TERMS and CONDITIONS

Last Updated on November 20th, 2024

Cette entente, ainsi que toutes les politiques et tous documents y étant rattachés, ont été rédigés en anglais selon la volonté expresse des parties, les parties reconnaissant avoir d’abord pris connaissance de sa version française disponible sur la page suivante de notre site internet: Conditions générales d’utilisation

General Terms

These terms and conditions (the "Terms & Conditions”) are a contract between you and 9327-2920 QUÉBEC INC., doing business under the names Intelligence Artificielle PHAiTO / PHAiTO Artificial Intelligence, a legal person incorporated under the Business Corporations Act (Quebec) (referred to in these Terms & Conditions as "PHAiTO", "us", "we" or "our"), having its head office at 5524, Saint-Patrick Street, Suite 333, Montreal, Quebec, H4E 1A8, Canada, and the provider of the PHAiTO.com website (the "Website") and the following services accessible from the Website :

· We deliver expert photo editing instantly and offer powered colour correction for Adobe Lightroom using artificial intelligence, carefully calibrated by professional editors;

· We offer a downloadable desktop app to improve professional photo editing process and save precious time (the "App");

· We offer multiple looks to cater to different preferences and styles through photo catalogs;

· Edits are applied automatically to your photos our proprietary photo editing platform, including, without limitation, Adobe Lightroom, and other platforms which may me compatible with our service, as specified on the Website;

(which are collectively referred to in these Terms & Conditions as the "PHAiTO Services”).

The Terms & Conditions are only binding PHAiTO to photography professionals and businesses. For more clarity, the Terms & Conditions and PHAiTO Services are not intended for consumers. In these Terms & Conditions, "you" refers both to you as an individual and to the entity you represent.

We have updated our Terms & Conditions to provide you with complete transparency into what is being set when you visit our Website and how it is being used. By using our Website or App, registering an account, or making a Purchase (as defined below), you hereby consent to and agree to be bound by our Terms & Conditions. These Terms & Conditions apply to the entire Website, the App, and any email or other type of communication between you and PHAiTO. These Terms & Conditions also incorporate by reference our Privacy Policy and, by accepting these Terms & Conditions, you confirm that you have read this policy and agree to comply with it.

If you do not agree to these Terms & Conditions, please do not use the Website, the App or PHAiTO Services.

License

PHAiTO grants you a revocable, non-exclusive, non-transferable, limited license to download, install and use the App strictly in accordance with the Terms & Conditions.

If you are accessing the App by the Free Trial (as defined below), your access to the App will be limited to no more than 1000 edits in your photo catalog.

You are solely responsible for having or obtaining adequate computer equipment to access PHAiTO Services.

Purchases

If you wish to purchase PHAiTO Services or Credit Packages ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, and your billing address.

You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) you use in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete. By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchase. We reserve the right to refuse or cancel your order at any time for certain reasons including but not limited to: service unavailability, errors in the description or price of the product or service displayed on the Website, error in your order. We also reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected. We will not be held responsible or liable for any failure for the Purchase to complete, or any resulting loss or damages to you.

The prices for the Service are those indicated on the Purchase order. Please note that all orders will have a minimum charge of $0.50.

Regarding Credit Packages Please note:

Credit Expiration: All purchased credits are valid for 365 days from the purchase date. Any unused credits will expire automatically at the end of this period and cannot be reinstated.
Non-Refundable Credits: Credit purchases are generally non-refundable. However, as a courtesy, we offer an option to refund 50% of the remaining credit balance if requested within the first 90 days from the date of purchase. After this period, all credits become fully non-refundable.
Account-Specific Usage: Credits are assigned to the purchaser’s PHAiTO account and are non-transferable. They cannot be shared, transferred, or gifted to other accounts.
Discount Restrictions: Purchased credits are already discounted and cannot be combined with other promotional offers, discounts, or incentives.

To pay for the Services, you will be redirected to an external transactional platform (Paypal or Stripe), accepting the following credit cards: MasterCard, Visa and American Express. For the purposes of this payment, you will be subject to the terms of use of this external transactional platform.

Content

PHAiTO Services allows you to upload, have modified, and/or otherwise make available certain information related to photographic material ("Content").

You grant us, and our partners, the right and license to use and modify such Content for PHAiTO Services.

