VERSION: 1.0

LAST REVISED ON: September 24, 2024

COMPANY: Dimension X, Inc. and its affiliated entities (“Company”, “us”, “our”, and “we”)

COMPANY CONTACT INFORMATION

Attention: Chris Keller

Email: info@dimx.dev

COMPANY WEBSITE: The website located at https://dimx.dev (together with any websites on related domains or subdomains, the “Site”).

COMPANY APPS: The mobile, online, and desktop application(s) or platforms entitled “Bonfire” (together with any other applications or platforms available via the Site or published by the Company, collectively, the “App”).

These Terms of Use (these “Terms”) are a legal agreement between you and your business, if applicable, on the one hand (together, “you” or “your”) and Company (as defined above) on the other hand for the use of the Bonfire Platform (“Bonfire”), which includes software, tools, applications, services, and any associated media, printed materials, online or electronic documentation, and any updates, patches, or other modifications provided by the Company (collectively, the “Software”).

By installing, copying, or otherwise using the Software, you agree to be bound by the Terms of this EULA. If you do not agree to the terms of this EULA, do not proceed with the installation or use of the Software.

These Terms also govern your use of (i) any websites or web applications provided, published, developed or made available by the Company, including the Site; (ii) any mobile or online applications provided, published, licensed, developed or made available by the Company, including the App; and (iii) any feature, content, software, hardware, services or other products available on or through the Site or the App or otherwise provided by the Company (together with the Site and the App, the “Services”). Information available through the Services are copyrighted works belonging to the Company, as are the Site and the App. Certain Services may be subject to additional policies, guidelines, terms, or rules, which will be posted on or in connection with downloading or accessing the Site or App. All use is subject to the Company’s posted Privacy Policy. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. These Terms shall not apply to Services that post different terms of use.

In these Terms, “Content” refers to any data or material produced or processed using the Software. “Assets” refers to digital files, including, but not limited to, 2D/3D files, textures, audio, and video files. Please note that “User Content” and “Company Content” are separate terms.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICES. BY ACCESSING OR USING THE SERVICES, YOU ARE AUTOMATICALLY ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SERVICES OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 13 YEARS OLD IN COUNTRIES WHERE LOCAL LAWS PERMIT OR 16 YEARS OLD IN COUNTRIES WHERE LOCAL LAWS REQUIRE. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SERVICES.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. SEE THE SECTION BELOW ENTITLED “DISPUTE RESOLUTION” FOR ADDITIONAL INFORMATION.

1. Accounts

1.1        Account Creation

To use certain Services or Software, you may be required to register for an account on the Site or the App (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that (a) all required registration information you submit is truthful and accurate, and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions provided in your Account. The Company’s Privacy Policy on the Company Website indicates additional data privacy and control options available to you. Company may suspend or terminate your Account in accordance with these Terms at any time, and you agree that Company will not have any liability whatsoever to you for any termination of your Account.

1.2        Account Eligibility

As an express condition of being permitted to create and access an Account, you represent and warrant that you (a) have the legal capacity (including, without limitation, being of sufficient age) to enter into contracts under the law of the jurisdiction in which you reside; (b) are not on a list of persons barred from receiving services under U.S. laws (including, without limitation, the Denied Persons List and the Entity List issued by the U.S. Department of Commerce, Bureau of Industry and Security) or other applicable jurisdictions; (c) are not a resident of any country which is subject to currently-ongoing sanctions imposed by the United States of America or the United Nations; and (d) are at least 13 years old in countries where local laws permit or at least 16 years old in countries where local laws require this minimum age. In jurisdictions requiring additional parental consent (e.g., the United States under COPPA or the European Union under GDPR-K), you confirm that appropriate consent has been obtained from a parent or guardian.

1.3        Account Responsibilities

You represent and warrant that all required registration information you submit is current, complete, truthful, and accurate. You also agree and acknowledge that you will maintain the accuracy and completeness of such information. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify the Company of any unauthorized use, suspected unauthorized use of your Account, or any other security breach. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Furthermore, you accept all risks associated with unauthorized access to your Account.

1.4        Account Password

Upon registration for an Account, you will provide the Company with a password to access your Account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occurs through your Account, whether or not authorized by you. You agree to immediately notify the Company of any suspected or actual unauthorized use of your Account. You agree that the Company will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password or Account information.

