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Visual Electric Terms of Service

Last Updated: December 5th, 2023

Please read these Terms of Service (the “Terms”) and our Privacy Policy (https://dev.visualelectric.com/legal/privacy) (“Privacy Policy”) carefully because they govern your use of the website located at https://www.visualelectric.com/ (the “Site”) and image generation tool services accessible via the Site  offered by Visual Electric Company (“Visual Electric”). To make these Terms easier to read, the Site and our services are collectively called the “Services.”

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. CUSTOMERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND VISUAL ELECTRIC THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. 

  1. Agreement to Terms.  These Terms are effective, and you agree to be bound by these Terms, as of the date (a) you first click a button titled “Sign In” (or similar designation), or (b) you first use or access the Services, whichever is earlier (“Effective Date”). If you are accepting these Terms on behalf of another legal entity, you represent and warrant that you have the authority to bind that entity to the terms and conditions of these Terms. In that case, “you” and “your” will refer to that entity. If you do not agree to be bound by these Terms, or do not have the authority to bind another legal entity to these Terms, then do not use the Services, or click “Sign In”.

  2. Privacy Policy. Please review our Privacy Policy, which also governs your use of the Services, for information on how we collect, use and share your information.

  3. Changes to these Terms or the Services. We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.

  4. Use of the Services. Visual Electric grants you a limited non-exclusive right to use (and to permit Authorized Users to use) the Services solely in accordance with these Terms. Our Services provide a proprietary platform that enables users to upload images to the Services (“User Image Input”) and to enter prompts in the form of their own text prompts (each a “User Prompt”) or Service Prompts, in order to generate images via the Services (“Image Output”). Users can also select from an arrangement of visual display styles made available within the Services (each a “Mood”) to facilitate and augment the Image Output creation experience. For the purposes of these Terms, an “Authorized User” means any person authorized by you to use the Services subject to these Terms and a “Service Prompt” means a prompt generated from entering text into the “Prompt Writer” feature of the Services. We refer to Service Prompts, Moods, and Image Output together as “Visual Electric Content”. 

  5. Accounts and Registration. 

    1. Account Creation. You may use the Services only if you are at least 18 years of age or older and capable of forming a binding contract with Visual Electric and not otherwise barred from using the Services under applicable law. To use certain features of the Services, you’ll need an account which can be created through certain third-party services such as Google (a “Third-Party Account”). We’ll create your account by extracting from your Third-Party Account certain personal information such as your name and email address and other personal information that your privacy settings on the Third-Party Account permit us to access. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. You are responsible for all activities that occur under your account. You will comply with any rate limits or other requirements applicable to the plan under which you are using the Services. 

    2. Authorized Users. You will not allow any person other than Authorized Users to use the Services. You may permit Authorized Users to use the Services, provided that: (i) the number of Authorized Users does not exceed the limit on the number of Authorized Users permitted based on your subscription tier; and (ii) you ensure that each Authorized User complies with all applicable terms and conditions of these Terms and you are responsible for acts or omissions by Authorized Users in connection with their use of the Services.  You will, and will require all Authorized Users to, use all reasonable means to secure usernames and passwords, hardware and software used to access the Services in accordance with customary security protocols, and will immediately notify Visual Electric if you know or reasonably suspect that any username and/or password has been compromised or any unauthorized use of the account has occurred.   

  6. Subscriptions. 

    1. General. To use certain features of the Services, Visual Electric requires the purchase of a subscription (“Subscription”), and you agree to pay the applicable fees for such Subscription. You will be given the option to select the desired subscription plan for your Subscription, as set forth at (https://dev.visualelectric.com/pricing) (“Pricing Page”). When you purchase a Subscription (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

    2. Subscription Fees. When you purchase a Subscription, you will be charged the annual or monthly Subscription fee applicable to the type of Subscription you select, plus any applicable taxes and other charges (“Subscription Fee”). BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE VISUAL ELECTRIC TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will charge you the Subscription Fee at the beginning of your Subscription, and as applicable automatically charge you on the monthly or annual anniversary of the commencement of your Subscription at the then current Subscription Fee, using the Payment Information you have provided until you cancel your Subscription. For example, if your monthly Subscription starts on March 2nd, your will be charged on the 2nd of every month thereafter.  By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Visual Electric. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms. 

