Terms & Conditions

Last revised: July 01, 2023

Introduction

Copyrix ("Copyrix.com") is a provider of an artificial intelligence content generation platform known as "Copyrix" ("Platform"). These Copyrix Terms and Conditions (this "Agreement") govern your access to and use of the Platform, the website https://copyrix.com/ and all of its subdomains ("Site"), and any related technology or services provided or made available by Copyrix via the Site (collectively, the "Services"). By accessing or using the Services, you confirm your agreement to be bound by this Agreement. If you do not agree to this Agreement, you may not access or use the Services. Copyrix and you are each referred to as a "Party" and collectively as the "Parties."

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND COPYRIX. THIS AGREEMENT SUPERSEDES ANY PRIOR AGREEMENTS OR ARRANGEMENTS BETWEEN YOU AND COPYRIX REGARDING THE USE OF THE SERVICES.

Please be advised that this Agreement includes provisions that govern the resolution of claims between you and Copyrix, including an arbitration agreement. Carefully review the arbitration agreement below, as it requires you to resolve all disputes with Copyrix on an individual basis through final and binding arbitration, with limited exceptions. By entering into this Agreement, you acknowledge that you have read and understood all the terms and have taken time to consider the consequences of this important decision.

Copyrix's collection and use of personal information in connection with the Services are described in Copyrix's Privacy Notice located at https://copyrix.com/page/privacy-policy.

By agreeing to these Copyrix Terms and Conditions and using the Services, you confirm that you are at least 21 years of age or, if not, you are a legal parent or guardian of the person who will use the Services. You also agree to provide accurate and complete information to Copyrix. You may not use the Services for any illegal products or services or for any illegal purpose. Additionally, you are prohibited from using the Services for political, sexual, harmful, spam, or any other restricted content as identified under "Content" below. Any violation of the terms in this Agreement will result in immediate termination of the Agreement and your access to the Services.

Platform and Services

  • Services: In accordance with the terms and conditions set forth in this Agreement, Copyrix hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable right to access and use the Services for your own personal or internal business purposes during the agreed-upon Term. Copyrix will exert commercially reasonable efforts to ensure your access to the Services through the Internet, subject to the terms and conditions outlined in this Agreement. Copyrix offers a Pro Plan, which, if purchased by you, provides unlimited credits, subject to reasonable and fair use at the sole discretion of Copyrix ("Fair Use Policy").
  • Customer Responsibilities: "Content" refers to any writings, content, social media posts, blog posts, marketing materials, information, data, and original works. "Customer Content" includes all Content provided by Customer or on behalf of Customer for utilization or distribution through the Services. "Customer Data" refers to electronic information or data submitted or made accessible by Customer or on behalf of Customer, which is received, processed, or stored by Copyrix or the Services.

    Customer assumes responsibility for the access to the Services, Customer Content, and Customer Data by other individuals resulting from Customer's failure to comply with the terms of this Agreement or to implement reasonable precautions in securing their own systems or access credentials for the Services. It is the responsibility of Customer to prevent unauthorized access or use of the Platform and promptly notify Copyrix in the event of any such unauthorized access or use. Furthermore, Customer bears sole responsibility and liability for the collection, storage, and processing of information and/or sensitive data by Copyrix in accordance with Customer's instructions.

  • Use Restrictions: You agree not to engage, directly or indirectly through any third party, in the following activities:

    (i) Use the Services for any purpose other than your own personal or business purposes.
    (ii) Use or access the Services in violation of any applicable laws, rules, or regulations.
    (iii) Sell, resell, license, lease, transfer, distribute, redistribute, assign, transmit, publish, display, disclose, or otherwise commercially exploit or make available (collectively, "Distribute") the Copyrix Platform to any third party.
    (iv) Distribute Customer Content or Customer Data on, to, or through the Services that is libelous, defamatory, pornographic, obscene, invasive of privacy, publicity or intellectual property rights, abusive, inciting, harassing, threatening, unlawful, tortious, misleading, false, or fraudulent.
    (v) Distribute Customer Content or Customer Data on, to, or through the Services that violates the rights of any party or infringes upon or misappropriates the patent, trademark, trade secret, copyright, or other intellectual property rights of any party.
    (vi) Distribute malicious or harmful computer code on, to, or through the Services.
    (vii) Duplicate or reverse engineer the Copyrix Platform, either in whole or in part.

    Engaging in automatic or automated use of the Services violates the Fair Use Policy and may result in the suspension and/or termination of your account.

  • Upgrades and Modifications: You acknowledge and agree that Copyrix reserves the right to remove, update, upgrade, enhance, or modify the Services or any of its functionalities at any time, including the removal or modification of previously available features. Any updates, upgrades, enhancements, or modifications to the Services provided by Copyrix will be automatically incorporated into the Services and will be governed by the terms and conditions outlined in this Agreement.
  • Suspension: Copyrix may, upon providing notice to you, suspend or interrupt the provision of the Services, either in whole or in part, if Copyrix determines any of the following:

    (i) You are using or intend to use the Services in violation of this Agreement or any applicable laws, rules, or regulations.
    (ii) Your computer system has been compromised or unlawfully accessed.
    (iii) Suspension of the Services is necessary to protect Copyrix's infrastructure, its affiliates, the environment in which the Services are deployed, or other customers of Copyrix.
    (iv) Suspension is required by law, rule, or regulation.
    (v) You have failed to make timely payments of the applicable fees ("Fees").

    Please note that the aforementioned remedies are supplementary to, and not a replacement for, other remedies available to Copyrix.

