TERMS & CONDITIONS
Last updated: 08 March 2023
Thank you for using PONS.ai! We aim to provide you with the best generative AI tool for e-commerce product marketing in Web2 and Web3.
Please read these Terms and Conditions (“Terms”, “Agreement”) carefully as they contain important information about your legal rights, remedies and obligations.
PONS.ai (Pons Company Limited) is an artificial intelligence (AI) generative product marketing software-as-a-service (SaaS) platform for e-commerce. Merchants can upload their product images, transform and edit them with generative AI. Merchants’ end customers can also upload images of themselves to create personalised digital collectibles or Non-Fungible Tokens (“NFTs”) of themselves. The Platform also showcases creators’ physical art and NFTs, collectively referred to as “Products”, to support the creator economy. These Terms govern your use of our website and software applications provided by us (collectively, our “Platform”). Media generated through our AI system (such as images, videos, text and other assets), or prompts You may enter into our Platform, are collectively referred to as “Assets”.
By accessing or using our Platform, you (the “User”, “Customer”, “You” or “Your”) agree to these Terms. If you are using our Platform as a representative of an entity, you represent and warrant that you have all the necessary right, authority and consent to bind such entity to these Terms including the commercial terms agreed to in the Terms.
These Terms may be updated from time to time. Continued use of the Platform constitutes acceptance of the updated Terms. If You do not agree to this, please do not use the Platform.
We are Pons Company Limited, a company registered in Hong Kong, trading as PONS.ai. Our company registration number is 2708064 and our registered office is at HKAI Lab, 603-607, Lakeside 2 (10W), 10 Science Park West Avenue, Hong Kong Science Park, Hong Kong. For any questions or problems relating to our Platform or these Terms, you can contact us by emailing firstname.lastname@example.org.
If we have to contact you, we may do so via e-mail and/or any social communication channels that you have provided us.
When providing content and generating any Asset(s) on our Platform, you grant us and our 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 image prompts You input into the Platform, or Assets produced by the Platform at Your direction. This license survives termination of this Terms by any party, for any reason.
For all content that you provide, you warrant that:
(a) the content is accurate, up to date, legal and not misleading;
(b) you own or otherwise control all necessary rights to meet your obligations under these Terms regarding such content;
(c) the use of such content does not and will not infringe any intellectual property (IP) rights of any third party; and
(d) you shall not use any material or information, including images or photographs, which are made available through the Platform in any manner that may infringe any copyright, trademark, patent, trade secret, or other proprietary rights of the Platform or any other parties.
While we try to offer reliable information, we do not promise that any content, Asset(s), Product(s), or other information provided on our Platform will be accurate, complete, up to standards or date or always available.
We do not take any responsibility, nor do we assume any liability, for any content, Asset(s), or Product(s) provided or generated by you or any third party. You bear full responsibility for evaluating the suitability of employing or sharing the Assets, and assume any potential hazards that may arise from utilizing the Platform. Please do not create any dependencies on any attributes of the Platform or the Asset(s). You agree not to hold us liable for any inaccurate or misleading content, Asset(s) or Product(s).
Commercial Rights and Digital Ownership
Subject to the above license, You own all Assets You generate via the Platform (except for end users' digital collectibles or NFTs that contain merchants' products or IPs e.g. logos, in which case the generated Assets belong to the merchant), to the extent possible under current law. Please seek guidance from your personal attorney for further clarification regarding the current legal framework in your specific jurisdiction. Additionally, it's important to note that your ownership of the assets you have produced remains intact, regardless of whether you opt to downgrade or terminate your subscription.
While the Platform endeavors to maintain a safe community, it cannot guarantee absolute safety. To ensure the safety of the community, Users must adhere to the following obligations:
(a) refrain from sending unauthorized commercial communications, such as spam, on the Platform;
(b) obtain permission before collecting user content or accessing the Platform through automated means, such as harvesting bots, robots, spiders, or scrapers;
(c) avoid engaging in illegal multi-level marketing, such as pyramid schemes, on the Platform;
(d) refrain from uploading viruses or other malicious code, engaging in cyberattacks, or engaging in any other similar malicious activities on the Platform;
(e) avoid soliciting login information or accessing accounts that belong to other users;
(f) refrain from bullying, intimidating, or harassing other users;
(g) avoid posting content that is hateful, threatening, pornographic, or contains nudity or graphic or gratuitous violence;
(h) refrain from using the Platform for any illegal, misleading, malicious, or discriminatory purposes;
(i) avoid any activity that may impair the proper functioning of the Platform, such as a denial-of-service attack; and
(j) avoid facilitating or encouraging violations of these Terms by other users.
By accessing the Platform, you affirm that you have reached at least 13 years of age and satisfy the minimum digital consent age requirement in your jurisdiction. In the event that you possess the capability to utilize the Platform in your jurisdiction but lack the legal capacity to consent to the Terms set forth herein, your parent or legal guardian must provide such consent on your behalf. We strongly encourage that your parent or legal guardian review these Terms with you. If you are a parent or legal guardian and permit your adolescent to utilize the Terms, these apply to you as well and you bear responsibility for their conduct while using the Platform.