We reserve all rights to block or remove Content that we determine to be: (a) illegal, abusive, defamatory, or obscene; (b) fraudulent, deceptive, or misleading; (c) in violation of a copyright, trademark or other intellectual property right of another person or; (d) offensive or otherwise unacceptable to us in our sole discretion.

You acknowledge that, by providing you with the ability to view and distribute user-generated third-party content on PHAiTO Services, we are merely acting as a passive conduit for such distribution and we are not undertaking any obligation or liability relating to any such third-party content or activities.

Refund Policy

Subject to the Terms & Conditions herein, PHAiTO is committed to client satisfaction, and will issue a full refund should the edits be unusable, including if edits are substandard as per the service provided, or if the edits are not applied to the images, or if the application stop functioning. A verification process is required in order to issue a refund.

Refunds for Credit Packages are subject to the following conditions:

Credit purchases are non-refundable. However, within the first 90 days from the purchase date, a refund of 50% of the remaining credit balance may be issued upon request. After 90 days, all credits become fully non-refundable.

IMPORTANT NOTE TO KEEP IN MIND :

Every PHAiTO account comes with a completely free, 1000 image trial (the “Free Trial”). This Free Trial will show you what kind of results you should expect from PHAiTO’s artificial intelligence editing. We encourage you to use the Free Trial on a variety of images, so you can have a good sense of how it will fit into your workflow.

Restrictions

You agree not to, and you will not permit others to:

· Use the App for any unlawful purpose or induce or participate in unlawful acts perpetrated by third parties. You are solely responsible for compliance with local laws, if and to the extent local laws are applicable;

· License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the App or make the App available to any third party;

· Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the App;

· Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of PHAiTO or its affiliates, partners, suppliers or the licensors of the Website and/or the App;

· Create more than one (1) user account in order to take advantage of the Free Trial offering. Such accounts will be notified and suspended.

We reserve the right to suspend or otherwise prevent your use of the App if you fail to comply with these Terms & Conditions. You acknowledge and agree that if PHAiTO disables access to your account, you may be prevented from accessing PHAiTO Services, your account details or any files or other materials which are contained in your account.

Accounts

When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms & Conditions, which may result in immediate termination of your account for PHAiTO Services. You are responsible for safeguarding the password that you use to access PHAiTO Services and for any activities or actions under your password, whether your password is with PHAiTO Services or a third-party service.

You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

The exchange of personal and confidential information (password, address, etc.) between the Website and your browser is protected by data encryption technology (TLS 1.2, AES 256 bits, or equivalent). We will make commercial reasonable efforts to ensure that your personal and confidential data exchanged between you and the Website will not be intercepted or altered in a fraudulent manner.

Links to Other Websites and Third-Party Services

This Terms & Conditions applies only to PHAiTO Services.

We 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 not operated or controlled by PHAiTO (the "Third-Party Services").

You acknowledge and agree that PHAiTO shall not be responsible for any Third-Party Services, including their content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. PHAiTO does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.

Please remember that when you use a link to go from PHAiTO Services to another website, our Terms & Conditions are no longer in effect. Your browsing and interaction on any other website, including those that have a link on our App, is subject to that website’s own rules and policies. Such third parties may use their own cookies or other methods to collect information about you. We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.

Third-Party Services and links thereto are provided solely as a convenience to you; you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

Cookies

PHAiTO uses "Cookies" to identify the areas of our Website that you have visited. A Cookie is a small piece of data stored on your computer or mobile device by your web browser. It is used to identify your browser, provide analytics, and remember information about you such as your language preference or login information. We use Cookies to enhance the performance and functionality of our Website but are non-essential to its use. However, without these Cookies, certain functionality like videos may become unavailable or you would be required to enter your login details every time you visit the Website as we would not be able to remember that you had logged in previously. Most web browsers can be set to disable the use of Cookies. However, if you disable Cookies, you may not be able to access functionality on our Website correctly or at all. We never place personally identifiable information in Cookies.

Updates to Our Website and App

PHAiTO may from time to time provide enhancements or improvements to the features/functionality of the Website and the App, which may include patches, bug fixes, updates, upgrades and other modifications (the "Updates").

Updates may modify or delete certain features and/or functionalities of the Website and/or the App. You agree that PHAiTO has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Website and/or the App to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Website and/or the App, and (ii) subject to the Terms & Conditions.

