Terms of Service

Table of content

1. About clasifai.com

• Welcome to Clasifai. The Website generates descriptive tags and attributes and provides product recommendations through visual search analysis. (the ‘Services’).
• Access to and use of the Website, or any of its associated Products or Services, is provided by Clasifai. Please read these terms and conditions (the ‘Terms’) carefully. By using, browsing, and/or reading the Website, this signifies that you have read, understood, and agree to be bound by the Terms. If you disagree with the Terms, you must cease usage of the Website or any of Services.
• Clasifai reserves the right to review and change any of the Terms by updating this page at its sole discretion. When Clasifai updates the Terms, it will use its reasonable endeavors to provide you with a notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of their publication. Before you continue, we recommend you keep a copy of the Terms for your records.

2. Representations

By using this Site, you represent and warrant that:

• You have the legal capacity and you agree to comply with these Terms.
• You will not access this Site through automated or non-human means, whether through a bot, script, or otherwise.
• You will not use this Site for any illegal or unauthorized purpose.
• Your use of this Site will not violate any applicable law or regulation.
• You will not use this Site in any way that would violate the intellectual property rights of any third parties, including without limitation, by uploading or otherwise utilizing any protected works in your access to and use of this Site without sufficient permission or otherwise in any unauthorized fashion.

3. Subscription to use the Services

3.1 For some parts of Services, you must first purchase a subscription through the Website (the ‘Subscription’) and pay the applicable fee for the selected Subscription.
3.2 In purchasing the Subscription, you acknowledge and agree that it is your responsibility to ensure that the Subscription you elect to purchase is suitable for your use.
3.3 Once you have purchased the Subscription, you will then be required to register for an account through the Website before you can access the Services.
3.4 As part of the registration process, or as part of your continued use of the Services, you may be required to provide personal information about yourself including:
- • Email address;
- • Preferred username;
- • Mailing address;
- • Telephone number;
- • Full name; and
- • Payment details.
3.5. You warrant that any information you give to Clasifai in the course of completing the registration process will always be accurate, correct, and up to date. Clasifai is not liable for any intentional or inadvertent error made on the information provided by you to Clasifai.
3.6. Failure to provide Clasifai with accurate information and failing to maintain the information currently at all times, constitutes a breach of the Terms and may result in immediate termination of your account.
3.7. You are responsible for safeguarding the password that you use for access to the Services and for any activities or actions under your password, whether your password is with our Service or a third-party service.
3.8. You agree not to disclose your password to any third party. You agree to be fully responsible for activities that relate to your account or your password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
3.9. Once you have completed the registration process, you will be a registered member of the Website (‘Member’) and agree to be bound by the Terms. As a Member, you will be granted immediate access to the Services from the time you have completed the registration process until the subscription period expires (the ‘Subscription Period’).
3.10. At the end of each Subscription Period, your Subscription will be automatically renewed under completely identical conditions unless you change or cancel your Subscription. Clasifai may also change the terms of or cancel your Subscription.
3.11. You may cancel your Subscription renewal either through your online account management page or by contacting the Clasifai Customer Support team.
3.12. You may not use the Services and may not accept the Terms if:
- a. You are not of legal age to form a binding contract with Clasifai, or
- b. You are a person barred from receiving the Services under the laws of the Republic of India or other countries including the country in which you are resident or from which you use the Services.

4. Invoicing and Payment

4.1 Generally Pricing, invoicing, and payment shall be in accordance with the Order Form.
4.2 Payment and remedies for late payment
- a. The Customer shall pay Clasifai in full within the period stated in the Order Form, such period commencing on the date of issuance of Clasifai’s invoice to the Customer (the ‘Due Date’).
- b. If any sum payable under this Agreement is not paid by the Due Date then (without prejudice to Clasifai’s other rights and remedies) Clasifai reserves the right to suspend any or all of the Clasifai Services and to charge interest on the overdue sum from the Due Date to the date of actual payment (both before and after any judgment) at the lesser rate of 1.5% percent per month or the maximum rate permitted by law. In addition, the Customer shall be liable for any and all costs incurred by Clasifai in the collection of any overdue amounts and accrued interest, including attorney’s fees and court costs, which the Customer shall pay to Clasifai upon demand.
- c. If for any reason any amount becomes owing to Customer by Clasifai, Clasifai shall be entitled to set off such amount against any obligations of the Customer under this Agreement that are not satisfied on or before their Due Date.
4.3 Taxes and charges
- a. All amounts invoiced to the Customer by Clasifai under this Agreement are exclusive of value-added, sales, use, excise, import, and any other applicable tax, duties or other charges (including, without limitation, bank charges incurred by the Customer when making payment to Clasifai), except for taxes based on Clasifai’s net income.
- b. All payments the Customer makes to Clasifai under this Agreement shall be made without any withholding or deduction of any withholding tax or other tax or mandatory payment to government agencies. If the Customer’s country of residence requires the Customer to withhold any taxes on payments made to Clasifai under this Agreement, the sum payable by the Customer upon which such withholding or deduction is based shall be increased to the extent necessary to ensure that, after such withholding or deduction, Clasifai receives and retains, free from liability for such withholding or deduction, a net amount equal to the amount Clasifai would have received and retained in the absence of such required withholding or deduction. The parties shall cooperate with one another in any contest, legal or administrative proceeding related to the validity, payment, or amount of any withholding tax.