While PONS.ai endeavors to render its Platform PG-13 and suitable for family audiences, the Assets are produced through the utilization of generative AI systems that rely on user requests. As a nascent technology, the efficacy of the Assets may not be consistently optimal. Therefore, we do not guarantee the suitability of the Assets for each and every User.
Payment and Billing
We may invoice You for use of the Platform via a third-party payment service provider, and in the event of a conflict between these Terms and the third-party service provider's terms of service, the latter shall take precedence.
You are at liberty to terminate your subscription at any time, and we reserve the right to revoke your access to the Platform for any reason, including but not limited to violation of the Community Guidelines or misuse of the Platform. There shall be no refund for the present subscription period, but charges will cease after the current subscription period expires.
Third Party Linking
The Platform may contain links to or integration with third¬ party web sites or services that are not owned or controlled by Pons Company Limited (PONS.ai) or its affiliates. The Platform has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Pons Company Ltd. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
Disclaimer, Limitation of Liability and Indemnity, and Force Majeure
Pons Company Limited (PONS.ai), its holding company, subsidiaries, and affiliates are not responsible for and do not guarantee the accuracy or completeness of any Platform proprietary content or other items contained within the Platform. We reserve the right to immediately remove or make changes to any Platform proprietary contents or other items for any reason or for no reason in our sole discretion. We provide the Platform on an "as is" basis. Your use of the Platform is at your own risk. We disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, copyright ownership and/or noninfringement of copyrights or other third party proprietary rights. We do not warrant that the website will provide continuous, prompt, secure, or error-free service. We make reasonable, ongoing efforts to revise and update the Platform, but assume no liability for any errors or omissions, including the inaccuracy of content, Asset(s) and Product(s) or for any damages or losses that you or any third party may incur as a result of the unavailability of the Platform. We assume no responsibility, and shall not be liable for, any damages to, or viruses which may affect, your computer equipment or other property arising from your use of the Platform.
In no event, including but not limited to negligence, shall Pons Company Limited (PONS.ai), its affiliates, subsidiaries, holding company or licensors, or any of their respective members, managers, directors, officers, employees, agent and contractors (collectively, the “Protected Entities”) be liable for any direct, indirect, special, incidental, consequential, exemplary, or punitive damages of any kind whatsoever, including lost revenues or lost profits, which may or does result from the use of, access to, or inability to use the Platform, the Platform proprietary contents, user information, subscriber information, the services, Product(s), Asset(s), information and other materials on and in and made available through the Platform, regardless of legal theory, whether or not you or Pons Company Limited had been advised of the possibility or probability of such damages, and even if the remedies otherwise available fail of their essential purpose:
(a) all warranties, conditions, or terms relating to fitness for purpose, quality, or condition of the Asset(s) or Product(s), whether express or implied by statute or common law or otherwise, are expressly excluded;
(b) the Platform shall not be liable to You (whether in contract, tort or otherwise) for any loss of profit or any indirect or consequential loss arising from or in connection with the provision of the Asset(s) or Product(s);
(c) our total liability to you for all losses arising from or in connection with the use of the Platform shall be limited to one dollar U.S. ($1 U.S.) in the preceding twelve (12) month period. Some regions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you. If any part of this limitation on liability is found to be invalid or unenforceable for any reason, then the total liability of Pons Company Limited, and its affiliates, subsidiaries or its licensors shall not exceed one dollar U.S. ($1 U.S.); and
(d) if you are dissatisfied with the Platform, or with any of these Terms, or feel the Platform has breached these Terms, your sole and exclusive remedy is to discontinue using the Platform.
The User releases, and hereby agrees to indemnify, defend and save harmless Pons Company Limited, and its affiliates, holding company, subsidiaries, advertisers, divisions, licensors, suppliers or partners, and their past, present and future officers, agents, employees, shareholders, members, representatives, employees, successors and assigns, jointly and individually, from and against all claims, demands, causes of action, liabilities, losses, damages, costs, expenses, judgments, fines and penalties (including reasonable legal fees) based upon or arising out of the user's negligent actions, errors and omissions, wilful misconduct and fraud in connection with the participation in or use of the Platform, arising out of the User's breach or alleged breach of these Terms. The User further agrees in the event that the User brings a claim or action in violation of this Agreement, the User shall be liable for any legal fees and costs incurred by Pons Company Limited.
The User agrees to cooperate fully with any investigations of any actual, alleged or potential violations of these Terms. The User hereby agrees to waive any and all rights against Pons Company Limited, and agreed to hold Pons Company Limited harmless in connection with any claims relating to any action taken by Pons Company Limited as part of the investigation.
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.
PONS.ai respects intellectual property rights of creators. The Platform responds to notifications of alleged copyright infringement via e-mail at email@example.com and reserves the right to remove or disable access to the concerned copyright protected content from the Platform. Please e-mail with the subject “Takedown Request”.