1.5 Password Security

We take your privacy and security seriously. Your password is never stored in plain text. Instead, we store your password as a cryptographic hash, which is a one-way function that protects your password from being exposed, even to us. This means that we do not have access to your actual password, and we cannot retrieve it in its original form. In the event you forget your password, you will need to reset it using the designated password recovery process.

1.6        Account Notices

By providing us with your email address, you agree to receive all required notices electronically, to the email address provided. Notices will be provided in HTML format, in the text of the email delivered to you, in an electronic document attached to the email, or through a link to an appropriate notice page on the Site accessible through any standard, commercially available Internet browser.

1.7        Account Termination

You may delete your Account at any time, for any reason, by following the instructions provided in your Account, including but not limited to uninstalling the Software and destroying all copies of the Software and Content in your possession. Company may limit, suspend, or terminate your Account in accordance with these Terms at any time including if the Company decides to discontinue the Software or its Marketplace or any portion thereof, and you agree that Company will not have any liability whatsoever to you for any limitation or termination of your Account. Upon termination, you must cease all use of the Software and destroy all copies of the Software and Content.

1.8        Monitoring; Enforcement

You hereby authorize Company, and Company hereby reserves the right (but no obligation) in its full discretion to review any User Content (defined in paragraph 3.4) submitted by you (if applicable), to monitor your use of the Services and Company Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or applicable laws, or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, limiting or terminating your Account in accordance with these Terms, and/or reporting you to law enforcement authorities.

2. Access to the Services

2.1        License

Company grants you a non-transferable, non-exclusive, revocable, non-sublicensable, limited license to use and access the Services and to install and use the Software solely for your own personal, noncommercial use, and to display Company Content (as defined herein) on your computer or other device (the “License”), which License is expressly conditioned on compliance with these Terms and is specifically subject to any restrictions set forth herein. This License is revocable by Company at any time without notice or warning, and the Company will not be liable to you or to any third party for any such revocation. Unless explicitly stated herein, nothing in the Terms may be construed as conferring any license to any intellectual property rights, whether by estoppel, implication or otherwise. Any commercial use of the Services and/or Software must be separately preapproved by the Company in writing and is subject to additional terms.

2.2        Certain Restrictions

The License granted to you in these Terms are subject to the following restrictions: 

(a)        Use of Software

You shall not license, sell, rent, publish, provide, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Software & Services, whether in whole or in part, or any content displayed through the Services without the Company’s express prior written consent; commercial uses of User Content on the Marketplace or beyond are subject to separate written agreements; 

(b)        Derivative Works

You shall not modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services, Software, or Content or make them available to third parties outside of the Marketplace without the Company’s express prior written consent; 

(c)        Competition

You shall not access the Services or Software to build a similar or competitive website, product, or service; 

(d)        Copying

Except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means; 

(e)        Use

You shall remain at all times in compliance with the Acceptable Use Policy set forth below; 

(f)        Minimum Age

You are at least thirteen (13) or sixteen(16) years of age, based on the local laws of your country; and. 

(g)        Prohibited Activities

You may not assist any third party in carrying out these prohibited activities. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices displayed through the Services (or on any content displayed through the Services) must be retained on all copies thereof.

2.3        Acceptable Use Policy

The following terms constitute our “Acceptable Use Policy”:

(a)        Appropriate Content

You agree not to use the Services, Software, Content, or Assets to collect, upload, transmit, display, or distribute any User Content or to take any action that: (i) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, fraudulent, intentionally misleading, deceptive, trade libelous, pornographic, obscene, vulgar, patently offensive, promotes racism, violence, threats, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) is harmful to minors in any way; (iv) promotes illegal or harmful activities or substances; or (v) gives rise to liability of any kind or is in violation of any law, regulation, or obligations or restrictions imposed by any third party or encourages such conduct in others. You are solely responsible for ensuring that you have the right to use, modify, and import any Assets into the Software and that such usage does not violate any third-party intellectual property rights. Some components of Assets (whether developed by the Company or third parties) may also be governed by third-party software licenses. In a conflict between these Terms and the terms of any such licenses, the terms of third-party software licenses, the more restrictive terms shall govern, but only as to the limited components covered by those third-party software licenses.