CONTENT

  • Customer's Right to Create or Post Content: You bear sole responsibility for the Content generated by you using the Services or through the Platform in connection with your use of the Services ("Output Content"). This responsibility includes ensuring the legality, reliability, appropriateness, and non-infringement of third-party intellectual property rights pertaining to the Output Content. COPYRIX PROVIDES NO REPRESENTATIONS OR WARRANTIES REGARDING THE OUTPUT CONTENT. ALL OUTPUT CONTENT IS PROVIDED "AS-IS." COPYRIX DOES NOT ASSERT OR WARRANT THAT THE OUTPUT CONTENT, OR ANY PORTION THEREOF, DOES NOT OR WILL NOT INFRINGE UPON OR MISAPPROPRIATE ANY RIGHT OF ANY PARTY.
  • Customer Representations: You represent and warrant that: (i) you either own the Customer Content or have the necessary rights to use the Customer Content and grant Copyrix the rights to license and utilize the Customer Content as outlined in this Agreement, and (ii) your posting of Customer Content and Output Content on or through the Services does not infringe upon the privacy rights, publicity rights, intellectual property rights, contract rights, or any other rights of any party.
  • Content Restrictions: Copyrix assumes no responsibility for Customer Content or Output Content. You acknowledge and agree that you bear full responsibility for the Customer Content and Output Content, as well as all activities posted or carried out under your Copyrix account, whether conducted by you or any third party using the account. It is strictly prohibited to generate or transmit any Content that is unlawful, offensive, disturbing, intended to incite disgust, threatening, defamatory, libelous, obscene, or otherwise objectionable. Examples of such prohibited Content include, but are not limited to, the following:
    • Content that is unlawful or promotes unlawful activity.
    • Automated article spinning and bot-like generation.
    • Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national or ethnic origin, or other targeted groups.
    • Content related to restricted verticals such as substance use, adult services, etc.
    • Spam, including both machine-generated or randomly generated content, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.
    • Content containing or installing viruses, worms, malware, Trojan horses, or any other material or content designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment, or to obtain unauthorized access to any data or other information of a third party.
    • Infringement upon proprietary rights of any party, including patents, trademarks, trade secrets, copyrights, rights of publicity, or other rights.
    • Impersonating any person or entity, including Copyrix, its employees, and representatives.
    • Giving the false impression that Copyrix or another person or entity endorses the content if that is not the case.
    • Violating the privacy of any third person.
    • Publishing false information and features.
  • Certain Content: Copyrix strictly prohibits the generation of sexual, religious, or political content. It is imperative that customers refrain from creating any such content. In the event that an attempt is made to generate such content, the Platform will display an error message indicating "Unsafe Content" as a final warning. Should a customer persist in generating such content, their access and use rights to the Services will be terminated, and they will be permanently barred from further use of the Services without any entitlement to refunds.

    Content Moderation. Copyrix reserves the right, at its sole discretion, to assess the appropriateness and compliance of any content or app usage with this Agreement. While Copyrix may choose not to remove content, such decision rests solely with Copyrix. Additionally, Copyrix reserves the right to make formatting or editing changes as it deems fit. If Copyrix determines that a customer has violated any term of this Agreement, Copyrix retains the right to restrict or revoke the customer's use of the Services. It is important for customers to acknowledge that Copyrix cannot control all the content posted by users or third parties on the Services, and therefore, customers use the Services at their own risk. Customers may be exposed to offensive, indecent, inaccurate, or otherwise objectionable content, for which Copyrix bears no liability. This includes any errors or omissions in the content, as well as any resulting loss or damage incurred through the use of such content.

Fees and Payment

  • Payment Terms; Method: Customers are responsible for remitting all fees outlined during the registration process for accessing the Copyrix platform ("Fees"). It is understood that all Fee payments are nonrefundable, unless explicitly stated otherwise in this Agreement. In cases where customers have procured the Services via Copyrix's partner, the payment and billing conditions specified in the partner's terms of use/terms of services shall take precedence. For the purpose of this Agreement, "Partner" refers to the company that operates an online platform for software applications, plugins, and extensions, through which the Services can be ordered or utilized.
  • Late Payment Policy: In the event of late payments, a monthly interest charge will be applied at a rate of 1.5% or the maximum rate permitted by law, whichever is lower. The interest will be calculated on a daily basis and compounded monthly.
  • Tax Obligations: The fees specified are exclusive of any applicable taxes, and it is the sole responsibility of the Customer to remit all such taxes (excluding taxes based on Copyrix's net income). The term "Taxes" encompasses various charges imposed by jurisdictions, including but not limited to sales, use, privilege, excise, value added, import, export, duties, assessments, shipping, handling, insurance, brokerage fees, and any associated costs such as penalties and interest, as well as expenses related to the collection and withholding of these tax items.
  • Refund Policy: Copyrix provides a free plan before purchase, and therefore, refunds for new plans or recurring payments will not be granted, except in cases where the Customer has canceled their plan before being charged for a recurring payment. To be eligible for a refund, the Customer must provide written evidence of cancellation before to the recurring payment. For customers on a yearly plan, a 50% refund may be granted for cancellations made within seven (7) calendar days from the initial purchase date, while the account will remain active for a period of six (6) consecutive months starting from the initial purchase date.

