Terms of Services ("Agreement")

Last Update Date: 13.08.2023

1. Introduction

Welcome to Archade! This website is operated by Toffu, Co. ("Archade") registered in the State of New Jersey with the registered office at 111 Town Square Pl Ste 1238 Jersey City NJ07310. These Terms & Conditions ("Agreement") govern your use of our website and services ("Archade Services") either as a visitor, as a member or as a subscriber. By accessing and using our website or by subscribing, you agree to comply with and be bound by these terms which will apply to the entire website and any email or other type of communication between you and Archade.

If you do not agree to these Terms & Conditions, please do not use Archade Services. We encourage you to read this Agreement carefully.

2. Definitions

2.1. To help explain things as clearly as possible in this Terms & Conditions, every time any of these terms are referenced, unless stated otherwise, are defined as:

2.1.1. Archade Services: Services provided by Archade subject to possible amendments including artificial intelligence based content generating, Product listing, offering subscription models.

2.1.2. Cookie: A small amount of data generated by the Website and saved by your web browser. It can be used to identify your browser, provide analytics, remember information about you such as your language preference or login information.

2.1.3. Device: Any internet connected device such as a phone, tablet, computer or any other device that can be used to visit Archade and use the Archade Services.

2.1.4. Member: Individuals who have registered as members to the Website.

2.1.5. Product: Encompasses all products and/or services available for sale with or without a charge on the Website.

2.1.6. Subscriber: Refers to Members who subscribe monthly or annually for Archade Services.

2.1.7. User: Refers to Visitors, Members and Subscribers collectively.

2.1.8. Visitor: Refers to both individual and legal entity users who access the Website online and benefit from the services without creating an account on the Website, subject to the conditions in this Agreement.

2.1.9. Website: The website located at https://www.archade.ai including its subzones, where value-added services are provided.

3. Subject & Scope of the Agreement

3.1. This Agreement outlines the Archade Services offered on the Website, the terms of access, use of these Archade Services as well as the rights and responsibilities of all parties. It includes all declarations, warnings, written statements, and explanations provided by Archade regarding Website use, membership, subscriptions and services.

4. Visiting the Website

4.1. The Website may be accessed and browsed without the need for membership via the current domain of the Website using capable Devices and a proper internet connection.

4.2. Visitors may not fully browse the Website and reach Archade Services without becoming a Member.

5. Membership

5.1. To become a member, you must complete the required membership forms by providing your name, surname, e-mail address, username, password, and date of birth.

5.2. You must provide accurate information and, if applicable, pay any membership fees.

5.3. You must be of legal age and have the necessary authority to represent a legal entity for entity members.

5.4. Members may add or edit their billing addresses and payment methods for their subscriptions.

5.5. Members may access to Asset Library, AI Library and Projects sections through their membership dashboards.

5.6. Members may reset their passwords by using their e-mail addresses which they have provided to Archade while they were creating an account.

5.7. Archade reserves the right to approve, terminate or suspend membership without notice for various reasons, including non-compliance with this Agreement.

6. Subscription

6.1. In order to gain full access and utilize Products, Members are required to subscribe to Archade by selecting a subscription option that aligns with their requirements.

6.2. Archade offers three distinct subscription options, each of which may be paid on a monthly or annual basis. Archade retains complete authority to modify these subscription models, their associated prices, and any other subscription-related terms.

6.3. Subscribers acquire credits in accordance with the terms of their chosen subscription model.

6.4. Archade provides Products that each may be acquired with a sufficient quantity of credits through Archade’s credit system. Members and Subscribers can access these Products through the Website.

6.5. In the event of subscribing, the data regarding Subscribers’ payment methods are processed and saved by a third-party payment system. Archade does not process and save the information related to the payment process.

6.6. The Products offered by Archade are products that are delivered instantly and digitally to the Subscriber. Therefore, once the Product was delivered to the Subscriber, the Subscriber has no right to return or cancel that Product. However, it is important to note that Subscribers do have the option to cancel their subscriptions in accordance with the terms and conditions herein.

6.7. Archade may, from time to time, include contests, promotions, discounts, sweepstakes, or other activities ("Promotions") that require Users to submit material or information concerning themselves. Please note that all Promotions may be governed by separate rules that may contain certain eligibility requirements, such as restrictions as to age and geographic location. Users are responsible to read all Promotions rules to determine whether or not they are eligible to participate. If Users enter any Promotion, they agree to abide by and to comply with all Promotions Rules.

6.8. In the event a Product or a subscription is listed at an incorrect credit amount / price or with incorrect information due to typographical error, Archade shall have the right to refuse or cancel any orders placed. Archade shall have the right to refuse or cancel any such order whether or not the order has been confirmed and your credit card charged/Product has been added to your library. If your credit card has already been charged for the purchase and your order is canceled, Archade shall immediately issue a credit to your credit card account or other payment account in the amount of the charge.