(b)        Harmful Software

You agree not to: (i) upload, transmit, or distribute to or through the Services or Software any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Services unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii)  use the Services to harvest, collect, gather or assemble information or data regarding other users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or attempt to do so, including via sending a virus, overloading, flooding, spamming, mail-bombing, or scripting, or violate the regulations, policies or procedures of the networks over which the Services are available; (v) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with any Services), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Services; (vii) use any engine, browser, avatar, intelligent agent, robot, spider, scraper, deep link, software or automated agents, tools, algorithms, programs, methodology or scripts to access, acquire, navigate, search, copy or monitor the Services or any content thereof, to produce multiple accounts on the Services, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials available on the Services, but not caches or archives of such materials, subject to any parameters that we may set forth elsewhere in these Terms or in our robots.txt files); (vii) access, tamper with, or use non-public areas of the Services, Company’s computer systems, or the technical delivery systems of Company’s suppliers, contractors or partners; (viii) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures used in connection with the Services; (ix) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Services to send altered, deceptive or false source-identifying information; (x) commercially exploit any content on the Services other than content provided by you; (xi) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (xii) access the Services in order to build a similar or competitive website, product, or service; (xiii) use the Services in a way that distracts or prevents you from obeying traffic or safety laws; (xiv) use the Services for any illegal activity or goods or in any way that exposes you, other users of the Services, our supplier, contractors or partners, or Company to harm; or (xv) otherwise use the Services except as expressly allowed under these Terms.

2.4        Modification

Company reserves the right, at any time, to modify, suspend, or discontinue any Services, Software, License, or any Fees (as defined below) charged for the Services, in whole or in part. You agree that the Company will not be liable to you or any third party for any modification, suspension, or discontinuation of the Services, the License, the Fees, or any parts thereof. You agree to immediate removal of any User Content based on discontinued Services.

2.5        No Support or Maintenance

The provision of any support or maintenance by the Company with respect to the Services shall be in the Company’s sole discretion absent a separate written and signed support agreement. You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the Services, unless expressly agreed in writing, and may cease providing or refuse to provide support or maintenance services at any time and for any reason.

2.6        Ownership; Reservation of Rights

The Software, Content, and Assets provided, their contents, including but not limited to text, graphics, designs, logos, icons, images, audio clips, and software, as well as any trademarks, service marks, trade names, and logos used in connection with the Software (“Intellectual Property”), are and will remain the exclusive property of the Company and its licensors, and are protected by copyright, trademark, and other intellectual property laws and treaties. You acknowledge and agree that all the Intellectual Property Rights (as defined herein) in the Services, Software, and their content are and shall remain owned by Company or Company’s suppliers, contractors, or partners. The Company has the right to assign, transfer, or sell any such rights or content to a third party, who in turn may have the right to assign, transfer or sell any such rights or content. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title, or interest in or to such Intellectual Property Rights, except for the limited access rights expressly granted to you in the License. Company and its suppliers, contractors, and partners reserve all rights not granted in these Terms. You acknowledge and agree that these Terms do not grant you any rights or licenses in or to the Intellectual Property, except for the limited license to use the Services and Software as expressly granted herein. You shall not modify, reproduce, distribute, create derivative works of, publicly display, or perform any Intellectual Property without the Company’s prior written consent. There are no implied licenses granted under these Terms.

2.7        Intellectual Property Rights

For the purposes of these Terms, “Intellectual Property Rights” means all intellectual property rights worldwide arising under statutory or common law, and whether or not perfected, including, without limitation, all (i) patents, patent applications and patent rights; (ii) rights associated with works of authorship including copyrights, copyright applications, and copyright registrations; (iii) rights relating to the protection of trade secrets and confidential information; (iv) any other proprietary rights relating to intangible property (other than trademark, trade dress, or service mark rights); (v) divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired; and (vi) all goodwill associated with any of the foregoing.