Intellectual Property

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

You accept that we will use statistical data if the Content you provide and the values of correction made as part of PHAiTO Services to train algorithms and to develop models (including through neural network techniques), which may be used to provide services to third parties. We can also have access to and collect thumbnails (anonymized low-resolution images), photos, and photo catalogs for research and development purposes, including sharing them with our partners with whom we develop new technologies. Any data or software arising from such training shall be our sole property.

Copyright Infringement Notice

If you are a copyright owner or such owner’s agent and believe any material on our Website or the App 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) 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.

Your Suggestions

In the event that you submit or post any feedback, comments, ideas, creative suggestions, designs, information, advertisements, data or proposals, including ideas for new or improved products, services, features, technologies or promotions (collectively the "Suggestions"), you expressly agree that such Suggestions will automatically be treated as non-confidential and non-proprietary and will become the sole property of PHAiTO without any compensation or credit to you whatsoever. PHAiTO and its affiliates shall have no obligations with respect to such Suggestions and shall be free to use, copy, modify, publish, or redistribute the ideas contained in such Suggestions for any purposes in any medium in perpetuity, including, but not limited to, developing, manufacturing, and marketing products and services using such ideas, without any credit or any compensation to you.

Promotions

PHAiTO may, from time to time, include contests, promotions, sweepstakes, or other activities (“Promotions”) that require you to submit material or information concerning yourself. 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. You are responsible to read all Promotions rules to determine whether or not you are eligible to participate. If you enter any Promotion, you agree to abide by and to comply with all these Promotions rules.

Typographical Errors

In the event a product and/or service is listed at an incorrect price or with incorrect information on our Website due to typographical error, we shall have the right to refuse or cancel any Purchase order placed for the product and/or service listed at the incorrect price. We shall have the right to refuse or cancel any such order whether or not the Purchase order has been confirmed and your credit card charged. If your credit card has already been charged for the Purchase and your order is canceled, we shall immediately issue a credit to your credit card account or other payment account in the amount of the charge.

Indemnification

You agree to indemnify and hold harmless PHAiTO, its principals, officers, directors, representatives, employees, contractors, licensors, licensees, suppliers, and agents, from and against any claims, damages, losses, obligations, costs (including reasonable attorney and professional fees), actions or demands arising from (a) any breach of your obligations herein, (b) any Content you post on, or upload to, PHAiTO Services; or (c) any negligent or illegal conduct by you and any person or entity accessing PHAiTO Services on your account.

Limitation Of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PHAiTO, ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, SHALL NOT BE LIABLE FOR ANY INDIRECT LOSS OR DAMAGE (INCLUDING INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES OR SIMILAR CONCEPTS UNDER ANY LEGAL THEORY, AND INCLUDING WITHOUT LIMITATION, ECONOMIC LOSS, LOSS OR DAMAGE TO ELECTRONIC MEDIA OR DATA, GOODWILL OR OTHER INTANGIBLE LOSSES) RESULTING FROM (A) YOUR ACCESS TO OR USE OF PHAiTO SERVICES; (B) YOUR INABILITY TO ACCESS OR USE PHAiTO SERVICES; (C) ANY CONDUCT OR CONTENT OF ANY THIRD-PARTY ON OR RELATED TO PHAiTO SERVICES; OR (D) THE UNAUTHORIZED ACCESS TO, USE OF OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

NOTWITHSTANDING ANY DAMAGES THAT YOU MIGHT INCUR, THE ENTIRE LIABILITY OF PHAITO AND ANY OF ITS SUPPLIERS UNDER ANY PROVISION OF THE TERMS & CONDITIONS AND YOUR EXCLUSIVE REMEDY FOR ALL OF THE FOREGOING SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR PHAiTO SERVICES.

Disclaimer And Non-Waiver of Rights

PHAiTO MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND AS REGARDS THE APP AND ASSOCIATED TECHNOLOGY. YOUR USE OF PHAiTO SERVICES IS AT YOUR SOLE RISK, AND PHAiTO SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, PHAiTO SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE.