    3. All Purchases are Final; Cancelling Subscriptions. YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Subscription at any time, but please note that such cancellation will be effective at the end of the then-current Subscription period. EXCEPT AS EXPRESSLY SET FORTH HEREIN, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You can cancel your Subscription by accessing the “Manage Subscriptions” settings in your account. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the Services will continue until the end of your then current Subscription period and will then terminate without further charges. 

    4. Free Plan. Visual Electric may offer a plan for use of certain of the Services for no charge as set forth on the Pricing Page (“Free Plan”). The Free Plan is subject to the preset limits described on the Pricing Page which may be changed at any time without notice. Visual Electric, in its sole discretion, and for no reason and at any time, may terminate your access to the Services under a Free Plan. You agree that such termination may be without prior notice, and you agree that Visual Electric will not be liable to you or any third party for such termination. You may not create more than one account to use  the Services through  a Free Plan. 

  7. Content. 

    1. Permissions You Grant to Visual Electric. 

      1. User Content. Our Services may allow you to store or share content such as graphics and images. Anything (other than Feedback) that you upload, submit or otherwise make available through the Services, including User Image Input and User Prompts is referred to as “User Content”.  As between you and Visual Electric, you own your User Content and nothing in these Terms will be deemed to restrict any rights you may have to your User Content. By making any User Content available through the Services you hereby grant to Visual Electric a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works based upon, distribute, publicly display, and publicly perform your User Content in connection with improving, operating and providing the Services. For clarity, when you use the Services your User Content is used to generate the Image Output and for development of our statistical models, for example, to allow us to improve the quality and performance of our image generators. 

      2. Display of Names; Attribution. Subject to the privacy settings in your Third-Party Account, Virtual Electric may, in its sole discretion, provide attribution to you within the Services by displaying your name (i.e., your first and/or last name included in your account information) along with the Image Output generated through your use of the Services.  Similarly, by generating any Image Output through the Services, you grant Visual Electric a non-exclusive, transferable, worldwide, royalty-free, permission and consent, with the right to sublicense, to use and display your name for the purposes of providing attribution to you as described in this Section. Notwithstanding the forgoing, Virtual Electric is not obligated to use any Image Output for any purpose, to provide attribution in any form, or to use your name in any manner. 

(b) Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content and name under these Terms; and that neither your User Content, nor your use and provision of your User Content to be made available through or otherwise processed via the Services, nor any use of your User Content or name by Visual Electric on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content you may choose to post, distribute or publish to any third-party websites, social media services or otherwise. 

(c) Similarity of Content. Please note that output generated from input into the Services may not be unique across users and the Services may generate the same or similar output for Visual Electric or another user. For example, you may provide a prompt to generate an image of a beach at sunset and receive a certain image. Other users may also enter similar prompts and receive similar or the same image. You understand and agree that similar or the same responses to input provided by you may be delivered to other users as output. 

(d) Visual Electric Content. As between you and Visual Electric, Visual Electric retains all right, title and interest in and to the Visual Electric Content and its Services. Subject to your compliance with these Terms, Visual Electric grants you the following license with respect to the Image Output generated via your use of the Services: 

  1. Free Plan. If you are a user of the Services under the Free Plan, Visual Electric hereby grants you a limited, non-exclusive, worldwide, royalty-free, revocable license, to use, copy, distribute, modify, create derivative works of, perform and display the Image Output for your own personal, non-commercial use.

  2. Paid Subscriptions. If you purchase a Standard or Pro Plan, Visual Electric hereby grants you a limited, non-exclusive, worldwide, royalty-free, revocable license, to use, copy, distribute, modify, create derivative works of, perform and display the Image Output for (A) your own personal, non-commercial use (e.g., your own personal display or use); and (B) for your Commercial Use. For the purposes of these Terms, “Commercial Use” means any purpose that is commercial in nature, including without limitation, the creation, sale, and marketing of goods and services and tangible or intangible media, each that feature the Visual Electric Content. 