2.8 Early Access Periods

The Company may designate on its website or portal for accessing the Software any period of access to the Software or any portion thereof as an “Early Access Period” (“Early Access”). Early Access is the stage during which the Software is in process and NOT a finished product. Company will provide ongoing updates and will gather user feedback from you by using the Software and engaging with the creator community. The license granted during Early Access is limited to non-commercial use unless specifically approved by the Company in writing. Once Early Access ends, User Content created during the Early Access Period cannot be monetized without separate written approval from the Company. Once Early Access ends, these Terms will continue to apply to the extent not superseded by the additional terms of the full release governing your use of the Software.

3. Content

3.1        Company Content

Except as may be otherwise noted, the information and materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, source code, object code, software and FAQs and other content) created, generated, published, and/or made available by Company on or via the Services (collectively, “Company Content”) are the copyrighted works of Company and its licensors, and Company and its licensors expressly retain all right title and interest in and to the Company Content, including, without limitation, all Intellectual Property Rights therein and thereto. Except as expressly permitted in these Terms, any use of the Company Content is considered a breach of your contract with the Company under these Terms and may also violate copyright and/or other applicable laws.

3.2        Downloadable Content

In the event that Company makes any Company Content available to be downloaded and/or printed through the Services, as applicable, Company hereby grants you the limited, revocable, non-transferable, non-exclusive right to download and print such Company Content under the condition that (i) such activity is solely for your personal, education or other noncommercial use, (ii) you do not modify or prepare derivative works from the Company Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Services or Company Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Company Content and (v) you do not copy any Company Content to any other media or other storage formats.

3.3        Third-Party Links & Ads

The Services may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

3.4        User Content

(a)        Definition and Responsibility

“User Content” means any and all information and content that a user submits to, or uses with, the Services (e.g., content in the user’s profile or postings). The Software allows you to create, modify, and publish User Content. You are solely responsible for your User Content. You retain all intellectual property rights to your User Content, subject to the rights granted to the Company pursuant to these Terms. You assume all risks associated with use by the Company or other parties of your User Content, including any reliance on its accuracy, completeness or usefulness, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by the Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

(b)        License During Early Access

By participating in any Early Access period, you hereby grant (and you represent and warrant that you have the right to grant) to Company, a nonexclusive, royalty-free, transferable, worldwide license to use, reproduce, distribute, publicly display, modify, adapt, and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content created or posted during an Early Access period, and to grant sublicenses of the foregoing rights, for the purposes of including your User Content in the Services and for any other uses or purposes which Company may have for such User Content, subject to applicable privacy laws. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content during the Early Access period only.

(c) License Post-Early Access:

Upon the conclusion of the Early Access period, the Company shall not have a license to User Content created or posted thereafter, and you retain full ownership of and control of such User Content. Prior licenses granted to the Company shall remain in force. As pertains to all User Content created or posted after the conclusion of the Early Access Period, the Company will have no rights to use, reproduce, modify, or distribute such User Content without your explicit consent, except as required for continued provision of the Services. You will have the right to delete, modify, or restrict access to your User Content as you see fit, subject to the applicable terms and conditions of the Services. 

(d)         Other Users

Each user of any Service is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other users of any Services are solely between you and such users. You agree that the Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any other user of any Service, we are under no obligation to become involved.

(e)        Deletion of User Content

You understand that any limitation or termination of your Account may involve the deletion of the User Content associated with your Account from our live databases. Company will provide a notification at least 14 days before deletion, except in cases of legal violations, where immediate deletion may be required. User Content may also be deleted if you do not access or use your Account for a period of time longer than 60 days, or due to failure or outages from third-party applications or services that the Company relies on to store User Content, or the discontinuation of licenses or Services related to that User Content. Company will not have any liability whatsoever to you for any termination of your Account or deletion of your User Content. The privacy policy on the Company’s Website outlines the rights to your data.

(f) Marketplace

To the extent the Software includes a marketplace where User Content can be monetized and distributed, the Company reserves the right (but no obligation) to review, approve, reject, or remove any User Content from the Marketplace at its sole discretion. By submitting User Content to the Marketplace, you agree to comply with all guidelines and policies provided by the Company. In the event that your content is rejected, you may request an appeal within 30 days, and the Company will review the request on a case-by-case basis.

(g) Revenue Sharing

All User Content sold or monetized through the Marketplace is subject to a separate Agreement defining monetization terms. The Company reserves the right to change the revenue-sharing terms with at least 30 days’ notice. Acceptance of a Revenue Sharing Agreement does NOT imply approval of User Content. You will be responsible for any financial liabilities incurred by removing User Content from the Marketplace.