Termination

  • Term; Renewal: This Agreement shall commence upon your initial access or use of the Services and shall remain in full force and effect for the duration specified when you sign up for the Copyrix Platform (referred to as the "Initial Term"), unless terminated earlier as outlined in this Agreement. Following the conclusion of the Initial Term, this Agreement will automatically renew for successive periods of time equal to the Initial Term (referred to as "Renewal Terms"), collectively forming the "Term" unless you provide written notice of nonrenewal to the other party at least sixty (60) days prior to the expiration of the current term, or Copyrix, at its sole discretion and without notice, decides not to renew the Agreement or terminates it earlier in accordance with the terms outlined in this Agreement.
  • Termination for Breach: Either Party has the right to terminate this Agreement in the event that the other Party fails to remedy any substantial breach of this Agreement within a period of ten (10) days (or one (1) day in the case of Customer's breach of any payment obligation under this Agreement) after receiving written notice of such breach.
  • Immediate Termination: Either Party reserves the right to terminate this Agreement with immediate effect upon providing notice to the other Party if: (a) the other Party (i) is declared insolvent or bankrupt, (ii) initiates or has initiated against it any legal proceeding seeking relief, reorganization, or arrangement under insolvency laws (and if such proceeding is not dismissed within thirty (30) days after filing), (iii) makes an assignment for the benefit of creditors, (iv) appoints a receiver, liquidator, or trustee for its property assets, or (v) engages in the liquidation, dissolution, or winding up of its business; or (b) if any changes occur in applicable laws or regulations that, in the reasonable opinion of that Party, would render the Party's performance under this Agreement illegal. Copyrix may terminate this Agreement or suspend Customer's account immediately, without prior notice or liability, if Copyrix determines or has a good faith belief that Customer has violated any provision of this Agreement.
  • Effect of Termination: Upon the expiration or termination of this Agreement: (i) all rights granted to Customer to access and use the Services shall cease immediately; (ii) Copyrix's obligation to provide Services shall terminate immediately; (iii) each Party shall promptly destroy all tangible copies of the other Party's Confidential Information in its possession or control, or alternatively, return such copies to the other Party; (iv) Customer shall provide a written certification to Copyrix confirming the fulfillment of all obligations in this section, and (v) Customer shall settle all incurred Fees up to the date of termination or expiration. Customer acknowledges and agrees that Copyrix is not obligated to retain Customer Data or Customer Content following the termination or expiration of this Agreement, and may delete such Customer Data and Customer Content within thirty (30) days after termination or expiration.

Intellectual Property

  • Copyrix Materials: Except for the specific rights explicitly granted to Customer in this Agreement, Copyrix retains all rights, title, and interest (including all intellectual property rights) in and to the Services (including any updates, upgrades, enhancements, or modifications to the Services), all Copyrix information, software, text, displays, images, videos, and audios contained in or presented through the Services, and the overall design, selection, and arrangement thereof. This also includes the solutions provided by the Services, the underlying software and technology, all Copyrix documentation related to the Services, all content or creative works generated, licensed, or provided by Copyrix, and all Output Content (collectively referred to as "Copyrix Materials").

    Ownership of any Copyrix Materials created by Copyrix in the process of delivering the Services shall be exclusively held by Copyrix, irrespective of whether such Copyrix Materials were requested or influenced by Customer or incorporate any ideas, feedback, or comments provided by Customer or on behalf of Customer. Customer shall not gain any rights in or to the Copyrix Materials through implication, estoppel, or any other means. By agreeing to this, Customer hereby assigns, on an irrevocable basis, all rights, title, and interest in and to the Copyrix Materials to Copyrix.

  • Customer Content and Customer Data: By accepting this Agreement, Customer grants Copyrix a perpetual, irrevocable, fully paid, royalty-free, worldwide license to reproduce, create derivative works from, distribute, publicly display, publicly perform, use, make, have made, or otherwise dispose of, and import the Customer Content and Customer Data. This license includes the right to sublicense each and every such right, solely for the purpose of providing the Services and related services to Customer, and for all purposes permitted in this Agreement or Copyrix's privacy policy, as may be amended from time to time.

    It is important to note that Copyrix will not, under any circumstances, sell personal data.

  • Output Content: Copyrix hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to use, reproduce, and distribute the Output Content solely for Customer's internal personal or business purposes. This license is granted for the duration of the Agreement and is subject to compliance with the terms and conditions set forth herein.
  • Feedback: Customer hereby grants Copyrix a perpetual, irrevocable, worldwide license to utilize any feedback, suggestions, or ideas ("Feedback") communicated by Customer to Copyrix during the term of the Agreement. This license is granted without compensation, without any obligation to provide reports on the use of Feedback, and without any other restrictions. Copyrix's rights under this license include, but are not limited to, the right to utilize Feedback in any manner and to grant sublicenses under intellectual property rights such as copyright and patent. It is important to note that Feedback will not be considered Customer's confidential information or trade secret, regardless of any contrary provisions in this Agreement. The term "Feedback" encompasses any proposals or concepts aimed at enhancing the Services or any other technology, products, or services offered by Copyrix.
  • Site Restrictions: Customer is prohibited from reproducing, distributing, modifying, creating derivative works of, publicly displaying, publicly performing, republishing, downloading, storing, or transmitting any material found on the Copyrix website, except as expressly permitted below:
    • Customer's computer may temporarily store copies of such materials in RAM as necessary for accessing and viewing them.
    • Customer may store files that are automatically cached by Customer's web browser for the purpose of enhancing display performance.
    • In the event that Copyrix offers desktop, mobile, or other applications for download, Customer may download a single copy onto Customer's desktop or mobile device for personal or business use, subject to the acceptance of all applicable end user license agreements for such applications.
    • If Copyrix provides social media features along with specific content, Customer may utilize the actions enabled by those features as intended.
  • Customer must not:
    • Alter or modify any copies of materials obtained from the Copyrix website.
    • Separate any illustrations, photographs, video or audio sequences, or graphics from their accompanying text.
    • Remove or modify any copyright, trademark, or other proprietary rights notices on copies of materials obtained from the website.

