Terms & Conditions

Terms of Use

Last Updated: September, 2024

Version 1.0

1. Introduction

The website located at www.similize.io (the "Site") is owned and operated by Similize Inc., ("Similize," "Similize.io," "we," "our," or "us"). The Site and its contents are protected by copyright laws. Certain features of the Site may be subject to additional terms, guidelines, or rules, which will be posted on the Site in connection with those features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms of Use ("Terms").

2. Acceptance of Terms

These Terms constitute a legally binding agreement governing your access to and use of the Site. By logging into the Site, you agree to comply with these Terms and represent that you have the authority and capacity to enter into this agreement. You must be at least 18 years of age to use the Site. If you do not agree to all provisions of these Terms, do not log into or use the Site.

3. Arbitration and Dispute Resolution

These Terms require the use of arbitration on an individual basis to resolve disputes, as described in Section 10.2. They also limit the remedies available to you in the event of a dispute. By agreeing to these Terms, you waive your right to a jury trial and to participate in a class action lawsuit.

4. Access to the Site

Subject to your compliance with these Terms, Similize grants you a non-transferable, non-exclusive, revocable, limited license to access and use the Site solely for your personal, non-commercial use.

5. Restrictions on Use

Your rights to use the Site are subject to the following restrictions: (a) You shall not sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (b) You shall not modify, create derivative works of, disassemble, reverse compile, or reverse engineer any part of the Site; (c) You shall not access the Site to build a similar or competitive website; and (d) Except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means without the prior written consent of the Similize.

All copyright and other proprietary notices on the Site must be retained on all copies thereof. Similize reserves the right to change, suspend, or discontinue the Site or any part thereof at any time without notice. You agree that Similize will not be liable to you or any third party for any such change, interruption, or termination of the Site.

6. No Support or Maintenance

You acknowledge and agree that Similize has no obligation to provide you with any support or maintenance in connection with the Site.

7. Intellectual Property Rights

Excluding any User Content that you may provide, all intellectual property rights in the Site and its content, including copyrights, patents, trademarks, and trade secrets, are owned by Similize or its suppliers. These Terms do not grant you any rights, title, or interest in or to any intellectual property rights except for the limited access rights granted in Section 4. Similize and its suppliers reserve all rights not granted in these Terms.

8. Third-Party Links & Ads; Other Users

8.1. Third-Party Links & Ads.
The Site may contain links to third-party websites and services, and/or display advertisements for third parties ("Third-Party Links & Ads"). Such Third-Party Links & Ads are not under the control of Similize, and Similize is not responsible for any Third-Party Links & Ads. Similize provides access to these Third-Party Links & Ads solely for your convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them. You use all Third-Party Links & Ads at your own risk and should apply caution and discretion. When you click on any Third-Party Links & Ads, the applicable third party's terms and policies apply.

8.2. Other Users.
Each user of the Site is solely responsible for any and all of their own User Content. Similize does not control User Content and is not responsible for any User Content provided by you or others. You agree that Similize will not be liable for any loss or damage resulting from any such interactions. In the event of a dispute between you and any other Site user, Similize is under no obligation to become involved.

You hereby release and forever discharge Similize and its officers, employees, agents, successors, and assigns from any and all disputes, claims, controversies, demands, rights, obligations, liabilities, actions, and causes of action of every kind and nature, that have arisen or arise directly or indirectly out of or relate to the Site. If you are a California resident, you waive California Civil Code Section 1542, which states: "A general release does not extend to claims that the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

9. Cookies and Web Beacons

Like many websites, the Site uses cookies to store information, including visitors' preferences and the pages accessed or visited. This information is used to optimize the user experience by customizing our web page content based on visitors' browser types and other information.

10. Disclaimers

The Site is provided on an "as-is" and "as available" basis. Similize and its suppliers expressly disclaim all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Neither Similize nor its suppliers guarantee that the Site will meet your requirements, be available on an uninterrupted, timely, secure, or error-free basis, or be accurate, reliable, virus-free, complete, legal, or safe. If applicable law requires any warranties with respect to the Site, such warranties are limited in duration to ninety (90) days from the date of first use.

Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Additionally, some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

11. Limitation on Liability

To the maximum extent permitted by law, in no event shall Similize or its suppliers be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from or relating to these Terms or your use of, or inability to use, the Site, even if Similize has been advised of the possibility of such damages. Access to and use of the Site is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.

