DXM

Gen AI Design Software Platform and Professional Services

Introduction
Thank you for visiting dxm.com. DXM ("design x machine company"), a orporation organized under the laws of the state of Delaware and registered in the state of Oregon, provides Artificial Intelligence (“AI”) design expertise and creative services (“Services”) for agencies, startups, and innovators.

This Terms of Use Agreement (“Terms”, “Terms of Use”, Terms of Service”) governs your use of DXM web pages located at https://www.dxm.com (“Website”) and all media, channels, mobile sites or mobile applications related, linked or otherwise connected thereto. The Terms constitutes a legally binding agreement by and between DXM and the user, whether personally or on behalf of an entity (“Client”, “the Client”). Failure to agree and adhere to all terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between the Client and DXM shall cease and be of no further force and effect between the parties, except that any obligation of the Client to pay DXM for Services shall remain and continue to be an ongoing obligation owed by Client to DXM.

DXM's Privacy Policy also governs use of our Website and Services and explains how we collect, safeguard, and disclose information that results from  use of our Website. Your agreement with us includes the Terms and Privacy Policy (“the Agreements”). You should read the Agreements carefully, because by indicating acceptance or by otherwise using the Services, you are entering into a legally binding agreement with DXM.

You acknowledge that you have read and understood the Terms and consent to them. The Terms apply to all visitors, users, and others who wish to access or use our Services. If you do not agree to the Terms, you may not use the Services. Please let us know by emailing at info@dxm.com so we can try to find a solution.

AI Creative Services
DXM provides Services that utilize AI technology and tools to generate content, which may include, but is not limited to, text, images, or other media. These Services are intended to assist users in the creation and generation of content based on their inputs and preferences. The Client acknowledges and agrees that the generative AI Services are provided on an "as-is" and "as-available" basis. While DXM strives to provide accurate and reliable results, we do not guarantee the accuracy, completeness, or reliability of the generated content. The performance and availability of the generative AI Services may be subject to limitations and delays inherent in AI technology and external factors beyond DXM's control.

It is important to note that the generative AI Services are not intended to replace professional judgment or human creativity. The content generated by the AI is a result of algorithms and computational processes, and it is the Client’s responsibility to review, verify, and validate the generated content before using it for any purpose. DXM does not assume any responsibility or liability for the consequences of relying solely on the content generated by the AI.

DXM reserves the right to modify, suspend, or discontinue any aspect of the generative AI Services at any time without prior notice. DXM may also impose limitations on certain features or restrict access to the Services without liability or obligation to provide a reason. By using the generative AI Services, you acknowledge that DXM does not provide any guarantees or warranties, whether express or implied, regarding the functionality, accuracy, or availability of the Services. Client is responsible for reviewing, verifying, and validating AI generated content before using it for any purpose. Client agrees to use the generative AI Services at their own risk and to exercise caution and common sense in the interpretation and utilization of the generated content. 

Intellectual Property
Unless otherwise indicated, the Website is the property of DXM and all source code, databases, functionality, software, designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by DXM and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without express prior written permission from DXM. DXM reserves all rights in the Website, Content and Marks.

Ownership of Materials
All design and original source files created on the Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that the operation of law would cause DXM to become the owner of a Project, in whole or in part, rather than Client, DXM irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to DXM as examples or as reference material to be incorporated into a project during the design process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity.

The Client acknowledges that any content generated by the AI may be subject to copyright or other intellectual property protection. The Client agrees that Client will not use the generated content in any manner that infringes or violates the intellectual property rights of any third party. DXM does not claim ownership over content generated by the AI, and Client retains all rights to the content generated using the generative AI Services.

The AI Services provided by DXM may generate or produce content, including but not limited to text, images, or other media. The Client acknowledges and agrees that any content generated by AI remains the sole responsibility of the Client. DXM does not assume any ownership or control over the generated content. You further understand and accept that DXM does not guarantee the accuracy, completeness, or legality of the generated content. Client is solely liable for any consequences that may arise from the use, distribution, or reliance on the generated content. DXM reserves the right to impose restrictions or guidelines on the use of generated content, and may, at its discretion, remove or refuse to generate certain types of content.