If the Customer engages in activities such as printing, copying, modifying, downloading, or providing access to any part of the Copyrix website in violation of this Agreement, their right to use the website will immediately cease. At Copyrix's discretion, the Customer must either return or destroy any copies of the materials they have obtained. The Customer is not granted any right, title, or interest in or to the website or its content, and all rights not expressly granted are reserved by Copyrix. Any unauthorized use of the website that goes against the terms of this Agreement constitutes a breach and may result in the violation of copyright, trademark, and other applicable laws.

Confidentiality

Confidential Information: During the term of the agreement, either Party (referred to as the "Discloser") may disclose or provide non-public, proprietary, or confidential information to the other Party (referred to as the "Recipient"). This includes information such as user names, passwords, or any other information as part of Copyrix's security procedures ("Confidential Information"). However, Confidential Information does not include information that: (i) becomes publicly available through means other than a breach by the Recipient; (ii) is obtained by the Recipient from a third-party source not bound by confidentiality obligations; (iii) was already in the Recipient's possession prior to its disclosure; or (iv) is independently developed by the Recipient without using the Discloser's Confidential Information.

The Recipient agrees to: (1) maintain the confidentiality of the Discloser's Confidential Information with the same level of care it would use for its own Confidential Information, but not less than a reasonable degree of care; (2) only use the Discloser's Confidential Information for the purpose of exercising its rights or fulfilling its obligations under the agreement; and (3) not disclose the Discloser's Confidential Information to any individual or entity, except to those within the Recipient's Group who require access to assist the Recipient in exercising its rights or fulfilling its obligations under the agreement. These individuals within the Recipient's Group must be bound by confidentiality terms at least as restrictive as those stated in this Confidentiality section

If the Recipient is legally compelled to disclose any of the Discloser's Confidential Information, it may do so to the extent required by applicable law or legal process. However, the Recipient must make reasonable efforts to notify the Discloser prior to the disclosure, allowing the Discloser the opportunity to seek a protective order or other appropriate remedy at its own cost and expense.

The term "Recipient's Group" refers to the Recipient's employees, officers, directors, agents, independent contractors, subcontractors, attorneys, accountants, and financial advisors. The Recipient is responsible for ensuring that all members of its Recipient's Group comply with the obligations outlined in this Confidentiality section and shall be liable for any breaches of these obligations by its Recipient's Group.

Privacy and Data Collection

  • Privacy and Data Collection: In addition to the rights and licenses granted in the Intellectual Property section (b), Copyrix hereby receives a nonexclusive, worldwide, royalty-free, irrevocable, and perpetual right and license from the Customer. This license encompasses the following: (i) the ability to aggregate Customer Data and information or data derived from the Customer's use of the Services with other data, resulting in the creation of Anonymous Aggregated Data, and (ii) the right to use, reproduce, modify, distribute, display, and create derivative works of the Anonymous Aggregated Data. The purpose of utilizing Anonymous Aggregated Data is to benchmark, enhance the operation of the Services and other Copyrix products and services, and market Copyrix's offerings. "Anonymous Aggregated Data" refers to data that has been combined with other data and anonymized to exclude any identifying information related to individuals, companies, or organizations.
  • Data Protection Addendum: Should the Customer upload, transmit, make available, or publish any Customer Content or Customer Data on, to, or through the Services that falls under the scope of the General Data Protection Regulation (EU 2016/679), the Customer is required to provide written notice to Copyrix. Additionally, upon Copyrix's request, the Customer must enter into Copyrix's standard GDPR Data Protection Addendum.

Indemnification

Customer shall indemnify, defend, release, and hold Copyrix, its affiliates, and its and their respective directors, officers, employees, agents, successors, and permitted assigns harmless from any and all claims, actions, causes of action, suits, proceedings, investigations, losses, damages, liabilities, settlements, awards, judgments, fines, fees, penalties, costs, and expenses, including reasonable attorneys' fees. This indemnification applies to claims or actions, whether first-party or third-party, that arise from, result from, relate to, are based upon, or allege: (i) Customer's actual or alleged breach of this Agreement; (ii) Output Content, Customer Content, or Customer Data, including their use or distribution by Copyrix or Customer; (iii) Customer's actual or alleged negligence or more culpable conduct; or (iv) Customer's actual or alleged violation of any law, rule, regulation, or the rights of any party. Customer shall not enter into any settlement or compromise in connection with any indemnifiable claim under this Indemnification section that requires Copyrix or any other indemnified party to admit wrongdoing or liability, make payments, comply with ongoing obligations, or abide by restrictive covenants.

Limitation of Liability

  • Consequential Damages Disclaimer: In no event shall Copyrix or its affiliates be liable to the other party, its affiliates, or any third party for lost profits, loss of data, special, consequential, exemplary, punitive, incidental, or indirect damages or costs, including legal fees and expenses, arising from the supply, use, or performance of, or inability to use, the Services, or in connection with any claim arising from or related to this Agreement. This includes breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort, or any other legal theory, regardless of whether such party has been advised of the possibility of such damages or costs.
  • Liability Cap: The total cumulative liability of Copyrix and its affiliates for all damages and liabilities arising under all claims in connection with or related to the Services or this Agreement, regardless of the form of action, shall not exceed the fees paid or payable by Customer to Copyrix under this Agreement in the six (6) months immediately preceding the event that caused the damage relating to Customer's first claim made under this Agreement. This liability cap applies even if an exclusive remedy of Customer under this Agreement has failed of its essential purpose.

