User Agreement
Last Modified: August 30, 2024
This User Agreement (this "Agreement") is a binding contract between You ("Customer," "Authorized User," "you," or "your") and Leyline Technologies Inc. ("Provider," "we," "our," or "us"). This Agreement governs your access to and use our website, marketplace, social platform, related webpages, products, and services, which you may desire to access.
THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE PROVIDER SERVICES OR WEBSITE (the "Effective Date"). BY CLICKING ON THE "I ACCEPT" BUTTON BELOW OR BY ACCESSING OR USING THE PROVIDER SERVICES OR WEBSITE YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DISCONTINUE ANY FURTHER ACCESS OR USE TO THE PROVIDER SERVICES OR WEBSITE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE PROVIDER SERVICES OR WEBSITE.
1. Definitions
(a) "Authorized User(s)" means Customer and Customer's employees, consultants, contractors, Artists, Freelancers, Sellers, Buyers, Clients, and agents (i) who are authorized to access and use the Provider services or website under the rights granted pursuant to this Agreement.
(b) "Provider services or website" means the services provided by Provider under this Agreement that are detailed on Provider's website available at https://www.leylinepro.ai and any and all related webpages thereto.
(c) "Customer Data" means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or any other Authorized User through the Provider services or website.
(d) "Marketplace Platform" means the digital and online platform operated by Provider and accessible via Provider's website or through any other designated digital means, which facilitates users, including Authorized Users, to purchase, promote, and/or sell creative products and services, as detailed on Provider's website.
(e) "Provider IP" means the Provider Services and Website and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing.
(f) "Buyer" means any individual, entity, or organization that accesses the Marketplace Platform to purchase goods or services from Sellers, Artists, or Freelancers as facilitated by the Marketplace Platform.
(g) "Seller" means any individual, entity, or organization that uses the Marketplace Platform to offer or sell goods or services to Buyers, Customers, or Clients, as facilitated by the Marketplace Platform.
2. Access and Use
(a) Provision of Access Subject to the terms and conditions of this Agreement, Provider grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Provider services or website.
(b) Use Restrictions You shall not and shall not permit any Authorized Users to use the Marketplace Platform in any manner not expressly authorized, including copying, unauthorized access, unlawful use, offensive content, unauthorized advertising, data collection without consent, or activities that damage or impair the platform.
(c) Non-Circumvention All communications and transactions with parties featured on the Marketplace Platform shall be conducted solely through the platform. Off-platform dealings are at your own risk; Provider disclaims liability.
(d) Harmful Conduct Restriction No harassing, harmful, threatening, abusive, defamatory, obscene, hateful, or illegal conduct or content.
(e) Right to Ban Provider may ban users for violations.
(f) Use for Marketing Provider may feature or use work product in marketing; you grant a non-exclusive, worldwide, royalty-free license for such use, with reasonable attribution.
(g) Aggregated Statistics Provider may collect and use aggregated/anonymized usage data.
(h) Reservation of Rights All rights not expressly granted are reserved by Provider.
3. Customer Responsibilities
(a) Acceptable Use Policy Use solely for lawful purposes; no infringement, unlawful content, impersonation, unauthorized disclosure, disruption, or interference.
(b) Compliance Use in a respectful, lawful, and professional manner.
(c) Due Diligence Responsibilities You are responsible for verifying authenticity, legality, quality, and ownership of work exchanged.
(d) Account Use You are responsible for all use under your access.
(e) Customer Data You grant Provider a license to use Customer Data as needed to provide services and will ensure lawful use.
(f) Marketplace Engagements You are responsible for contracts/agreements entered via the Marketplace.
(g) Authority to Enter into Contracts You warrant authority to bind your organization.
(h) Passwords and Access Credentials Keep credentials confidential; notify of unauthorized access.
4. Support
This Agreement does not entitle you to support, maintenance, upgrades, or modifications.
5. Service Fee
Fees per the Terms and Conditions; failure to pay may result in suspension/termination.
6. Confidential Information
Maintain confidentiality of Provider's proprietary information with reasonable care.
7. Privacy Policy
Provider complies with its Privacy Policy (see Privacy page). By using the services, you consent to actions per that policy.
8. Intellectual Property Ownership; Feedback
(a) Provider IP Provider owns all rights in Provider IP.
(b) Intellectual Property Negotiation Marketplace IP terms are negotiated between seller/creator and buyer, consistent with this Agreement and law.
(c) Customer Data You own your Customer Data.
(d) Feedback Feedback may be used freely by Provider.
9. Disclaimer of Warranties
Provider IP is provided "as is" without warranties of any kind, including implied warranties and fitness for purpose.
10. Artificial Intelligence Disclaimer
AI functionalities are provided "AS IS" and "AS AVAILABLE"; Provider disclaims liability for AI outputs.
11. Indemnification
You will indemnify Provider against claims arising from Customer Data and misuse of Provider IP.
12. Limitations of Liability
Provider is not liable for indirect, consequential, special, or punitive damages; total liability is limited to amounts paid.
13. Term and Termination
Agreement continues until you discontinue use; obligations to pay fees survive termination.
14. Modifications
Provider may modify this Agreement; continued use constitutes acceptance.
15. Governing Law, Jurisdiction, and Venue
Delaware law governs; exclusive jurisdiction in Delaware courts.
16. Dispute Resolution
Mediation (AAA Commercial Mediation) first; unresolved disputes go to binding arbitration (AAA Commercial Arbitration Rules).
17. Attorney Fees
Prevailing party in legal proceedings may recover reasonable costs and attorneys' fees.
18. Miscellaneous
This Agreement is the entire agreement. Notices to Provider must be sent to its corporate address by recognized methods and are deemed given upon receipt.