A User may be able to post or submit ideas, feedback, suggestions or feature requests (“Ideas”) through the Platform. All Ideas posted or submitted through any channels are owned by the Platform and may be adopted by the Platform for any commercial purposes. You assign to PONS.ai all right, title and interest in and to all Ideas and you waive all rights you may have, now or in future, in respect of such Ideas, including all moral rights and the right to any compensation. You acknowledge that:
(a) posting or submitting Ideas does not make you an author, inventor or contributing author or inventor of any PONS.ai products, features or other works or inventions;
(b) the Platform has no obligation to accept or use any Ideas;
(c) to the extent any Ideas are not assignable, you grant the Platform a non-exclusive, royalty-free, worldwide, perpetual and irrevocable right and license to freely copy, use, publish, adapt, distribute, sell, license, create derivative works from and otherwise make use of your Ideas, including incorporating them into future versions of Pons Company Limited products, services or resources; and
(d) any Ideas or unreleased features discussed on or through the community forums, user groups or other Pons Company Limited applications are not promised to be available and may never become available.
The User acknowledges and agrees that during the use of these Terms s/he may be exposed to Confidential Information. "Confidential Information" shall mean all information, in whole or in part, that is disclosed by Pons Company Limited or any User of the Platform or any employee, affiliate or agent thereof that is non-public, confidential or proprietary in nature. Confidential Information also includes, without limitation, to information about business, sales, operations, know-how, trade secrets, business affairs, any knowledge gained through examination or observation of or access to the facilities, computer systems and/or books and records, any analyses, compilations, studies or other documents prepared by Pons Company Limited or otherwise derived in any manner from the Confidential Information that the user is obliged to keep confidential or knows or has reason to know should be treated as confidential.
The User's use of the Platform obligates the User to:
(a) maintain all Confidential Information in strict confidence;
(b) not to disclose Confidential Information to any third parties; and
(c) not to use Confidential Information in any way which may directly or indirectly be detrimental to Pons Company Limited or any user(s) of the Platform.
All Confidential Information remains the sole and exclusive property of Pons Company Limited or the respective disclosing party. The user acknowledges and agrees that nothing in these Terms or its participation or use of the Platform shall be construed as granting any rights, by licence or otherwise, in or to any Confidential Information or any patent, copyright or other intellectual property proprietary rights of Pons Company Limited or any user(s) of the Platform.
Neither the user nor anyone at Pons Company Limited may announce, market or otherwise use the Platform's name, logo, Product(s) or branding in any way without the prior written consent from the directors of the Platform.
Modifications to these Terms
The Platform reserves the right to modify these Terms at any time in accordance with this provision. If we make changes to these Terms, we will post the revised Terms on the Platform and update the “Last Updated” date at the top of these Terms. If you disagree with the revised Terms, you may terminate this Terms with immediate effect. If you do not terminate your access or usage within fourteen (14) calendar days from the date the revised Terms become effective, your continued access to or use of the Platform will constitute acceptance of the revised Terms.
Pons Company Limited reserves the right to modify, suspend or terminate your account, access to this Platform and/or ability to use the services with or without notice for failure to comply with these Terms, for providing Pons Company Ltd. with untrue or inaccurate information about yourself, for infringement upon the Company's proprietary rights, or for any other reason whatsoever or for no reason.
In case of discrepancies between the English and Chinese language versions of these terms, the English version shall prevail.
Governing law and jurisdiction
These Terms are governed by and shall be construed in accordance with the laws of the Hong Kong Special Administrative Region.
The courts of Hong Kong Special Administrative Region shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these terms.
Users must not display, list or advertise any content, Product(s) or Asset(s) on the Platform that violates any applicable law or regulations.
These Terms constitute the entire Agreement between any user and Pons Company Limited in relation to the use of the Platform. These Terms supersede and extinguish all other agreements, promises, assurances, warranties, representations and understandings between any user and us, whether written or oral, in relation to the use of the Platform.
You acknowledge that you will have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these terms.
Other Important Terms
We may transfer our rights and obligations under these terms to another organisation. We will contact you to let you know if we plan to do this. If you do not wish to continue the contract with the transferee, you may contact us to end this Agreement with immediate effect from the date of us informing you of the proposed transfer and we will refund you any payments you have made in advance for Asset(s) or Product(s) not provided.
You may only transfer your rights or your obligations under these Terms to another person if we agree to this in writing.
If a court finds part of this contract illegal, the rest will continue in force. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. For example, if you miss a payment and we do not chase you but we continue to provide services through the Platform, we can still require you to make the payment at a later date.
In accordance with legal protocol, please note that Pons Company Limited (PONS.ai) maintains the authority to terminate or prohibit your use of the Platform at their sole discretion and without prior notice, for any cause deemed necessary. You are strictly prohibited from utilizing the Platforms for purposes of competitive research, reverse engineering the Platform and Assets, or implementing automated tools to access, engage, or produce Assets via the Platform. Additionally, only a single User is permitted to employ the Platforms per registered account, and each User is limited to one account only.