BrushStroke AI Limited
Updated November 20th, 2023
The following terms and conditions (hereafter referred to as “The Terms”) govern your (“you”, “user”, “client” or “clients”) use of the services provided by BrushStroke AI Limited (BSAI) and any of its affiliates, if applicable. These services encompass, but are not limited to, cloud-based applications, software development services, data management and data storage services, software consulting services, and use of our websites. These offerings, whether referred to individually or collectively, are denoted as ‘Service’ or ‘Services’.
Within the scope of these Terms, “online” is used to describe digital services that can be accessed publicly through the internet. In contrast, “offline” refers to either physical services or digital services that are unavailable or deliberately not provided on the public internet.
Artificial Intelligence (AI): For the purposes of these Terms, AI shall be defined as the category of computer systems or machinery that have the capability to execute tasks necessitating the application of intelligence traditionally associated with human beings. Such tasks may encompass, but are not limited to, the capacity for learning from and making judgments based on past experiences, comprehending and processing natural language, and recognizing and interpreting patterns within visual, auditory, or other data forms.
Registration and Access
BSAI offers both freely accessible services and options for registered user applications. Minors under 18 years of age are required to use the Services under the supervision or with the consent of a parent or legal guardian. To become a client or register for a user account, you must be at least 18 years old. If you are under 18, you must secure permission from your parent or legal guardian to use the Services.
If you are using the Services on behalf of another person or entity, you are affirming their acceptance of the Terms on their behalf. When registering for a user account, it is mandatory to provide legally accurate and complete information. Sharing of your access credentials or account is strictly prohibited, and you hold sole responsibility for all activities that occur under your account or with your credentials.
Usage Requirements
Use of Services: BSAI grants you a non-exclusive right to use the Services in accordance with these Terms. You will comply with these Terms and all applicable laws when using the Services. We and our affiliates own all rights, title, and interest in and to the Services.
Content
You may provide input to the Services (“Input”), and receive output generated and returned by the Services based on the Input (“Output”). Input and Output are collectively “” As between the parties and to the extent permitted by applicable law, you own all Input.
BSAI functions as an intermediary entity in the realm of AI, developing software that leverages third-party AI models for computational processing and accessing general information stored within such models. As a result of this dependence, the outputs generated may not always reflect the most recent or accurate information.
BSAI maintains ownership of the Content, which it leverages to produce, enhance, sustain, and manage its Services, while adhering to relevant laws and enforcing its policies.
Provided you adhere to these Terms, BSAI confers upon you (the user and/or the client) the rights and interests associated with all Output produced from your interaction with the Service. This grants you the freedom to exploit your Content for any purpose, including commercial activities like sales or publication, in line with these Terms. However, due to the stochastic nature of AI computations, Outputs may bear similarities or be identical across different users (and/or clients) and Services. Therefore, know that Content generated by other users (and/or clients), irrespective of its resemblance to yours, does not constitute your Content.
You are responsible for your Content, including for ensuring that it does not violate any applicable law or these Terms.
In the course of providing Services, users may instruct BSAI to employ their proprietary data (the “Data”) for processing. In such instances, BSAI will leverage this Data to train and process third-party AI models, to which it subscribes, for output generation. Although BSAI or its subscribed models may transform the Data, such adaptation is strictly for service customization purposes. BSAI pledges to uphold the semantic meaning and integrity of the Data to the degree allowed by the third-party AI models. Users bear the sole responsibility for the content, syntax, or semantic meaning of any Data provided or processed as part of the Service.
Confidentiality, Security and Data Protection
BSAI’s data services are fundamentally ‘offline’. As such, BSAI will maintain the privacy of user Content and Data, keeping them offline within its infrastructure, unless otherwise specified or necessitated by law, court order, or other governmental authority. BSAI may process and store these digitally through dedicated ‘offline’ BSAI accounts with third-party service providers, but will not instruct these third-party service providers to make user Content or Data publicly available ‘online’.
You are prohibited from disclosing any proprietary or Confidential Information relating to BSAI to any third party. You are expected to protect this Confidential Information in the same manner as you would protect your own Confidential Information of a similar nature, using at least a reasonable degree of care. (“Confidential Information” refers to nonpublic information that BSAI, its affiliates, or third parties designate as confidential or should be reasonably considered confidential under the circumstances. This includes software, specifications, and other nonpublic business information).
You are permitted to disclose Confidential Information only upon written consent by BSAI, when required by law, or by a valid order from a court or other governmental authority. In such instances, you must provide reasonable prior written notice to BSAI and make reasonable efforts to limit the scope of the disclosure. This includes assisting us in challenging the disclosure requirement, where possible.