(h) Liability for Copyright Infringement

If you post User Content that infringes upon the rights of others, including their intellectual property rights, you may be held personally liable for damages, including legal fees. We do not assume responsibility for any user-generated Content or for monitoring User Content for copyright violations. Still, we will act expeditiously upon receipt of valid DMCA notices in accordance with applicable law.

3.5        Feedback

The Company welcomes feedback, suggestions, and ideas regarding the Software and Services (“Feedback”) from Users. By providing Feedback, you grant and assign to the Company all rights, titles, and interests in such Feedback. You agree that the Company shall have the non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, modify, display, distribute, and otherwise fully exploit the Feedback and related information for any purpose the Company deems appropriate.

The Company will treat any Feedback you provide as non-confidential and non-proprietary. You agree not to submit any information or ideas that you consider to be confidential or proprietary.

3.6        Copyright Policy

As a condition of your right to use the Services or Software, you agree to respect the Intellectual Property Rights of others. Accordingly, you agree not to upload or post to the Service any copyrighted materials, trademarks, or other proprietary information belonging to any third party without the prior written consent of the applicable third party. In connection with the Services, we have adopted and implemented a Digital Millennium Copyright Act (“DMCA”) procedure. The Company has designated Chris Keller as a DMCA Agent registered with the U.S. Copyright Office. Company’s DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found on the U.S. Copyright Office website (as of the last revision date of these Terms, located at http://www.copyright.gov/legislation/dmca.pdf). If you believe that your copyrighted work has been illegally uploaded or posted on the Services, you may send a written notice to Company at the email set forth in the Company Contact Information above. Claims and counterclaims will be handled by Company pursuant to its DMCA procedure. Company reserves all rights to seek damages and fees associated with infringement and/or fraud.

If a user repeatedly violates copyright laws, we reserve the right to suspend or terminate their account. Our policy for handling repeat copyright offenders is as follows:

(a) Takedown Notices:

If we receive a valid DMCA takedown notice, we will act expeditiously to remove or disable access to the infringing content. We will notify the user responsible for posting the content and provide them with a copy of the notice.

(b) Counter-Notice:

If the user believes that the content was removed in error or that they have the right to use the content, they may submit a counter-notice. Upon receipt of a valid counter-notice, we will restore the content unless the original complainant initiates legal action within 10 business days.

(c) Repeat Offender Policy:

If a user is found to be repeatedly violating copyright laws, we may suspend or terminate their account. A “repeat offender” is defined as any user who receives two or more valid DMCA takedown notices within a 12-month period.

(d) Appeal Process:

Users whose accounts are suspended or terminated for repeat copyright violations may appeal the decision by contacting us using the Company Contact Information. Appeals will be reviewed on a case-by-case basis, but we reserve the right to refuse reinstatement.

(e) Compliance with DMCA:

We will have no liability for removing content that is subject to a DMCA takedown notice in accordance with the law.

4. Payment Terms

4.1        Company Paid Services

The Company may offer Services or Software to be paid for on a recurring basis (“Subscription Services”) or an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). The License to use and access any Paid Services is expressly conditioned on full payment of any amounts payable therefore (the “Fees”). By using or accessing any Paid Services, you hereby agree to pay in full any applicable Fees for such Paid Services which may be established by Company from time to time. Failure to comply with or otherwise pay Fees due is a material breach of these Terms.

4.2        Fee Amounts; Changes

Fees may be established and communicated by the Company via email, a posting through the Services (such as on the Site or in the App), a notice posted inside or delivered to your Account, or as otherwise agreed by written agreement or order form executed by you and the Company. Company has the right to change, delete, discontinue, or impose conditions on Paid Services or any feature or aspect of a Paid Service at any time, including the Fees associated with such Paid Services. Notice of any Fee changes may be delivered via email, a posting through the Services (such as on the Site or in the Platform), or a notice posted inside or delivered to your Account. You agree to periodically review Company pricing and policies made available through the Services in order to stay informed. Your continued use of any Paid Services affected by a change in Fees will constitute your agreement to such changes and authorization for the Company to collect any such Fees on a going-forward basis. Any change to Fees and other charges will not be applicable until the billing period or renewal period after the period in which the change to Fees occurs.