(e) Related Rights. You understand and agree that the limited license granted to you in Section 7(d) with respect to Image Output does not authorize you to remove, alter or obscure any digital watermarks, or any coding or proprietary rights notices incorporated on or accompanying the Services, including any Visual Electric Content. To the extent that you own or control (presently or in the future) any intellectual property rights that may be necessary for Visual Electric to exercise of any ownership rights in the Visual Electric Content (“Related Rights”), you agree to and do hereby grant to Visual Electric, or will cause to be granted to Visual Electric, a worldwide, perpetual, irrevocable, non-exclusive, royalty-free and fully-paid up, assignable, sublicensable right and license to use, reproduce, modify, distribute, prepare derivative works of, perform publicly, display publicly and otherwise exploit any such Related Rights to the extent necessary to enable Visual Electric’s exercise of any ownership rights in the Visual Electric Content.

  1. General Prohibitions and Visual Electric’s Enforcement Rights. You agree not to do any of the following:

    1. Post, upload, publish, submit or transmit any User Content, or use the Services to generate any Output that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable national, federal, state, local or international law or regulation or would give rise to civil liability; (iii) generates or disseminates fraudulent, verifiably false, misleading or deceptive information and/or content with the purpose of harming others; (iv) is defamatory, disparaging, harassing, threatening, obscene, pornographic, vulgar or offensive, or depicts sexual or violent activity; (v) is intended to or has the effect of discriminating against or harming individuals or groups based on online or offline social behavior, known or predicted personal or personality characteristics, or legally protected characteristics or categories; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (vii) is for the purpose of exploiting, harming or attempting to exploit or harm minors in any way; (viii) exploits any of the vulnerabilities of a specific group of persons based on their age, social, physical or mental characteristics, in order to materially distort the behavior of a person pertaining to that group in a manner that causes or is likely to cause that person or another person physical or psychological harm; (ix) promotes illegal or harmful activities or substances; (x) generates or disseminates personal identifiable information that can be used to harm an individual; (xi) is for fully automated decision making that adversely impacts an individual’s legal rights or otherwise creates or modifies a binding, enforceable obligation; (xii) provides medical advice and medical results interpretation; or (xiii) generates or disseminates information to be used for administration of justice, law enforcement, immigration or asylum processes, such as predicting an individual will commit fraud/crime (e.g., by text profiling, drawing causal relationships between assertions made in documents, or indiscriminate and arbitrarily targeted use).

    2. Use, display, mirror or frame the Services or any individual element within the Services, Visual Electric’s name, any Visual Electric trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Visual Electric’s express written consent; 

    3. Access, tamper with, or use non-public areas of the Services, Visual Electric’s computer systems, or the technical delivery systems of Visual Electric’s providers; 

    4. Attempt to probe, scan or test the vulnerability of any Visual Electric system or network or breach any security or authentication measures; 

    5. Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Visual Electric or any of Visual Electric’s providers or any other third party (including another user) to protect the Services; 

    6. Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Visual Electric or other generally available third-party web browsers; 

    7. Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; 

    8. Attempt to decipher, decompile, disassemble, reverse engineer, engage in model extraction or stealing attacks or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of any of the software used to provide the Services (except to the extent such restrictions are contrary to applicable law or the licenses applicable to the open source software components that are incorporated into the Services); 

    9. Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; 

    10. Impersonate or misrepresent your affiliation with any person or entity; 

    11. Violate any applicable law or regulation; or

    12. Encourage or enable any other individual to do any of the foregoing.

Visual Electric is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice or liability to you, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

  1. DMCA/Copyright Policy. Visual Electric respects copyright law and expects its users to do the same. It is Visual Electric’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see Visual Electric’s Copyright Policy at (https://dev.visualelectric.com/legal/copyright), for further information.

  2. Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we are free to use it without any restriction or compensation to you. 

