Effective as of: October 10, 2023
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 REFACE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 9 “GOVERNING LAW AND DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION.
By using our Services, you agree to be bound by these Terms and Reface Privacy Notice (“Privacy Notice”). If you do not agree to these Terms, do not access or use our Services.
(a) The primary features of our Site encompass a variety of services designed to enhance your experience and understanding of Reface's offerings. This includes providing detailed information about our range of products enumerated under the proprietary umbrella of Reface, inclusive but not limited to Reface, Restyle, Revive, Unboring and Memomet, to help you make informed decisions.
(b) In addition to product discovery, our Site offers career and job-related information for those interested in joining the Reface team.
(c) We also keep you updated with the latest news, announcements, and developments related to Reface and our suite of products and services. Furthermore, the Site showcases potential in-app partnerships, collaborations, and integrations that may benefit users. For businesses interested in leveraging our technology, the Site provides information on business-to-business solutions offered by Reface. From time to time, we may also use the Site for other purposes which will be clearly stated.
(a) Reface Intellectual Property. Our Services and Reface’s proprietary text, graphics, images, illustrations, trademarks, trade names, page headers, button icons, scripts and other content contained therein (“Reface Content”) are owned by Reface or its subsidiaries or affiliated companies, and is protected by copyright, patent, trade secret and other intellectual property laws. Except as explicitly stated in these Terms, Reface reserves all rights in and to our Services.
(b) Use Restrictions. You may not: (a) sell or commercially use any part of our Services; (b) copy, reproduce, distribute, publicly perform or publicly display any part of our Services; (c) modify or create derivative works based on our Services, including, without limitation, removing any proprietary rights notices; (d) reverse engineer, decompile, disassemble or attempt to extract the source code of the Services (unless applicable law permits, despite this limitation); (e) distribute, transfer, sublicense, lease, lend or rent the Services to any third party; or (f) use our Services other than as expressly provided in these Terms. The licenses granted to you by Reface does not cover any third-party GIFs, videos, or other content available on the Services. Any use of our Services without our prior written permission, is strictly prohibited and will terminate the license granted to you under these Terms.
Reface is an inclusive platform created exclusively for fun and we want users to have fun in a safe space using the Services. We explicitly prohibit any harassment, bullying, or stalking and make every effort to build a safe and supportive environment for our community. We encourage our community to report any content that they see on the Services that they believe contradicts this rule by email ([email protected]).
You hereby agree to indemnify and hold Reface, any of its officers, directors, employees and agents and its affiliated and related entities, harmless from and against any claims, disputes, costs, losses, liabilities, damages, expenses and judgments of any and every kind, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Services, (b) your violation of these Terms.
Reface respects your privacy and has established certain policies and procedures relating to the collection and use of your personal information. Please check our Privacy Notice at [reface.ai/privacy/] to be aware of how we collect, use and share your personal information when you use our Services.
THE SERVICES 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 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.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER REFACE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES 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 REFACE 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. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL REFACE’S TOTAL LIABILITY 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 REFACE FOR USE OF THE SERVICES OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO REFACE AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN REFACE AND YOU.
The Services may contain links to third-party websites, services, and other resources. Please note, their presence does not mean that they are recommended by Reface and Reface does not guarantee their safety and conformity with any of your expectations. Reface is not responsible for maintaining any materials referenced from another website and makes no warranties for that website or respective service. Reface assumes no obligations in the event of any damage or loss, or any other impact, directly or indirectly resulting from the use of any content, goods or services available on or through any such third-party websites and services.
(a) 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 Delaware, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in this Section, the exclusive jurisdiction for all Disputes (defined below) that you and Reface are not required to arbitrate will be the state and federal courts located in Wilmington, Delaware and you and Reface each waive any objection to jurisdiction and venue in such courts.
(b) 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 Reface agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Reface 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.
(c) Exceptions. As limited exceptions to Section 9(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.
(d) 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.
(e) 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.
(f) Injunctive and Declaratory Relief. Except as provided in Section 9(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.
(g) Class Action Waiver. YOU AND REFACE 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 Section 9(b), (c), (d), (e), (f), and (g) shall be null and void.
We may update the Terms from time to time at 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.
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 [email protected]. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 2(a), 3, 7, 9, 12, 13.
With the exception of any of the provisions in Section 9(g) 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.
(a) Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Reface and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Reface 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. You may not assign or transfer these Terms, by operation of law or otherwise, without Reface’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Reface 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.
(b) Notices. Any notices or other communications provided by Reface 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.
(c) Waiver of Rights. Reface’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 Reface. 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.
We hope these Terms helped you to understand how the Services work and be sure everything is foreseeable and safe while using it. If you have any questions regarding the use of Services or regarding these Terms, please contact us at [email protected] or to:
Neocortext Inc, 651 N. Broad St. Ste. 201, Middletown DE 19709, New Castle County, USA Delaware State, United States, registration number 7226991.