Warranty Disclaimer

  • Customer: Customer represents and warrants that:
    1. It is authorized and permitted to provide Copyrix with the Customer Content and Customer Data for all purposes outlined in this Agreement.
    2. Copyrix's possession, reproduction, use, or disclosure of the Customer Content or Customer Data in accordance with this Agreement will not infringe upon, misappropriate, or violate any rights of any third party or any applicable federal, state, local, or foreign laws, rules, regulations, or statutes.
    3. It has collected and will continue to collect the Customer Data and Customer Content in compliance with all applicable laws, rules, and regulations.
    4. It has obtained and will continue to obtain any necessary consents required by applicable laws, rules, or regulations, allowing Copyrix to access and process the Customer Data and Customer Content as authorized in this Agreement and in accordance with Copyrix's privacy policy.
    5. All Customer Data and Customer Content provided will be free from viruses and any other harmful computer code.
  • Warranty Disclaimer; No Reliance: The Copyrix services, including all related services and output content, are provided on an "as-is" and "as-available" basis. Copyrix does not warrant that its services will be free from interruptions, mistakes, errors, performance issues, delays, or security issues. Copyrix does not guarantee any specific results from the use of its services, including functionality or compatibility with the customer's existing writing tools. The use of Copyrix services is solely at the customer's own risk, and Copyrix is not liable for any negative consequences resulting from the customer's use of the services, unless otherwise determined by law.

    Prior to using the services, the customer agrees to ensure that the content being posted is original and does not infringe upon any third party's intellectual property rights or copyrights. The customer is solely responsible for all content published under their account.

    Except as expressly stated in this warranty disclaimer section, the services and all related services are provided on an "as is" and "as available" basis, and Copyrix makes no representations or warranties of any kind, whether express, implied, or statutory. This includes warranties of merchantability, quality, non-infringement, or fitness for a particular purpose, all of which are expressly disclaimed. The customer acknowledges and agrees that it has not relied and is not relying on any representations, warranties, or other statements whatsoever, whether written or oral, other than those expressly set forth in this agreement.

    Notwithstanding anything to the contrary in this agreement or elsewhere, all third-party materials are provided on an "as is" and "as available" basis, and any representation or warranty regarding any third-party materials is strictly between the customer and the third-party provider, owner, or distributor of the third-party materials. Copyrix hereby disclaims all representations and warranties with respect to third-party materials.

    "Third-party materials" refer to all goods, services, technology, materials, or information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components, that are not proprietary to Copyrix.

Changes to these Terms

Copyrix may modify this Agreement periodically by posting an updated version on its website and providing written notice to the Customer. The amended Agreement will be considered accepted and will take effect after 30 days from the date of notice (referred to as the "Proposed Amendment Date") unless the Customer provides Copyrix with written notice rejecting the amendment. If the amendment is rejected, the Agreement will continue under its original provisions, and the amendment will become effective at the beginning of the Customer's next Renewal Term following the Proposed Amendment Date.

By continuing to use the Services after the effective date of an amendment, the Customer confirms their consent to the revised terms. This Agreement cannot be amended in any other manner except through a written agreement signed by authorized representatives of both parties.

The Customer acknowledges and agrees that Copyrix reserves the right to modify its privacy policy and Fair Use Policy at its sole discretion, with or without following the procedures outlined in this section.

Links to other Websites

Copyrix Services may include links to third-party websites or services that are not owned or controlled by Copyrix. Copyrix has no authority over, and assumes no responsibility for, the content, privacy policies, or practices of these third-party websites or services. The inclusion of such links does not imply endorsement or warranty of the offerings provided by these entities or individuals, or the content on their websites.

The Customer acknowledges and agrees that Copyrix shall not be held 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 third-party websites or services. It is strongly advised that the Customer review the terms of service and privacy policies of any third-party websites or services visited.

Please note that Copyrix is not responsible for the actions, policies, or practices of these third-party entities, and this disclaimer extends to any interactions or transactions conducted on external websites.

DMCA Notice and Procedure for Copyright Infringement Claims

Customer may submit a notification in accordance with the Digital Millennium Copyright Act (DMCA) by providing Copyrix's designated copyright agent with the following written information, as outlined in 17 U.S.C 512(c)(3):

  • An electronic or physical signature of the person authorized to act on behalf of the copyright owner.
  • A description of the copyrighted work claimed to have been infringed, including the URL (web page address) where the copyrighted work is located or a copy of the copyrighted work.
  • Identification of the specific URL or location on the Copyrix Services where the allegedly infringing material is found.
  • Customer's contact information, including address, telephone number, and email address.
  • A statement by the Customer, asserting in good faith that the use of the disputed material is not authorized by the copyright owner, its agent, or the law.
  • A statement by the Customer, made under penalty of perjury, that the information provided in the notice is accurate and that they are the copyright owner or authorized to act on behalf of the copyright owner.

Please note that this information is necessary for Copyrix to investigate and address any alleged copyright infringements effectively.

Miscellaneous

This Agreement:

(a) is governed by and will be interpreted, construed, and enforced in accordance with the laws of the State of Florida, without giving effect to Florida's conflict of laws rules.

(b) is binding upon the Parties and will benefit both the Parties and their respective successors and permitted assigns.

(c) constitutes the entire agreement between the Parties regarding the subject matter herein, superseding all prior written or oral negotiations, understandings, agreements, representations, and warranties related to the subject matter herein.

All waivers must be made in writing. Any waiver or failure to enforce a provision of this Agreement on one occasion shall not be considered a waiver of any other provision or of the same provision on any other occasion.