Processing of Personal Data: If you utilize the Services to process personal data, you represent to BSAI that you are processing such data in compliance with applicable laws.
Payment Terms
Clients are responsible for settling all charges associated with their account, in line with the pricing and payment terms outlined in the latest invoice provided by BSAI. By meeting these obligations, the Client represents and warrants that they have the necessary financial capability to make the specified payments within the given timelines. The Client is also required to provide legally accurate invoicing information, which includes, but is not limited to, names, addresses, and identification numbers.
Late Payments: If the client wishes to dispute or renegotiate payment terms for an invoice, they must communicate with BSAI within thirty (30) days from the date of the invoice. Uncontested overdue amounts may be subject to a finance charge of 5% of the unpaid balance per month. Additionally, the client will be liable for all ancillary legal and operational expenses incurred by BSAI during the collection of late payments. In such cases, the Client relinquishes any legal right to dispute the owed amounts or to reverse any payments resulting from the collection of an overdue invoice.
All payments made by the client to BSAI for Services rendered are non-refundable.
Taxes: Unless otherwise stated, payments do not include taxes or duties born by clients (if any). You remain solely responsible for any taxation associated to you on connection to this service.
Term and Termination
These Terms take effect when you first use the Services and remain in effect until terminated.
We may suspend or terminate these Terms immediately upon notice to you if: i) you materially breach any of these Terms or, ii) your use poses a security risk to us or any third party, iii) if we suspect that your use is fraudulent or could subject us or any third party to liability, or if iv) there are changes in relationships with third party technology providers outside of our control or, v) to comply with law or government requests.
Effect on Termination: Section ‘4. Confidentiality, Security and Data Protection’ should survive the termination or expiration of the Terms and is limited to the Data or Content rendered during the Service.
Indemnification; Disclaimer of Warranties; Limitations on Liability
Indemnity: You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys’ fees) arising from or relating to your use of the Services, including your Content, products or services you develop or offer in connection with the Services, and your breach of these Terms or violation of applicable law.
Limitations of Liability: Limitations of Liability: Neither we nor any of our affiliates or licensors will be liable for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other losses, even if we have been advised of the possibility of such damages. Our aggregate liability under these terms shall not exceed the greater of the amount you paid for the service that gave rise to the claim during the 12 months prior to the liability arising or five hundred Hong Kong dollars (HKD 500). These limitations apply only to the maximum extent permitted by applicable law
Dispute Resolution
Informal Dispute Resolution: We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against BSAI, you agree to try to resolve the dispute informally by sending us notice at [email protected] of your name, a description of the dispute, and the relief you seek. If we are unable to address a dispute within 90 days, you may bring a formal proceeding.
General Terms
Relationship of the Parties: These Terms do not create a partnership, joint venture or agency relationship between you and BSAI or any of BSAI’s affiliates. BSAI and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other’s behalf without the other party’s prior written consent.
Use of Brands: You may not use BSAI’s or any of its affiliates’ names, logos, or trademarks, without our prior written consent.
Copyright Complaints: If you believe that your intellectual property rights have been infringed beyond the rendered Content or Data, please send notice to [email protected] with the following information:
We will notify the relevant third-party vendor about your claim, and maintain you informed about its resolution.
Assignment and Delegation: You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We, however, may assign these Terms in connection with a merger, acquisition, sale of all or substantially all of our assets, or to any affiliate, or as part of a corporate reorganization.
Third Party Services: Any third-party software, services, or other products that you and BSAI use in connection with the Services are subject to their own terms. We are not responsible for any issues arising from the use of third-party products.
Modifications: We reserve the right to amend these Terms from time to time. A revised version will be posted on the website. If an update materially adversely affects your rights or obligations under these Terms, we will provide notice either by sending an email to the address associated with your account or by providing an in-product notification. Such changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately upon posting. Your continued use of the Services following any changes signifies your acceptance of those changes.
Waiver and Severability: If you fail to comply with these Terms and BSAI does not immediately take action, this does not imply that BSAI is waiving any of its rights. Each term will be enforced to the maximum extent permissible, and any unenforceable terms will not affect the enforceability of the remaining terms.
Entire Agreement: These Terms, along with any policies incorporated herein, constitute the entire agreement between you and BSAI regarding the use of the Services. This agreement supersedes any previous or contemporaneous agreements, communications, or understandings between you and BSAI on the subject, except for any service-specific terms of use or applicable enterprise agreements.
Jurisdiction, Venue, and Choice of Law: These Terms will be governed by the laws of Hong Kong, China.