Updated 3/1/2024

By accessing our website, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. This Terms of Use and Operating Agreement (hereinafter referred to as the “Agreement”) is entered into between KENNA AI, represented by its founders, and any individual or entity accessing or utilizing the artificial intelligence text-to-image generation model provided by KENNA AI (hereinafter referred to as the “Model”). By accessing or utilizing the Model, you agree to be bound by the terms and conditions set forth in this Agreement.

DEFINITIONS

a) “KENNA AI” refers to the founders of the artificial intelligence text-to-image generation model.

b) “Model” refers to the artificial intelligence text-to-image generation model provided by KENNA AI.

c) “User” refers to any individual or entity accessing or utilizing the Model.

LICENSE

a) Subject to the terms and conditions of this Agreement, KENNA AI grants the User a limited, non-exclusive, non-transferable license to access and use the Model solely for the purpose of generating images from text inputs.

b) The User may not sublicense, distribute, sell, or transfer the Model or any part thereof to any third party without prior written consent from KENNA AI.

c) The User acknowledges that the Model is the proprietary and confidential information of KENNA AI and agrees to maintain the confidentiality of the Model.

USE OF THE MODEL

a) The User agrees to use the Model in compliance with all applicable laws, regulations, and this Agreement.

b) The User shall not use the Model to generate images that infringe upon the intellectual property rights of any third party or violate any applicable laws or regulations.

c) The User acknowledges that the Model is an artificial intelligence system and may not always produce accurate or error-free results. The User agrees to use the Model at their own risk and acknowledges that KENNA AI does not guarantee the accuracy, reliability, or quality of the generated images.

d) The User agrees not to use the Model in a manner that could harm, damage, or disrupt the functioning of the Model or KENNA AI’s systems, including but not limited to engaging in any hacking, unauthorized access, or malicious activities.

INTELLECTUAL PROPERTY RIGHTS

a) KENNA AI retains all right, title, and interest in and to the Model, including all intellectual property rights therein.

b) The User acknowledges that any feedback, suggestions, or improvements provided to KENNA AI regarding the Model may be used by KENNA AI without any obligation or compensation to the User.

DISCLAIMER OF WARRANTIES

a) THE MODEL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. KENNA AI DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

b) KENNA AI DOES NOT WARRANT THAT THE MODEL WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM ANY SECURITY BREACHES.

LIMITATION OF LIABILITY

a) IN NO EVENT SHALL KENNA AI BE LIABLE TO THE USER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE MODEL, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.

b) KENNA AI’S AGGREGATE LIABILITY TO THE USER FOR ANY CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY THE USER, IF ANY, FOR THE USE OF THE MODEL.

INDEMNIFICATION

The User agrees to indemnify, defend, and hold harmless KENNA AI, its officers, directors, employees, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with:

a) The User’s use of the Model, including any unauthorized or improper use.

b) Any breach of this Agreement by the User.

c) Any violation of applicable laws or regulations by the User.

d) Any infringement or misappropriation of intellectual property rights by the User.

TERMINATION

a) KENNA AI reserves the right to terminate or suspend the User’s access to the Model at any time and for any reason, without liability.

b) The User may terminate this Agreement by ceasing to use the Model and deleting any copies of the Model in their possession.

c) Upon termination of this Agreement, the User’s license to use the Model shall immediately cease, and the User shall no longer have access to the Model.

MODIFICATIONS TO THE AGREEMENT

KENNA AI reserves the right to modify or amend this Agreement at any time by providing notice to the User. The User’s continued use of the Model after the notice of modification constitutes acceptance of the modified Agreement.

GENERAL PROVISIONS

a) This Agreement constitutes the entire agreement between KENNA AI and the User concerning the subject matter herein and supersedes all prior or contemporaneous oral or written agreements and understandings.

b) This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of laws principles.

c) Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the state of New York.

d) If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed from the Agreement, and the remaining provisions shall remain in full force and effect.

e) The failure of KENNA AI to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

f) This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Terms of Use and Operating Agreement as of the date of acceptance of this Agreement by the User.