Customer may not assign, transfer, or delegate any or all of its rights or obligations under this Agreement, whether by operation of law, merger, or otherwise, without the prior written consent of Copyrix. Any purported assignment or delegation in violation of this Miscellaneous Section shall be null and void.

Subject to the Arbitration Agreement, each Party expressly consents to the exclusive jurisdiction of the federal, state, and local courts serving Miami, Florida for all disputes arising out of or relating to this Agreement. However, subject to the Arbitration Agreement, either Party may seek injunctive relief from any other judicial or administrative authority while a dispute is being resolved.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY DISPUTE, CONTROVERSY, CLAIM, OR LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

If any provision of this Agreement is prohibited or unenforceable in any jurisdiction, it will be ineffective to the extent of such prohibition or unenforceability in that jurisdiction, without invalidating the remaining portions of the Agreement or affecting the validity or enforceability of that provision in any other jurisdiction.

In the event that legal action is brought to enforce this Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees, court costs, and other collection expenses.

There are no third-party beneficiaries to this Agreement.

References to the words "including," "include," or "includes" shall be deemed to be followed by "without limitation." The term "or" is not exclusive.

All provisions that, by their nature, should survive termination or expiration, including ownership provisions, warranty disclaimers, indemnity, limitations of liability, and miscellaneous provisions, shall indeed survive termination or expiration.

Copyrix shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure is due to events beyond its reasonable control.

Except for exclusive remedies expressly set forth in this Agreement (if any), each Party's rights and remedies under this Agreement are cumulative.

Arbitration Agreement

This section, titled "Arbitration Agreement," governs the resolution of disputes.

By accepting this Agreement, Customer acknowledges and agrees that any claim against Copyrix must be resolved on an individual basis through arbitration, as outlined in this Arbitration Agreement. Customer is prohibited from bringing any class, collective, coordinated, consolidated, mass, or representative action against Copyrix, and is also prohibited from participating in or seeking relief in any ongoing or future class, collective, coordinated, consolidated, mass, or representative action brought against Copyrix by another individual or group. Therefore, the Arbitrator shall not conduct any form of class, collective, coordinated, consolidated, mass, or representative arbitration, nor combine, coordinate, or consolidate claims from multiple individuals against Copyrix in a single proceeding.

To clarify, this Arbitration Agreement prohibits Customer from initiating or participating in any form of class, collective, coordinated, consolidated, mass, or representative action against Copyrix, except in the case of participating in a settlement of claims that is classwide, collective, coordinated, consolidated, mass, or representative in nature.

(a) Agreement to Binding Arbitration Between Customer and Copyrix.

(1) Covered Disputes: Except as expressly provided below in this Arbitration Agreement, Customer and Copyrix agree that any dispute, claim, or controversy arising out of or relating to (i) this Agreement and prior versions of this Agreement, including its existence, breach, termination, enforcement, interpretation, scope, waiver, or validity; (ii) Customer's access to or use of the Services at any time; (iii) incidents or accidents resulting in personal injury to Customer or anyone else alleged to have occurred in connection with Customer's use of the Services, whether the dispute, claim, or controversy occurred before or after Customer agreed to this Agreement, and regardless of whether the alleged personal injury was experienced by Customer or anyone else; and (iv) Customer's relationship with Copyrix, shall be resolved through binding individual arbitration between Customer and Copyrix, rather than in a court of law. This Arbitration Agreement remains in effect even after the termination of Customer's relationship with Copyrix.

(2) Class Action Waiver: Customer acknowledges and agrees that all disputes, claims, or controversies between the Parties shall be resolved only through individual arbitration. The Parties expressly waive the right to bring, participate in, or have any dispute, claim, or controversy heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, or representative action. Neither an arbitrator nor an arbitration provider shall have the authority to conduct any class, collective, coordinated, consolidated, or representative arbitration or award relief to anyone other than the individual involved in the arbitration. The Parties also waive the right to seek or obtain any non-individual relief. Notwithstanding the above, this Class Action Waiver does not prohibit Customer or Copyrix from participating in a settlement of claims that is classwide, collective, or representative in nature.

The Parties further agree that if a claim is not resolved through arbitration for any reason, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against Copyrix, except in the case of a classwide, collective, or representative settlement of claims. In the event that a final judicial determination renders any portion of this Class Action Waiver unenforceable or unlawful for any reason, (i) any class, collective, coordinated, consolidated, or representative claims covered by the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (ii) the enforceable portion of the Class Action Waiver shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Agreement; and (iv) the severance of the unenforceable or unlawful portion(s) shall not affect the enforceability, applicability, or validity of the remaining provisions of the Arbitration Agreement or the arbitrability of any remaining claims asserted by Customer or Copyrix.

(3) Delegation Clause: Only an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement. This includes, without limitation, any claim that all or part of this Arbitration Agreement is void or voidable. An arbitrator shall also have exclusive authority to resolve any threshold arbitrability issues, including those related to the applicability, unconscionability, or illusory nature of this Agreement, as well as any defense to arbitration, including waiver, delay, laches, or estoppel. However, only a court of competent jurisdiction, and not an arbitrator, shall have exclusive authority

 to resolve any and all disputes arising from or related to the Class Action Waiver, including, but not limited to, any claim that all or part of the Class Action Waiver is unenforceable, unconscionable, illegal, void, or voidable.

(4) Application to Third Parties: This Arbitration Agreement shall be binding upon and include any claims brought by or against third parties, including Customer's spouses, heirs, third-party beneficiaries, and assigns, when their underlying claims arise from or relate to Customer's use of the Services. If any third-party beneficiary of this agreement brings claims against the Parties, those claims shall also be subject to this Arbitration Agreement.

(b) Exceptions to Arbitration.