7. Termination

7.1. Archade may cancel a Member's membership and subscription if they violate the Agreement or the Website rules.

7.2. Users may also terminate this Agreement by not using the Website and Archade Services.

7.3. Upon termination of this Agreement, Users shall cease all use of the Website and Archade Services.

7.4. Termination of this Agreement shall not limit any of Archade's rights or remedies at law or in equity in case of breach by Users (during the term of this Agreement) of any of their obligations under the present Agreement.

8. Rights and Responsibilities

8.1. Visitors’, Members’ and/or Subscribers’ (Collectively “Users”) Rights and Responsibilities

8.1.1. Users are welcome to access and explore the Website, and benefit from various Archade Services offered as long as they comply with the Website rules and applicable laws.

8.1.2. Users can access the Services and Products provided by Archade by reaching the Website via electronic Devices including but not limited to mobile phones and computers. It is the responsibility of the User to provide appropriate Devices.

8.1.3. Users are expected to respect and adhere to the terms of this Agreement, other Website rules, and applicable laws.

8.1.4. Members are responsible for safeguarding their membership information including their passwords and agree not to share them with third parties. In case of sharing, the Member shall be responsible for any mishaps that may occur an any damages that the Member may suffer.

8.1.5. The rights, Services and Products provided by Archade cannot be used for commercial purposes aiming to provide similar services as Archade.

8.1.6. Users agree not to and permit others to: License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Website or make the platform available to any third party. Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Website. Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Archade or its affiliates, partners, suppliers or the licensors of the website.

8.1.7. Users shall not take any actions or intervene in any way that would directly or indirectly damage, prevent access, overload or damage the Website, Products and/or Services.

8.1.8. Users shall not block or interrupt Archade its servers or networks including by transmitting worms, viruses, spyware, malware or any other damaging or interfering code.

8.1.9. Users accept and undertake in advance that they shall not have any rights or demands from Archade in the event of termination of this Agreement due to behavior contrary to this article, and that they shall not claim any rights under any name.

8.1.10. Buyers agree that they shall provide the proper software and/or Devices to be able to use the Product(s) they have bought.

8.2. Archade’s Right and Responsibilities

8.2.1. Archade may from time to time provide enhancements or improvements to the features/ functionality of the Website, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates") and may change Services and Products and their prices. Updates may modify or delete certain features and/or functionalities of the Website. You agree that Archade has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Website to you. You further agree that all Updates will be (i) deemed to constitute an integral part of the Website, and (ii) subject to the terms and conditions of this Agreement.

8.2.2. Archade reserves the right to modify, suspend or discontinue, temporarily or permanently, the Website or any service to which it connects, with or without notice and without liability to Users.

8.2.3. Archade does not endorse or warrant linked sites and disclaims responsibility for content accessed through external links.

8.2.4. Archade reserves the right to add, remove and alter Products and Archade Services.

8.2.5. Archade shall take the necessary care to ensure that Archade Services and Products are provided on time, safely and without errors, and that the quality meets the expectations, but it does not undertake all these.

9. No Warranties

9.1. The website is provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind.

9.2. Without limitation to the foregoing, Archade provides no warranty or undertaking, and makes no representation of any kind that the website will meet Users’ requirements, achieve any intended results, be compatible or work with any other software, websites, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

9.3. Without limiting the foregoing, neither Archade nor any Archade provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Website, or the information, content, and materials or products included thereon; (ii) that the Website will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Website; or (iv) that the Website, its servers, the content, or e-mails sent from or on behalf of Archade are free of viruses, scripts, trojan horses, worms, malware, time-bombs or other harmful components.

10. Disclaimers and Limitation of Liability

10.1. To the maximum extent permitted by applicable law, under no circumstances shall Archade be liable for any direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of data or profit, arising out of the use, or the inability to use, the materials on the Website, even if Archade team or an authorized representative has been advised of the possibility of such damages. If your use of materials from this Website results in the need for servicing, repair or correction of equipment or data, you assume any costs thereof.

10.2. Notwithstanding any damages that you might incur, the entire liability of Archade and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for Archade Services.

10.3. Archade Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Accordingly, those persons who choose to access the Archade from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

10.4. Archade may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third-Party Services"). You acknowledge and agree that Archade shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Archade does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services. Third-Party Services and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

11. Indemnification

11.1. You agree to indemnify and hold Archade and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Website; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

12. Cookies

12.1. Archade uses "Cookies" to identify the areas of the Website. A Cookie is a small piece of data stored on Users’ Devices. Archade uses Cookies to enhance the performance and functionality of the Website. Most web browsers can be set to disable the use of Cookies. However, if Cookies are disabled, functionality on the Website might not be accessed correctly or at all. Archade never places Personally Identifiable Information in Cookies.