By using the generative AI Services provided by DXM, you are granted a limited, non-exclusive, non-transferable license to access and use the generative AI technology for the sole purpose of generating content in accordance with these Terms. Use of the AI Services does not grant Client any ownership rights or the right to sublicense, reproduce, distribute, modify, or reverse engineer the AI technology.

Third-Party Media (Fonts or Stock Licenses)
In the event that any Project incorporates fonts or stock media that are not owned by DXM  (“Third-Party Media”) and require a commercial license in order for the Client to legally reproduce, distribute, or publicly display the Project, DXM will inform the Client in writing that one or more Third-Party Media have been incorporated into the Project and that Client will need to purchase one or more licenses for the Third-Party Media from the rights-holder(s) of said Third-Party Media in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for the Client to identify which licenses are required along with contact info for purchase of said license(s). The Client assumes all responsibility for any consequences that result from failure by Client to purchase one or more licenses for any Third-Party Media incorporated into a Project.

User Representations
If you register as a User or otherwise use the Services, you represent and warrant to DXM that: (a) you are of legal age to form a binding contract; (b) you will provide DXM with accurate, current and complete registration information; and (c) your registration and your use of the Services is not prohibited by law. You are responsible for your own registration and all use of the Services under it. Sharing passwords with any other person or using another user's account is not permitted.

Prohibited Uses
The Client shall not access or use the Website for any purpose other than that for which the Website is made available to Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by DXM on behalf of Client. The Client shall comply with all rules for the use of the Services set out below. Client shall not:

• (a) use, upload, post, distribute or transmit, any Content in violation of, or in connection with any violation of, any local, state, national or international laws;
• (b) impersonate any person or entity, or forge or manipulate headers to disguise the origin of any Content;
• (c) except as otherwise permitted by this Agreement, harvest or otherwise collect information about others, including email addresses, without their consent;
• (d) post any "spam" or launch any automated system, including without limitation "robots", "spiders" or "offline readers"; or
• (e) engage in any other conduct that interferes with the Services or that restricts or inhibits any other person from using or enjoying any User Content, or the Services, or which, in DXM’s sole judgment, exposes DXM or any of its officers, directors, employees or agents to any liability or detriment of any type.
  

The Client shall not submit, post, upload to, distribute through or otherwise use in connection with the Services any Content that:

• (a) is libelous, vulgar, defamatory, threatening, abusive, scandalous, obscene, pornographic or unlawful or that encourages a criminal offense;
• (b) contains material from other copyrighted works without the written consent of the owner of such copyrighted material, other than reasonable excerpts permitted under the copyright doctrine of fair use;
• (c) infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party;
• (d) contains any statement, formula, direction, recipe, prescription, diagrams, images or other matter that involves a reasonably foreseeable risk of injury or damage to the material's readers or others;
• (e) promotes any goods or services of any competitors to DXM, or encourages any other users of the Service to become users or Users of any such competitors; or
• (f) contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.

Oversight
DXM reserves the right to monitor the Services to ensure compliance with these Terms of Use and applicable laws, statutes, or regulations. In the event of a violation, DXM may take appropriate legal action. Additionally, DXM retains the authority to restrict or deny access to the Services or disable the Client's use of it. This may occur in cases of non-compliance with the Terms of Use, unauthorized access attempts, or suspicious activity. Decisions related to the management of the Services will be made at the sole discretion of DXM, with the aim of protecting DXM's rights and property while respecting user privacy and data protection.

Accounts
To benefit from the Services, Users must subscribe and create an Account. Users are solely responsible for safeguarding their account credentials. As such, Users undertake to keep them confidential and not to disclose them in any form whatsoever. Users are fully responsible for safeguarding the confidentiality of their password. In this regard, Users must ensure, at the end of each session, that they have effectively logged out of the Website and/or the Application, particularly when accessing the Website from a public computer.

DXM does not have control over the accuracy or reliability of information provided by Users and therefore cannot be held responsible for any consequences resulting from the provision of incomplete or incorrect information. Users who discover that another person has used their identity to use the Services must inform DXM immediately at the following address: info@dxm.com.

In the event that a User provides false, inaccurate, erroneous, outdated, incomplete, misleading or deceptive information, DXM may immediately, without notice or compensation, suspend or terminate that User’s Account and temporarily or permanently deny him access to the Website and/or to the Services.