4.3        Free Trial

Access to certain Paid Services or Software may be permitted for a free-trial period, as indicated when accessing such Paid Services (the “Free Trial Period”), without payment of Fees. Upon the expiration of the Free Trial Period, your License to use such Paid Services will terminate until you have paid the required Fees. If you continue to use any Paid Services after the end of any Free Trial Period, or if you fail to cancel your subscription for any such Paid Services during the Free Trial Period, the Company may automatically charge you for any Fees payable for such Paid Service after the end of the applicable Free Trial Period.

4.4        Non-Refundable; Taxes

All Fees (including professional services such as installation and training) are non-refundable. All Fees are exclusive of any and all taxes, levies, or duties imposed by taxing authorities, and you acknowledge and agree that you are responsible for all taxes applicable to the Fees, Paid Services, or any related charges in any applicable jurisdictions.

4.5        Payment

Fees may be paid by debit card, credit card, or other form that Company communicates in writing as being acceptable. If you link a debit or credit card to your account, you hereby authorize us to collect all Fees by debit from your linked debit card or charge to your linked credit card without further authorization, including any charges or fees incurred as a result of such debit or charge. Regardless of payment method, we reserve the right to collect Fees from any balance in your Account or from your linked bank account.

5. Indemnification

You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Services or Software, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, (d) unauthorized use of copyrighted or otherwise protected material arising from your use, (e) your violation of the Acceptable Use Policy, or (f) your User Content and the access, reliance on or use of your User Content by any other users of the Services. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

6. Limitation of Liability; Disclaimers; Release

6.1        Release

You hereby release and forever discharge the Company (and our officers, employees, agents, contractors, partners, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Services or Software (including any interactions with, or act or omission of, other users of any Services, any User Content, or any Third-Party Links & Ads), including any disputes, claims, controversies, demands, rights, obligations, liabilities, actions or causes of actions that may not yet exist or facts of which may not be presently known to you. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH 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.”

6.2        Disclaimers

(a)        Availability

THE SERVICES AND SOFTWARE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS, CONTRACTORS AND PARTNERS) EXPRESSLY DISCLAIM ANY AND 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. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

(b)        Implied Warranty

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. 

6.3 Limitation of Liability

(a)        Losses

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS, CONTRACTORS, AFFILIATES, LICENSORS, OR PARTNERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES, LOST DATA, LOSS OF USE, LOSS OF GOODWILL, 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 SERVICES OR SOFTWARE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES 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. 

(b)        Maximum

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 THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF THE AMOUNT YOU PAID COMPANY FOR THE SERVICES AND SOFTWARE DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO SUCH LIABILITY OR, IF YOU PAID NOTHING IN THE PRECEDING TWELVE MONTHS, THEN  FIFTY U.S. DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS, CONTRACTORS AND PARTNERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

(c)         Jurisdictions

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. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LOCAL LAW.

6.4        Acknowledgement

You acknowledge that the Services or Software may not function correctly and without error all the time, and agree that Company shall not be held liable whatsoever for any downtime in accessibility or errors in its functionality.

7. Term and Termination

Subject to this Section, these Terms will remain in full force and effect while you use any Services or Software. We may limit, suspend, or terminate your License to use the Services (including your Account and Software) at any time for any reason at our sole discretion. If you use or attempt to use any of the Services in violation or breach of these Terms, your License to use the Services shall automatically and immediately terminate. Upon termination of your License under these Terms, your Account and right to access and use the Services will terminate immediately. Company will not have any liability whatsoever to you for any termination of your rights, Account or License under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through Section 8, and Section 10. Upon termination of your License under these Terms, you hereby agree to immediately uninstall, remove, delete, destroy and cease using (as applicable), any and all of the Services (including Software), and agree not to use the Services in the future without express consent from Company. Termination of any portion of your License requires immediate deletion of any User Content or portion thereof no longer licensed.

8. Dispute Resolution

Please read the provisions in this section (collectively, the “Arbitration Clause”) carefully as they are an agreement that relates to dispute resolution via arbitration. It is part of your contract with the Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

8.1        Applicability of Arbitration Clause

All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company 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 Clause. Unless otherwise agreed to, all arbitration proceedings shall be held in English. Any required interpretation costs shall be borne by the party requiring them. This Arbitration Clause applies to you and the Company, and to 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.