5. Fee Changes

Clasifai, in its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions. Any changes made to the Subscription Fee will take effect at the end of the then-current Subscription Period.

Clasifai will provide you with reasonable prior notice of any change in Subscription Fees to give you an opportunity to cancel your Subscription before such change becomes effective. Your continued use of the Service after the Subscription Fee change comes into effect constitutes your agreement to pay the modified Subscription Fee.

6. Refund Policy

Clasifai will only provide you with a refund of the Subscription Fee in the event they are unable to continue to provide the Services or if Clasifai makes a decision, at its absolute discretion, that it is reasonable to do so under the circumstances. Where this occurs, the refund will be in the proportional amount of the Subscription Fee that remains unused by the Member (the ‘Refund’).

7. Termination of Contract

The Terms will continue to apply until terminated by either you or by Clasifai as set out below.

If you want to terminate the Terms, you may do so by :

• Providing Clasifai with 14 days’ notice of your intention to terminate; and
• Closing your accounts for all of the services which you use, where Clasifai has made this option available to you

Clasifai may at any time, terminate the Terms with you if:

• You have breached any provision of the Terms or intend to breach any provision;
• Clasifai is required to do so by law;
• The provision of the Services to you by Clasifai is, in the opinion of Clasifai, no longer commercially viable.

Subject to local applicable laws, Clasifai reserves the right to discontinue or cancel your membership at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Website or the Services without notice if you breach any provision of the Terms or any applicable law or if your conduct impacts Clasifai ’s name or reputation or violates the rights of those of another party

8. Indemnification and limitation of liability

8.1 Indemnification
Each party (the ‘Indemnifying Party’)agrees to fully and effectively indemnify, defend and hold harmless the other party, its related corporations, their officers, directors and employees (each an ‘Indemnified Party’ and, collectively, the ‘Indemnified Parties’) against any and all losses, damages, liabilities, claims, demands (including settlement, costs, charges and expenses and/or portions thereof), suffered or incurred by the Indemnified Parties:

a. Arising directly or indirectly out of or in connection with the performance of the Indemnifying Party’s obligations under this Agreement or any breach of this. Agreement by the Indemnifying Party’s employees, agents or sub‑contractors and/or
b. Arising out of any third party claim in connection with the Indemnifying Party’s use of the Clasifai API and/or the Clasifai Service in any way not contemplated by this Agreement and the Customer hereby agrees to fully and effectively indemnify, defend and hold harmless Clasifai , its related corporations, their officers, directors and employees (each an ‘Indemnified Party’ and, collectively, the ‘Indemnified Parties’) against any and all losses, damages, liabilities, claims, demands (including settlement, costs, charges and expenses and/or portions thereof), suffered or incurred by the Indemnified Parties arising out of any third party claim in connection with the Customer using the Clasifai Underlying Systems in any way not contemplated by this Agreement.

8.2 Maximum liability of the parties
The maximum aggregate liability of a party to the other party under or in connection with this Agreement or relating to the Clasifai API and/or the Clasifai Service and/or the Clasifai Underlying Systems, whether, in contract, tort, breach of statutory duty or otherwise must not exceed an amount equal to the total amount payable by the Customer to Clasifai under the Order Form for the Duration commencing on the Effective Date or, in the case of any renewal of the Term, the total amount payable by the Customer to Clasifai under the Order Form for that renewal Term.

8.3 Unrecoverable loss
Neither party is liable to the other party under or in connection with this Agreement or the Clarifai API and/or a Clasifai Service or Clasifai Services and/or the Clasifai Underlying Systems for any:

a. loss of profit, revenue, savings, business, use, data and/or goodwill or
b. consequential, indirect, incidental or special damage or loss of any kind.

8.4 No liability for the other party’s failure
Neither party will be responsible, liable or held to be in breach of this Agreement for any failure to perform its obligations under this Agreement or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under this Agreement, or by the negligence or misconduct of the other party or its Personnel.

8.5 Mitigation
Each party must take reasonable steps to mitigate any loss or damage, cost, or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with this Agreement.

9. Dispute Resolution

9.1. If a dispute arises out of or relates to the Terms, either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought).

9.2. A party to the Terms claiming a dispute (‘Dispute’) has arisen under the Terms, must give written notice to the other party detailing the nature of the dispute, the desired outcome and the action required to settle the Dispute.

9.3. On receipt of that notice (‘Notice’) by that other party, the parties to the Terms (‘Parties’) must:

• Within 21 days of the Notice endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree;
• If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, the Parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed.
• The Parties are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertaking to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The Parties must each pay their own costs associated with the mediation.
• The mediation will be held in the Republic of India.

9.4. All communications concerning negotiations made by the Parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence.

9.5. Termination of Mediation: If 28 days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either Party may ask the mediator to terminate the mediation and the mediator must do so.

10. Entire Agreement

The Terms constitute the entire agreement between Clasifai and you regarding the Service, and supersede and replace any prior agreements, representations, discussions, negotiations, or any other conversations held between Clasifai and you, Clasifai might have with you regarding the Service.