ADDENDUMS ON ARTIFICIAL INTELLIGENCE SAFETY

a) KENNA AI acknowledges the importance of artificial intelligence safety and commits to implementing reasonable measures to ensure the safe and responsible use of the Model. However, the User acknowledges and understands that no artificial intelligence system is entirely risk-free or free from potential errors, biases, or unintended outcomes.

b) The User agrees to use the Model responsibly and in accordance with ethical standards, taking into consideration potential societal impacts and avoiding uses that could be harmful, offensive, discriminatory, or illegal.

c) KENNA AI shall not be held liable for any damages, losses, or liabilities arising out of the use or misuse of the Model by the User or any third party.

d) The User acknowledges that the Model’s performance is based on data inputs and training algorithms, which may have inherent limitations and biases. KENNA AI shall make reasonable efforts to minimize biases and improve the accuracy and fairness of the Model but does not guarantee complete elimination of biases or errors.

e) The User agrees to provide feedback to KENNA AI regarding any issues, concerns, or potential risks identified in the use of the Model, with the aim of continuously improving the safety and reliability of the system.

f) KENNA AI retains the right to modify or update the Model as necessary to enhance safety, address issues, or comply with applicable laws and regulations. Such modifications or updates may be implemented without prior notice to the User.

g) The User acknowledges that the responsibility for the final decision-making regarding the use of the Model rests solely with the User. KENNA AI shall not be held liable for any decisions, actions, or consequences resulting from the use of the Model.

h) The User agrees to indemnify, defend, and hold harmless KENNA AI from any claims, damages, or liabilities arising out of the User’s failure to comply with the principles of artificial intelligence safety or the misuse of the Model.

i) The User agrees to comply with any additional guidelines, standards, or best practices provided by KENNA AI concerning the responsible and safe use of the Model.

IN WITNESS WHEREOF, the parties have executed this Terms of Use and Operating Agreement, including the addendums on artificial intelligence safety, as of the date of acceptance of this Agreement by the User.

ADDENDUMS FOR LIABILITY LIMITATION AND DISCLAIMER

a) The User acknowledges and agrees that the use of the Model is at their own risk. KENNA AI and its founders shall not be held liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the use of the Model, including but not limited to damages for loss of profits, data, or business opportunities, even if KENNA AI has been advised of the possibility of such damages.

b) KENNA AI does not warrant or guarantee the accuracy, reliability, completeness, or timeliness of the Model or the generated images. The Model is provided on an “as is” and “as available” basis without any warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement.

c) KENNA AI shall not be held liable for any errors, bugs, glitches, inaccuracies, or failures in the Model, nor for any damages or losses resulting from the use or reliance on the Model or the generated images.

d) The User acknowledges that the Model may rely on third-party data, resources, or services, and KENNA AI shall not be responsible for the availability, accuracy, or quality of such third-party resources.

e) KENNA AI shall not be held liable for any disputes, claims, or legal actions arising between the User and any third party in connection with the use of the Model or the generated images.

f) The liability of KENNA AI and its founders, whether in contract, tort, or any other legal theory, shall be limited to the extent permitted by law and to the amount paid by the User, if any, for the use of the Model.

g) The User agrees to release, indemnify, and hold harmless KENNA AI and its founders from any claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with the User’s use of the Model.

IN WITNESS WHEREOF, the parties have executed this Terms of Use and Operating Agreement, including the addendums for liability limitation and disclaimer, as of the date of acceptance of this Agreement by the User.

GENERAL PROVISIONS

a) This Agreement, including all addendums and any subsequent modifications, constitutes the entire agreement between KENNA AI and the User regarding the use of the Model, superseding any prior agreements or understandings.

b) This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regard to its conflict of laws principles.

c) Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be settled by arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in the state of New York, and the decision of the arbitrator shall be final and binding upon both parties.

d) If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

e) The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.

f) This Agreement may not be assigned or transferred by the User without the prior written consent of KENNA AI. KENNA AI may freely assign or transfer this Agreement.

g) The headings in this Agreement are for convenience only and shall not affect its interpretation.

h) This Agreement may be executed in counterparts, each of which shall be deemed an original, and all counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Terms of Use and Operating Agreement, including the addendums, as of the date of acceptance of this Agreement by the User.

AGE RESTRICTION

The Model is intended for use by individuals who are 18 years of age or older. By accessing or using the Model, the User represents and warrants that they are at least 18 years old. If the User is under 18 years old, they are strictly prohibited from accessing or using the Model. KENNA AI does not knowingly collect or solicit personal information from individuals under 18 years old. If KENNA AI becomes aware that a User is under 18 years old, their access to the Model will be terminated immediately. The User acknowledges that they are solely responsible for complying with any applicable age restrictions and agrees to indemnify and hold harmless KENNA AI from any claims, damages, or liabilities arising out of the User’s misrepresentation regarding their age.

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ACCEPTANCE OF TERMS

By accessing or using Kenna AI, the model, or any part thereof, the User acknowledges that they have read, understood, and agree to be bound by the terms and conditions set forth in this Terms of Use and Operating Agreement. If the User does not agree to these terms, they should refrain from accessing or using Kenna AI.