Notwithstanding the above, this Arbitration Agreement does not require arbitration of the following claims: (i) individual claims brought in small claims court, provided that the matter remains within the jurisdiction of such court and proceeds on an individual basis only; and/or (ii) requests for injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Customer may bring and litigate such claims in a court of competent jurisdiction on an individual basis only. Bringing such claims as a class, collective, coordinated, consolidated, mass, and/or representative action against Copyrix is not permitted. It is explicitly stated that Customer is prohibited from bringing claims or participating in any form of class, collective, coordinated, consolidated, mass, and/or representative action against Copyrix. No action initiated by Customer may be consolidated or joined with any other proceeding. When Customer's claims are fully litigated on an individual basis in a court of competent jurisdiction, Copyrix agrees to honor Customer's choice.

The Parties' agreement not to require arbitration in these limited circumstances does not waive the enforceability of this Arbitration Agreement with respect to any other controversy, claim, or dispute.

(c) Rules and Governing Law.

The Parties are required to engage in discussions to select a neutral arbitration provider, which must have operations in Florida. In the event that the Parties are unable to reach a mutual agreement on an arbitration provider, either Party may invoke 9 U.S.C. § 5 and request that a court of competent jurisdiction appoint an arbitration provider with operations in Florida. If a court appoints an arbitration provider pursuant to 9 U.S.C. § 5, the subsequent arbitration shall strictly adhere to the individualized basis outlined in this Arbitration Agreement. Once the Parties have mutually agreed upon an arbitration provider or an arbitration provider has been appointed under 9 U.S.C. § 5, the arbitration proceedings shall commence in accordance with the rules of the designated arbitration provider, unless otherwise specified herein. Following the selection or appointment of an arbitration provider, an Arbitrator shall be appointed. The Arbitrator will be either (1) a retired judge or (2) an attorney licensed to practice law in Florida with expertise in the relevant area of law underlying the dispute. The Parties will select the Arbitrator from the roster of arbitrators maintained by the designated arbitration provider. If the Parties are unable to agree on an Arbitrator after a good faith meet and confer effort, the designated arbitration provider will appoint the Arbitrator in accordance with its rules.

Regardless of any choice of law or other provision in this Agreement, the Parties acknowledge that this Arbitration Agreement involves interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), governs its interpretation, enforcement, and proceedings. The Parties intend to be bound by the provisions of the FAA for all purposes, including but not limited to the interpretation, implementation, enforcement, and administration of this Arbitration Agreement. The FAA and the applicable arbitration provider's rules shall prevail over all state laws to the maximum extent permitted by law. In the event that the FAA and the applicable arbitration provider's rules do not apply to any issue concerning the interpretation or enforcement of this Arbitration Agreement, such issue shall be resolved under the laws of Florida.

(d) Process.

Pre-Arbitration Dispute Resolution and Notification. The Parties acknowledge that engaging in good-faith informal efforts to resolve disputes can often lead to a prompt, cost-effective, and mutually satisfactory outcome. Therefore, prior to either Party initiating arbitration against the other, it is agreed that we will personally engage in a meet and confer session, conducted via telephone or videoconference, with the intention of informally resolving any claim covered by this Arbitration Agreement. It is important to note that multiple individuals initiating claims cannot participate in the same informal dispute resolution conference. If Customer is represented by legal counsel, Customer's counsel may be present during the conference, but Customer must also actively participate. The Party initiating the claim is required to provide written notice to the other Party expressing their intent to initiate an informal dispute resolution conference. This conference must take place within 60 days after the other Party receives such notice, unless both Parties mutually agree to an extension. To inform Copyrix of Customer's intention to initiate an informal dispute resolution conference, a written notification should be sent to Copyrix, including Customer's name, telephone number(s) associated with Customer's Copyrix account (if applicable), email address(es) associated with Customer's Copyrix account, and a description of the claim. Completion of an informal dispute resolution conference is a condition precedent that must be fulfilled prior to commencing arbitration, and any arbitration demand filed before the conclusion of this conference will be dismissed by the Arbitrator. The statute of limitations and any deadlines for filing fees will be paused while the Parties engage in the informal dispute resolution process outlined in this paragraph.

Initiating Arbitration. Following the conclusion of the informal dispute resolution process mandated by this Arbitration Agreement, a Party seeking to initiate arbitration must provide the other Party with a written demand for arbitration and submit the demand to the designated arbitration provider as specified in this Agreement. If a Party is commencing arbitration against Copyrix, the written demand for arbitration should be sent to Copyrix or served on Copyrix's registered agent for service of process. Additionally, when initiating arbitration against Copyrix, the demanding Party must electronically send a copy of the demand for arbitration to the Arbitration Provider and provide Copyrix with an electronic version of the demand as filed.

By signing the demand for arbitration, legal counsel certifies, to the best of their knowledge, information, and belief, after conducting a reasonable inquiry under the circumstances, that: (i) the demand for arbitration is not being presented for any improper purpose, such as harassment, unnecessary delay, or unjustifiably increasing the cost of dispute resolution; (ii) the claims and legal contentions are supported by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law, or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically identified, are likely to have evidentiary support following a reasonable opportunity for further investigation or discovery. The Arbitrator is authorized to provide any relief or impose sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for any Party's violation of this requirement.

(e) Sanctions Compliance.