PHAiTO, ITS SUBSIDIARIES, AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT (A) PHAiTO SERVICES WILL FUNCTION UNINTERRUPTED, SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY AND ALL ERRORS OR DEFECTS WILL BE CORRECTED; (C) PHAiTO SERVICES ARE IMMUNE TO COMPUTER VIRUSES AND OTHER MALWARE; OR (D) THE RESULTS OF USING PHAiTO SERVICES WILL MEET YOUR REQUIREMENTS.

NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY PHAITO OR ANY OF ITS AFFILIATES, EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, OR THE LIKE WILL CREATE A WARRANTY.

Term and Termination

The Terms & Conditions shall remain in effect until terminated by you or PHAiTO in accordance with these Terms & Conditions.

We may terminate or suspend access to PHAiTO Services immediately, without prior notice or liability, if you breach the Terms & Conditions. All provisions of the Terms & Conditions shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination, your right to use PHAiTO Services will immediately cease. If you wish to terminate your account, you may simply discontinue using PHAiTO Services and close your account.

We may also terminate without liability PHAiTO Services at any time, upon a two (2) day notice, at our sole discretion.

Without limiting the generality of the foregoing, we may terminate PHAiTO Services if any agreement between PHAiTO and a main partner whose services are an essential condition to the delivery of PHAiTO Services under these Terms & Conditions ("Main Partner") is terminated, upon a two (2) day notice to that effect. Notwithstanding the foregoing, the Terms & Conditions shall remain in effect, provided that an alternative service of comparable capacity to that provided under the terminated agreement between PHAiTO and the Main Partner is made available to the parties at the same time.

Termination of the Terms & Conditions will not limit any of PHAiTO’s rights or remedies at law or in equity in case of breach by you (during the term of the Terms & Conditions) of any of your obligations under the Terms & Conditions.

Miscellaneous

The Terms & Conditions, together with the Privacy Policy and any other legal notices published by PHAiTO on PHAiTO Services, shall constitute the entire agreement between you and PHAiTO concerning your use of the Website, the App and PHAiTO Services, and supersedes all prior and contemporaneous written or oral agreements between you and PHAiTO.

Additional terms and conditions may apply to purchases of goods or services on or through PHAiTO Services, which terms and conditions will be provided to you by PHAiTO at the time of such use or purchase and which are made a part of the Terms & Conditions by this reference. In the event of a conflict between the Terms & Conditions and any applicable purchase or other terms, the Terms & Conditions shall govern.

The section headings used in the Terms & Conditions are for convenience only and will not be given any legal import.

These Terms & Conditions shall be governed exclusively by the laws applicable in the Province of Quebec, without reference to conflict of laws provisions.

You agree that any dispute arising from these Terms & Conditions shall be exclusively decided by the courts of the Province of Quebec.

If any provision of the Terms & Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms & Conditions, which shall remain in full force and effect.

No modification or waiver of these Terms & Conditions, for you specifically or in general, shall be binding to us unless either published on our Website or signed by an officer of PHAiTO.

We may change these Terms & Conditions and our policies from time to time (i) to reflect changes to PHAiTO Services or how we do business, and (ii) for legal, regulatory, or security reasons, or (iii) to prevent abuse or harm to us or to third parties. If we materially change these Terms & Conditions during the execution of a Purchase, we will provide you with reasonable advance notice and the opportunity to review the changes; if you do not agree to the new terms, you should stop using PHAiTO Services. You must read the Terms & Conditions each time you make any new Purchase, as the Terms & Conditions may change at any time between Purchases. If we decide to change our Terms & Conditions, we will post those changes on this page, and/or update the Terms & Conditions modification date above.

If you breach any of these Terms & Conditions and we choose not to immediately act, or chooses not to act at all, we will still be entitled to all rights and remedies at any later date, or in any other situation where you breach these Terms & Conditions.

We shall not be responsible for any purported breach of these Terms & Conditions caused by circumstances beyond its control, including, without limitations, for any cyber security incident limiting our ability to provide PHAiTO Services in a timely fashion.

A person who is not a party to these Terms & Conditions shall have no rights of enforcement. You may not assign, sub-license or otherwise transfer any of your rights under these Terms & Conditions.

These Terms & Conditions, and all related policies and documents, have been written in English at the express wish of the parties, the parties acknowledging having first read the French version available on the following web page: Termes et conditions.

Don't hesitate to contact us if you have any questions.

· Via Email: hello@phaito.com

· Via Phone Number: 1 888 351-6731