To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to these Terms will at all times be limited to a maximum of fifty U.S. dollars (U.S. $50). The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to these Terms. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

12. Term and Termination

These Terms will remain in full force and effect while you use the Site. Similize may suspend or terminate your rights to use the Site at any time for any reason at its sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve the deletion of your User Content associated with your Account from our live databases. Similize will not be liable to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 5 through 5.5, Section 8, and Sections 9 through 17.

13. Automatically Collected Information

Information about your computer hardware and software may be automatically collected by Similize. This information can include your IP address, browser type, domain names, access times, and referring website addresses. This information is used for the operation of the service, to maintain the quality of the service, and to provide general statistics regarding the use of the Similize website.

14. Copyright Policy

Similize respects the intellectual property rights of others and asks that users of the Site do the same. In connection with the Site, Similize has adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and the termination of users of the Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work and wish to have the allegedly infringing material removed, you must provide our designated Copyright Agent with a written notification pursuant to 17 U.S.C. § 512(c) that includes:

• Your physical or electronic signature;
• Identification of the copyrighted work(s) that you claim to have been infringed;
• Identification of the material on our services that you claim is infringing and that you request us to remove;
• Sufficient information to permit us to locate such material;
• Your address, telephone number, and email address;
• A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs, and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.

15. General Terms

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending an email to the last email address you provided to us and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current email address. In the event that the last email address you provided is not valid, our dispatch of an email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an email notice to you or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgment of such changes and agreement to be bound by the terms and conditions of such changes.

16. Dispute Resolution

Please read this Arbitration Agreement carefully. It is part of your contract with Similize and affects your rights. It contains procedures for mandatory binding arbitration and a class action waiver.

16.1. Applicability of Arbitration Agreement.
All claims and disputes in connection with the Terms or the use of any product or service provided by Similize that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and Similize, including any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

16.2. Notice Requirement and Informal Dispute Resolution.
Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Similize should be sent to 515 Madison Avenue, Suite 8116, New York, NY, 10022. After the Notice is received, you and Similize may attempt to resolve the claim or dispute informally. If you and Similize do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award to which either party is entitled.

16.3. Arbitration Rules.
Arbitration shall be initiated through the American Arbitration Association (AAA), an established alternative dispute resolution provider that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, except to the extent such rules conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time, and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Similize made to you prior to the initiation of arbitration, Similize will pay you the greater of the award or $2,500.00. Each party shall bear its own costs and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

16.4. Additional Rules for Non-Appearance Based Arbitration.
If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions. The specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

16.5. Time Limits.
If you or Similize pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations and within any deadline imposed under the AAA Rules for the pertinent claim.

16.6. Authority of Arbitrator.
If arbitration is initiated, the arbitrator will decide the rights and liabilities of you and Similize, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Similize.

16.7. Waiver of Jury Trial.
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less expensive than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Similize in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SIMILIZE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

16.8. Waiver of Class or Consolidated Actions.
All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

16.9. Confidentiality.
All aspects of the arbitration proceeding shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

16.10. Severability.
If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed, and the remainder of the Agreement shall continue in full force and effect.

16.11. Right to Waive.
Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

16.12. Survival of Agreement.
This Arbitration Agreement will survive the termination of your relationship with Similize.

16.13. Small Claims Court.
Notwithstanding the foregoing, either you or Similize may bring an individual action in small claims court.

16.14. Emergency Equitable Relief.
Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

16.15. Claims Not Subject to Arbitration.
Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark, or trade secrets shall not be subject to this Arbitration Agreement.

16.16. Courts.
In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Delaware County, Delaware, for such purposes.

17. Export Controls

The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Similize, or any products utilizing such data, in violation of the United States export laws or regulations.

18. Contact Information

Similize is located at the address in Section 16.2. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

19. Electronic Communications

The communications between you and Similize use electronic means, whether you use the Site or send us emails, or whether Similize posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Similize in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Similize provides to you electronically satisfy any legal obligation that such communications would satisfy if they were in a hard copy writing.

20. Entire Terms

These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation." If any provision of these Terms is held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Similize is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Similize's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Similize may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

21. Your Privacy

Please read our Privacy Policy.

22. Copyright/Trademark Information

Copyright © 2024. All rights reserved. All trademarks, logos, and service marks displayed on the Site are the property of Similize or third-party licensors. You are not permitted to use these Marks without our prior written consent or the consent of such third parties which may own the Marks.

23. Contact Information

If you have any questions about this Policy, please contact us via support@similize.io.

‍