The Services, including technology, software (including source code), commodities, technical data, related technology, and their direct products, including the Website and the Services, are subject to U.S. export and sanctions laws and regulations. These laws and regulations are administered by the Commerce Department's Bureau of Industry and Security under its Export Administration Regulations, the Treasury Department's Office of Foreign Assets Control under its economic sanctions regulations, and other relevant export and sanctions laws, restrictions, and regulations enforced by U.S. and non-U.S. government agencies or authorities ("Applicable Export Laws"). It is strictly prohibited to access, download, distribute, use, export, re-export, release, or otherwise transfer the Services in violation of any Applicable Export Laws. You are required to comply with all Applicable Export Laws and must not directly or indirectly provide or make the Services available in violation of any such laws or without obtaining all necessary approvals. This includes, but is not limited to, using the Services for the development, design, manufacture, or production of nuclear, chemical, or biological weapons of mass destruction, as well as refraining from using the Services for military end-use or providing them to military end-users in China, Russia, or Venezuela. Furthermore, the Services may not be used, provided, or made available, either directly or indirectly, in Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the Luhansk region of Ukraine, the Donetsk region of Ukraine, or any other country or territory that is subject to U.S. trade sanctions. They must not be provided to individuals or entities controlled by such countries, or to nationals or residents of such countries, except for nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. Similarly, the Services must not be provided to anyone listed on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. By accepting this Agreement, you acknowledge and agree to the aforementioned conditions. You also represent and warrant that you are not located in, under the control of, or a national or resident of any such country or listed individual, and you undertake not to make the Services available to any person falling within the aforementioned categories.

(f) Location.

Unless otherwise agreed upon by Customer and Copyrix, the arbitration proceedings will take place in Miami, Florida. The right to a hearing will be determined by the rules of the designated arbitration provider. Subject to the rules of the applicable arbitration provider, the Arbitrator will have the discretion to facilitate a reasonable exchange of information between the Parties, ensuring consistency with the expedited nature of the arbitration process.

(g) Offers of Judgment.

At least 10 days prior to the scheduled arbitration hearing, either Party may serve a written offer upon the other Party, proposing specified terms for judgment. If the offer is accepted, the offer, along with proof of acceptance, will be submitted to the arbitrator, who will enter judgment accordingly. In the event that the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, the offer will be considered withdrawn and cannot be presented as evidence during the arbitration. If one Party's offer is rejected by the other Party, and the rejecting Party fails to obtain a more favorable award, they will be responsible for the offering Party's costs incurred from the time the offer was made, and they will not be entitled to recover their post-offer costs.

(h) Arbitrator's Decision.

The Arbitrator will issue an award within the timeframe specified in the rules of the designated arbitration provider. The arbitration award may be entered as a judgment in any court with appropriate jurisdiction. The Arbitrator has the authority to grant declaratory or injunctive relief, but only in favor of the claimant and to the extent necessary to provide the relief warranted by the claimant's individual claim. The decision of the Arbitrator is final and binding upon all Parties involved.

The Arbitrator is not bound by decisions made in separate arbitrations, and the Arbitrator's decision is binding solely on the Parties involved in the arbitration under consideration.

The Arbitrator will award reasonable costs incurred during the arbitration to the prevailing Party, in accordance with the laws of the state in which the arbitration takes place.

(i) Fees.

Except for the provisions governing the payment of arbitration costs stated above, Customer's responsibility to pay any filing, administrative, and arbitrator fees will be determined solely as set forth in the rules of the designated arbitration provider, and the amount will be equivalent to what Customer would be required to pay if Customer filed a claim in court.

If Customer's gross monthly income is less than 300% of the federal poverty guidelines, Customer may be eligible for a waiver of arbitration fees and costs, excluding arbitrator fees. If Customer believes that they meet the requirements for a fee waiver and their demand for arbitration arises outside of California, Customer may request a fee waiver by submitting AO 240, Application to Proceed in District Court Without Prepaying Fees or Costs (available here), or by providing a sworn declaration containing all the necessary information as required by AO 240. However, if Customer's demand for arbitration arises in California, they must submit a sworn declaration stating their monthly income and the number of individuals in their household.

Any disputes regarding a Party's obligation to pay arbitration fees or costs that arise after the appointment of an arbitrator will be determined solely by the arbitrator. If such a dispute arises before an arbitrator has been appointed, the Parties agree that: (i) the due date for any disputed fees will be suspended until the resolution of the Parties' dispute, (ii) a panel of three arbitrators will be appointed to resolve the Parties' dispute regarding payment obligations, with each Party selecting one arbitrator from the arbitration provider's roster to serve as neutral arbitrators, and these arbitrators will appoint a third neutral arbitrator. In the event that the Parties' arbitrators cannot agree on a third arbitrator, the arbitration administrator will select the third arbitrator, (iv) Copyrix will cover any administrative fees or costs associated with the appointment of the panel of arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as the fees of the arbitrator(s) and room rental, and (v) the arbitrator(s) will issue a written decision that includes findings of fact and conclusions of law. If two or more fee disputes arise between a claimant and Copyrix around the same time, these disputes may be consolidated and resolved by a single arbitrator or panel of arbitrators, either by agreement of the Parties or at the election of the Party involved in all such disputes.

(j) Severability and Survival.

In the event that any part of this Arbitration Agreement is deemed unenforceable or unlawful for any reason: (i) the unenforceable or unlawful provision will be severed from this Agreement; (ii) the severance of the unenforceable or unlawful provision will have no impact on the remaining provisions of the Arbitration Agreement or the Parties' ability to enforce arbitration for any remaining claims on an individual basis as outlined in the Arbitration Agreement; and (iii) if any claims are required to proceed on a class, collective, consolidated, or representative basis as a result, such claims must be resolved through litigation in a civil court with appropriate jurisdiction, and the Parties agree to suspend the litigation of those claims until the resolution of any individual claims in arbitration.

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