Moreover, DXM may not, under any circumstances, be held liable in case of non-performance and/or partial performance of the subscription in relation to the provision of information of that nature.

Registered Users may decide to disable their Account whenever they deem it to be appropriate, in accordance with the terms stipulated in the Agreements.

Subscriptions
Applicable fees for the use of the Services are displayed in US dollars (with taxes, if applicable).

Access to DXM Services are billed on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the type of subscription plan you select when purchasing a Subscription.

At the end of each Billing Cycle, the Client's Subscription will automatically renew under the exact same conditions unless Client cancels it or DXM cancels it. Client may cancel  Subscription renewal either through online account management or by contacting DXM.

A valid payment method, including credit card, is required to process the payment for your subscription. You shall provide DXM with accurate and complete billing information including full name, address, state, zip code, and a valid payment method information. By submitting such payment information, you automatically authorize DXM to charge all Subscription fees incurred through your account to any such payment instruments.

Should automatic billing fail to occur for any reason, DXM will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee Changes
DXM, in its sole discretion and at any time, may modify Subscription fees for the Subscriptions. Any Subscription fee change will become effective at the end of the then-current Billing Cycle.

DXM will provide the Client with a reasonable prior notice of any change in Subscription fees to provide an opportunity to terminate Subscription before such change becomes effective. Continued use of Service after Subscription fee change comes into effect constitutes the Client's agreement to pay the modified Subscription fee amount.

Billing and payments
Subscription plans and addons are payable by credit or debit card (Visa, Discover Card, Mastercard, American Express). The Client’s card number and expiry date are entered on an encrypted server which ensures the security and confidentiality of the data.

DXM cannot be held liable in case of fraudulent use of the payment methods used.
Upon receipt of the subscription and/or options request, a request to debit the bank account will be sent to the paying agency. The subscription and/or options will be regarded as being concluded upon receipt of the authorization to debit the account from the paying agency.

Non-payment/Late payment
If the bank rejects a card transaction or a different payment method is refused, the subscription and/or options will not be final and the Client shall be responsible for contacting DXM to pay for the subscription and/or options using another payment method.

In addition, if necessary, DXM reserves the right to suspend or cancel the subscription and/or the options without being held liable. Where applicable, payments to be made up to the anniversary date of the subscription and/or of the options will be payable immediately.

Returns, Refunds, Cancellations
DXM reserves the right to deny refunds based on its own self discretion and without notice or liability to Client. Refund requests are assessed on a case-by-case basis. Should the Client request a refund during the first month of use, all materials produced by DXM are prohibited from being used by the Client in any way.

If a refund is deemed to be appropriate, there will be a 25% fee assigned to the remaining billable period.

As DXM and the Client act within the framework of the Terms as professionals, the Client acknowledges and accepts that they have no right of withdrawal. DXM reserves the right to take appropriate legal actions against the Client for breach of this paragraph.

However, DXM reserves the right to exceptionally grant refunds to Client, if the Client asks to cancel its subscription:

• Within seven (7) days of the subscription date for a monthly subscription;
  

• Within thirty (30) days of the subscription date for an annual subscription.
  

Cancellation requests when renewing the subscription are also accepted if they are issued to and received by DXM under the same conditions as those set out above, namely:

• Within seven (7) days of the anniversary date of the subscription renewal for a monthly subscription;
  

• Within thirty (30) days of the anniversary date of the subscription renewal for an annual subscription;
  

• Cancellation requests that satisfy the aforementioned conditions will result in a full refund of the Client’s subscription.
  
  If the aforementioned conditions are not satisfied, the cancellation requests will be taken into account by DXM but no refund will be given to the Client.
  
  The Client is able to issue a cancellation request for its option/options at any time. The option/options will terminate on the subscription anniversary date of the option concerned. However, the Client acknowledges and accepts that no refund will be given for the cancellation of option/options.
  

As soon as a Client stops paying for its subscription, access to the Services is disabled.

Modification
DXM reserves the right to withdraw or amend our Services, and any service or material we provide via Service, at our sole discretion without notice and without liability to Client. We will not be liable if for any reason all or any part of Service is unavailable at any time or for any period.

We may amend Terms at any time by posting the amended Terms on this site. It is Client's responsibility to review these Terms periodically. Your continued use of the Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page so you are aware of any changes, as they are binding.