13. Privacy Policies

13.1. Archade will use member information as outlined in the Privacy Policy, which is an integral part of this Agreement.

14. Privacy Policies

14.1. The Website and its entire elements, features and functionality (including but not limited to all information, database, interface and other codes, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are subject to copyright and owned by Archade, its licensors or other providers of such material and are protected by international copyright, trademark, trade secret and other intellectual property or proprietary rights laws. The material may not be copied, reselled, modified, reproduced, downloaded, or distributed in any way, in whole or in part, without the express prior written permission of Archade, unless and except as is expressly provided in these Terms & Conditions. Any unauthorized use of the material is prohibited.

14.2. All Products are protected by copyright laws. In cases where the products are generated by artificial intelligence, the copyright shall remain the exclusive property of Archade. In any case, Archade retains ownership but grants the Subscriber a limited, non-exclusive, non-transferrable copyright to use the content as described in the license based on the subscription model. The "purchase" of Products refers to the purchase of a limited license, not the underlying copyright.

14.3. Based on the subscription model, Subscribers have either Professional License (may also be referred as “Regular License”) or a Commercial License (may also be referred as “Extended License”) for the Products they have added to their Asset Library. The holder of a Commercial License can use that Product for physical merchandise products, packaging, and digital development, without attribution, for unlimited times. The holder of a Professional License can use that Product for professional purposes and educative materials, without attribution, for unlimited times. The holder of a Professional License can also modify that Product and use it in advertisements, for unlimited times, without attribution. Both the Commercial License holder and the Professional License holder can use the Product in personal works.

14.4. The holder of a Professional License is prohibited from using the Products they have added in their Asset Library in contexts that directly generate financial gain or within digital developments.

14.5. Falsely representing authorship, selling, distributing, or sharing the content in any format, making content available for download, or sharing, illegal or ill-intentional use, modifying the look and feel, using bots to download content, in-app purchases are strictly prohibited for all license holders.

14.6. If you are a copyright owner or such owner’s agent and believe any material on our Website constitutes an infringement on your copyright, please contact us setting forth the following information: (a) a physical or electronic signature of the copyright owner or a person authorized to act on his behalf; (b) identification of the material that is claimed to be infringing; (c) your contact information, including your address, telephone number, and an email; (d) a statement by you that you have a good faith belief that use of the material is not authorized by the copyright owners; and (e) the a statement that the information in the notification is accurate, and, under penalty of perjury you are authorized to act on behalf of the owner.

15. Amendments to the Agreement

15.1. Archade may amend this Agreement at its discretion. Amendments that are favorable to Users will be effective upon posting the change on the Website. Users will be notified of changes, but they cannot unilaterally modify the Agreement. Amendments that are disadvantageous to Users will be effective upon reaffirmation of the User. By continuing to access or use our Website, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Archade.

16. Force Majeure

16.1. Archade is not responsible for delays or failures in fulfilling obligations due to events beyond its control, including but not limited to natural disasters, wars, labor disruptions, and infrastructure issues.

17. Applicable Law and Jurisdiction

17.1. This Agreement is governed by Turkish law, except for conflicts of law. Any disputes will be resolved by the courts of Istanbul Çağlayan.

18. Miscellaneous

18.1. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms & Conditions to be unenforceable, the remainder of these Terms & Conditions shall continue in full force and effect.

18.2. Any waiver of any provision of these Terms & Conditions shall be effective only if in writing and signed by an authorized representative of Archade.

18.3. These Terms & Conditions contains the entire understanding, and supersedes all prior understandings, between you and Archade concerning its subject matter, and cannot be changed or modified by you. You may be subject to additional terms and conditions that apply when you use or purchase other Archade Services which Archade will provide to you at the time of such use or purchase.

18.4. The article headings used in this Agreement are for convenience only and will not be given any legal importance.

19. Enforcement

19.1. This Agreement takes effect upon electronic approval by the User.

20. Accessibility

20.1. We strive to make our Terms & Conditions accessible to all users. Please contact us if you require assistance.

21. Contact Information

21.1. For questions or inquiries related to this Agreement, please contact us at [email protected]

21.2. Any feedback, comments, ideas, improvements, or suggestions (collectively, "Suggestions") provided by Users to Archade with respect to the Website shall remain the sole and exclusive property of Archade.

21.3. Archade shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to Users.

22. Review and Update

22.1. We regularly review and update our Terms & Conditions to ensure their accuracy and compliance with the law. Please check back for any changes.

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