8.2        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 (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to the Company address set forth above. A notice to you may be sent by any contact method you have shared with the Company. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company 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, if any, to which either party is entitled.

8.3        Arbitration Rules

Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to jointly select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“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 the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. In matters where the combined claims total less than $20,000.00, each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider. In disputes with combined claims totaling $20,000.00 or more, the prevailing party will be entitled to recover reasonable attorney fees and costs incurred, including its share of arbitration costs.

8.4        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.

8.5        Time Limits

If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

8.6        Authority of Arbitrator

If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, 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, including the calculation of any damages awarded. 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 the Company.

8.7        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 Clause. Arbitration procedures are typically more limited, more efficient and less costly 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 the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

8.8        Waiver of Class or Consolidated Actions

ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION CLAUSE 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. THIS WAIVER OF CLASS OR CONSOLIDATED ACTIONS MAY NOT BE ENFORCEABLE IN JURISDICTIONS WHERE LOCAL LAWS PROVIDE OTHERWISE. IN SUCH CASES, THE WAIVER WILL ONLY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

8.9        Confidentiality

All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential unless disclosure is required by law or court order.. The parties agree to maintain confidentiality unless otherwise required by law or judicial order. 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.

8.10     Severability

If any part or parts of this Arbitration Clause 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.

8.11     Right to Waive

Any or all of the rights and limitations set forth in this Arbitration Clause 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.

8.12     Survival of Agreement

This Arbitration Clause will survive the termination of your relationship with the Company. 

8.13     Small Claims Court

Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court if it encompasses the entire dispute between the parties.

8.14     Emergency Equitable Relief

Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order 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 Clause.

8.15 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 Clause.

8.16 Courts and Choice of Law

In any circumstances where the foregoing Arbitration Clause permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Utah County, Utah, for such purpose. In any circumstance in arbitration or litigation where a choice of law question arises, the parties hereby designate Utah law as controlling law.

9. Updates and Support

9.1 Updates

The Company may provide updates, patches, or other modifications to the Software (“Updates”). These Terms apply to all such Updates unless the Update is accompanied by a separate license, in which case the terms of that license will govern.

9.2 Compatibility

You acknowledge and agree that these Updates may not be backward compatible with previous versions of the Software. You are responsible for ensuring your use of the Software is compatible with the latest available version.

9.3 Support

The Company is not obligated to provide any maintenance or support for the Software. However, the Company may offer maintenance or support services at its discretion.

10. General

10.1        Changes

These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on the Site or through your Account. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our sending of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice regardless of receipt. 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 (if applicable) 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 the Services. Continued use of the Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

10.2 Export Compliance

The Software and related technology are subject to United States export controls and sanctions laws, including but not limited to the U.S. Export Administration Regulations (EAR) and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations. For users outside of the United States, you agree to comply with any local export control and sanctions laws that may apply. You agree to comply with all applicable export control and sanctions laws and regulations, including end-use restrictions, end users, and destinations. You represent and warrant that you are not located in, under the control of, or a national or resident of any country or territory that is subject to U.S. government embargoes or sanctions, including but not limited to Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine.

10.3        Disclosures

Company is located at the address set forth above. 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.

10.4        Electronic Communications

The communications between you and Company use electronic means, whether you use the Services or send us emails, or whether Company posts notices via the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

10.5        Entire Terms; Construction; Severability; Assignment

These Terms constitute the entire agreement between you and us regarding the use of the Services and Software. 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, for any reason, 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 Company 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 Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

10.6        Copyright/Trademark Information

Copyright © 2022, DIMENSION X, INC. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed in connection with any Services are our property or the property of other third parties. 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.

10.7 Force Majeure

The Company shall not be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters (such as floods, fires, earthquakes, or explosions), war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; embargoes or blockades; national or regional emergencies; pandemics; strikes, labor stoppages, slowdowns, lockouts, or other industrial disturbances; shortages of labor or materials; power outages, server, telecommunications, storage, or transportation failures; government actions, including the imposition of export or import restrictions or complete or partial government shutdowns (each, a “Force Majeure Event”).