By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms.

Connection Interruptions
DXM does not guaranty or warrant the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond DXM control. The Client agrees that DXM shall not be liable to Client for any loss, damage or inconvenience caused by Client’s inability to access or use the Website during any interruption in the connection or service.

Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Oregon without regard to conflict of law principals.

Litigation
Any legal action of whatever nature shall be brought in the state courts of Deschutes County, Oregon or in the United States District Court for the District of Oregon. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms.

Disclaimer
The Website is provided on an as-is, as-available basis. The Client agrees that its use of the Website and Services are at Client’s sole risk. DXM disclaims all warranties, express or implied, in connection with the Website and Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. DXM makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website and DXM assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of DXM’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website. DXM does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party either through the Website, a linked website or any website or mobile application featured in any advertising.

Limitation of Liability
DXM and its officers, directors, employees, agents, independent contractors, and affiliates shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, or exemplary damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of the Website or Services. Client agrees to defend, indemnify and hold harmless, DXM and its subsidiaries, affiliates and all respective officers, members, partners, employees, agents, and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, DXM reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify DXM hereunder. Client agrees to cooperate with the defense of such claims.

Client expressly understands and agrees that the Client utilizes the Services at their own risk and that DXM, its officers, directors, employees, agents, independent contractors, and affiliates shall not be liable for any direct, indirect, incidental, consequential, or exemplary damages, including but not limited to damages for loss of profits, data, or other intangible losses, arising out of or in connection with Client use or inability to use the generative AI Services provided by DXM. This limitation of liability applies to all claims, whether based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, even if DXM has been advised of the possibility of such damages. In no event shall DXM's total liability to Client for all damages, losses, or causes of action exceed the amount paid by Client, if any, for accessing or using the generative AI Services.

The Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website and Service. DXM shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against DXM from any such loss or corruption.

Electronic Communications
The Client hereby consents to receive electronic communications from DXM and Client agrees that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. The Client hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by DXM or through the Website. The Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.

By creating an Account, you agree to subscribe to newsletters, marketing or promotional materials and other information we may send. However, you may opt out of receiving any, or all, of these communications from us by following an unsubscribe link or by emailing us.

Confidentiality of Design Work
DXM reserves to right to share design work on digital channels including social media, web, etc. unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and DXM, which in turn would void the right of DXM to share or discuss Client's work publicly.

Miscellaneous
These Terms and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and DXM. Failure of DXM to enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision or part of these Terms is determined to be unlawful, void, or unenforceable, that provision shall be severed from these Terms but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment, or agency relationship between the Client and DXM.

Waiver and Severability
The Terms constitute the entire agreement between the Client and DXM with regard to the use of the Website and Services in general.

The Terms govern all usage of the Services by Client, subject to the application of additional or specific terms and conditions of use governing certain Services for which Client must give their express consent.

In general, if one or more provisions of the Terms are held invalid pursuant to a law, regulation or following a final decision by a court with jurisdiction, the other provisions shall retain their full force and scope and shall remain valid and applicable. The same principles will apply in case of incomplete provisions.

If DXM does not invoke, at any given time, any of the provisions of the Terms, this fact may not be interpreted as a waiver of the right to invoke these provisions at a later date.

AI Ethics
AI has enormous potential to create opportunities and efficiencies for business Clients. There are a few things DXM can do as a design agency to establish trust in our AI efforts. We are open to adding more as standards and best practices become available.

1. DXM pledges to uphold and support the Universal Declaration of Human Rights. An essential part of this is prohibiting discrimination and harassment of humans based on personal factors, such as race, ethnicity, religion, age, and gender.
   
2. DXM regularly audits and assesses to identify and fix biases created by generative AI which may disproportionately affect certain groups or individuals.
   
3. DXM aims for transparency and provides Clients with access to all sources and prompts upon request.
   
4. DXM encourages all team members to stay updated on ethical considerations and emerging best practices in AI. DXM provides training and resources to raise awareness of AI ethics issues and promote responsible AI innovation.
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Contact Information
‍For questions, feedback, comments, or requests, please contact DXM by email at: info@dxm.com.

DXM
design x machine company™
info@dxm.com

Last updated: 6/8/2023

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