  3. Links to Third-Party Websites or Resources. The Services may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

  4. Term and Termination. These Terms are binding as of the Effective Date and will terminate or expire as set forth in this Section 12 (the time period from the Effective Date until termination or expiration, the “Term”). We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at support@visualelectric.com. Upon the expiration or termination of these Terms, the rights and licenses granted hereunder will automatically terminate, and the Services will no longer be provided to you by Visual Electric. Upon any termination, discontinuation or cancellation of the Services or your account, (i) the rights the following Sections will survive: 6(a), 6(c) (only for payments due and owing to Visual Electric prior to the termination), 7(a), 7(b), 7(e), 8, 10, 12, 13, 14, 15, 16, 17 and 18.

  5. Warranty Disclaimers. THE SERVICES AND VISUAL ELECTRIC CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services or any Visual Electric Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Services, including all Visual Electric Content.

  6. Indemnity. You will indemnify and hold Visual Electric and its officers, directors, employees and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) access to or use of the Services or any Visual Electric Content by you or your Authorized Users, (b) your User Content, or (c) any violation of these Terms by you or your Authorized Users.

  7. Limitation of Liability.

    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VISUAL ELECTRIC NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR VISUAL ELECTRIC CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VISUAL ELECTRIC OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

    2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VISUAL ELECTRIC’S TOTAL LIABILITY TO YOU OR YOUR AUTHORIZED USERS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO VISUAL ELECTRIC FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO VISUAL ELECTRIC, AS APPLICABLE. 

    3. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VISUAL ELECTRIC AND YOU.

  8. Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Visual Electric are not required to arbitrate will be the state and federal courts located in San Francisco County, California and you and Visual Electric each waive any objection to jurisdiction and venue in such courts.

  9. Dispute Resolution. 

    1. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Visual Electric agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Visual Electric are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms. 

    2. Exceptions. As limited exceptions to Section 17(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. 

    3. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. 

Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

  1. Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

  2. Injunctive and Declaratory Relief. Except as provided in Section 17(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.

  3. Class Action Waiver. YOU AND BY VISUAL ELECTRIC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

  4. Severability. With the exception of any of the provisions in Section 17(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

  5. General Terms.

    1. Reservation of Rights. Visual Electric and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

    2. Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Visual Electric and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Visual Electric and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without Visual Electric’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. Visual Electric may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

    3. Notices. Any notices or other communications provided by Visual Electric under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

    4. Waiver of Rights. Visual Electric’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Visual Electric. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

    5. Assignment. Neither Party may assign or transfer this Agreement, by operation of law or otherwise, without the other Party’s prior written consent.  Any attempt to assign or transfer this Agreement without such consent will be void.  Notwithstanding the foregoing, Visual Electric may assign or transfer this Agreement to a third party that succeeds to all or substantially all of Visual Electric’s business and assets relating to the subject matter of this Agreement, whether by sale, merger, operation of law or otherwise.  Subject to the foregoing, this Agreement is binding upon and will inure to the benefit of each of the Parties and their respective successors and permitted assigns.

  6. Acknowledgment of Beta Services. You acknowledge and agree that: (a) the Services may not operate properly, be in final form or be fully functional; (b) the Services may contain errors, design flaws or other problems; (c) it may not be possible to make the Services fully functional; (d) the information obtained using the Services may not be accurate; (e) use of the Services may result in unexpected results, loss of data or communications, project delays or other unpredictable damage or loss; (f) Visual Electric is under no obligation to release any updates to, or to support or otherwise maintain, the Services; and (g) Visual Electric has the right to unilaterally to abandon development of the Services, at any time and without any obligation or liability to you, including with respect to any User Content, Visual Electric Content or otherwise. 

  7. Contact Information. If you have any questions about these Terms or the Services, please contact Visual Electric at support@visualelectric.com. 

  8. Additional Terms Regarding Third Party Licenses. The Services contain derivatives of a machine learning model, whose distribution is subject to the use-based restrictions in Attachment A of the CreativeML Open RAIL++-M license found at https://huggingface.co/stabilityai/stable-diffusion-xl-base-1.0/blob/main/LICENSE.md . You agree to be bound by the terms contained in Attachment A of the CreativeML Open RAIL++-M license.