as applicable) own all right, title and interest in and to the Services, Creation Tools, and Content (including any and all intellectual property rights therein) (other than Your Content) and you agree not to take any action(s) inconsistent with such ownership interests. We and our licensors reserve all rights in connection with the Services and its content.
   
   In connection with your use of the Services, Urban Coolab Inc. grants you a worldwide personal, non-exclusive, non-transferable, license to use, edit, modify and reproduce pictures, images, 3D objects, templates, and other content made available to you by Urban Coolab Inc. under the following terms:
   1. The licensed content made available to you by Urban Coolab Inc. is not for resale, or to be transferred to another person or company as part of any transaction. Licensed content is strictly prohibited from being used where there is the potential for the file to be downloaded, copied in any way or extracted, reinstated or restored by a third party. You may not incorporate the content directly in any product that will be available for re-distribution or re-use of the content (such as flash web sites, web templates etc) or is otherwise made available in a manner such that a person can extract or rip or reproduce the content in its electronic form. Any use of the content that is outside these specifications with-in will incur infringement of copyright proceedings.
   2. If there is any doubt as to a permitted use, please contact insert email.
   3. The content must not be used in any obscene, immoral, infringing, defamatory nature, be involved in any material that may bring any person or property reflected or described in the content into disrepute or cause any legal action.
   4. All content made available by Urban Coolab Inc. MAY NOT BE sub-licensed, re-sold, rented, lent, assigned, gifted, transferred or distributed in any form.
   5. The content must remain secure in your hands at all times, you must take reasonable steps to ensure the file is not exposed to any environment in-which it could be transferred, copied or stolen while in your possession.
   6. Note: This license may be updated from time to time to include relevant new and future media usage/applications. This agreement is retrospective and supersedes any previous versions or modifications.
   User Content
   In the simplest terms, the content you create by using the Services is yours. You own Your Content. However, the content you create may include a combination of User Content and Licensed Content. While you retain ownership of your User Content, any use of Designs containing Licensed Content are subject to the terms above.
   
   Furthermore by using the Services, you grant and assign to Urban Coolab Inc., and its successors, a perpetual, worldwide, non-exclusive, sublicensable no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute text, and images you input into the Services, or Assets produced by the service at your direction. This license survives termination of this Agreement by any party, for any reason.
   
   Furthermore, by creating, or posting Your Content through the Services, you represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for Your Content. You agree that Your Content will not contain material subject to copyright or other proprietary rights, unless you have the necessary permission or are otherwise legally entitled to post the material and to grant us the license described above. We have the right to (a) remove, screen, edit, delete, or refuse to post or offer for sale or transfer any of Your Content for any or no reason in our sole discretion; and (b) take any action with respect to Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that Your Content violates these Terms, infringes any intellectual property right of any person or entity, threatens the personal safety of Users of the Services or the public, or could create liability for Genies or other Users.

5. DMCA and Takedowns Policy

   Urban Coolab Inc. has no control, and relies upon the text and image assets inputted by its Users in the creation of Assets. Such Assets may be unintentionally similar to copyright protected material or trademarks you hold. Urban Coolab Inc. respects rights holders internationally. If you believe your copyright or trademark is being infringed by the Service, please write to [email protected] and we will process your request.

6. Dispute Resolution and Governing Law

   1. All legal claims arising out of or relating to this Agreement (Including any dispute regarding the interpretation or performance of the Agreement) (“Dispute”) will be governed by the laws of the Province of Ontario, Canada.
   2. The parties will try in good faith to settle any Dispute within 30 days after the Dispute arises. If the Dispute is not resolved within 30 days, it shall be resolved by arbitration by the International Centre for Dispute Resolution Canada in accordance with its Expedited Commercial Rules in force as of the date of this Agreement ("Rules").
   3. The parties will mutually select one arbitrator. The arbitration will be conducted in English in Toronto, Ontario, Canada.
   4. 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.
   5. 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.
   6. Each party will bear its own lawyers’ and experts’ fees and expenses, regardless of the arbitrator’s final decision regarding the Dispute.

7. Payment and Billing

   1. Urban Coolab Inc. may invoice you for your use of the Services through a third party payment service provider.
   2. The third party service provider’s terms of service shall govern and supersede this Agreement in case of conflict
   3. You are free to cancel your plan at any time. We also reserve the right to terminate your access to the Service for any reason, including for violation of the Community Guidelines or other inappropriate use of the Service. Upon cancellation or termination, any outstanding usage fees will be charged immediately. You will not be refunded for the current pay period, but you will stop being charging after the current pay period has ended.

8. Community Guidelines

   1. Be kind and respect each other and staff. Do not create images or use text prompts that are inherently disrespectful, aggressive, abusive or that may otherwise violate the rights of others. Violence or harassment of any kind will not be tolerated.
   2. No adult content or gore. Please avoid making visually shocking or disturbing content. We will block some text inputs automatically.
   3. Sharing others’ creations. Do not publicly repost the creations of others without their permission.
   4. Be careful about sharing. It’s OK to share your creations outside of the Urban Coolab community but please consider how others might view your content.
   5. Banhammer. Any violations of these rules may lead to bans from our services. We are not a democracy. Behave respectfully or lose your rights to use the Service.

9. Limitation of Liability and Indemnity

   1. We provide the service as is, and we make no promises or guarantees about it.
   2. You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however they arise.
   3. You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.
   4. If you knowingly infringe someone else’s intellectual property, and that costs us money, we’re going to come find you and collect that money from you. We might also do other stuff, like try to get a court to make you pay our attorney’s fees. Don’t do it.

10. Miscellaneous

    1. Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.
    2. No Agency. This Agreement does not create any employment, agency, partnership, or joint venture between the parties.
    3. Severability. If any part of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.
    4. No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.
    5. Survival. The sections and obligations in this Agreement that a reasonable person would expect to survive this agreement, will. Particularly the IP and privacy stuff.