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This Subscription Agreement (this “Agreement”) contains terms and conditions that govern your acquisition of subscriptions to, and use of Services (collectively, “Service”) of Code-Create Limited and its Affiliates (collectively, “We” or “Code-Create”), and is an agreement between Code-Create and you or the entity or organization that you represent.
Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”.
By setting up a Code-Create account, use or download our Service, or by clicking the “I accept”, “Sign up” or similar button or check box referencing this Agreement, or (3) when you enter into a Free-Trial Service (as defined below) with Code-Create, you agree to these terms and conditions and this Agreement becomes binding and effective. For the avoidance of doubt, if you set up a Code-Create account, use or download our Service, or by clicking the “I accept”, “Sign up” or similar button or check box referencing this Agreement on behalf of an entity, organization, or Legal Entity, you represent and warrant that you are authorized to accept these Terms on behalf of such entity or organization–in which case “you” and “your” will refer to that entity or organization.
In order to use the Code-Create Services, you need to (1) be 18 years of age or above or have otherwise reached the age of “majority” where you reside or below 18 years of age (or being a minor in your home country) and have consent from parent or guardian; 2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) reside in a country where the Service is available. You also promise that any registration information that you submit to Code-Create is true, accurate, and complete.
Unless otherwise set forth in these terms and conditions, to the extent terms and conditions conflict with any other Code-Create terms and conditions, policy, rules or codes of conduct, these terms and conditions shall govern.
1. Provision of Services
1.1 Code-Create shall provide access to and use of the Service as specified in Schedule 1 of this Agreement.
2. Obligations of Code-Create
2.1 Code-Create shall provide the Service with due care and skill to handle and perform the Service.
2.2 Code-Create shall comply with all applicable laws, regulations, standards and other similar instruments in performing its obligations under this Agreement.
2.3 Code-Create shall comply with the privacy policy, disclaimer and the terms and conditions of use available at [*] (“Terms and Conditions of Use”) set out in [*] in relation to any personal data (if any) that is processed by Code-Create in connection with this Agreement.
3. Obligations of User
3.1 You will be required to register an account with Code-Create on a third party platform. When you signed up an account via such third party platform, Code-Create will use the same email to create an account for using the [AiDA system]. You can login to the [AiDA system] with the same email. By your registering an account with Code- Create, you have to be bound by the Terms and Conditions of Use as well as the terms of this Agreement.
3.2 Code-Create may from time to time by written notice require you to comply with reasonable terms of use in connection with the Service. You must comply with all applicable laws, the terms of this Agreement and the Terms and Conditions of Use (as may be amended from time to time in accordance with the terms contained therein) when using the Service.
3.3 You must not allow any other person to use your own Code-Create account to access or use the Service. Your account is personal to you and not transferable or assignable for use by other party.
3.4 You shall pay the service fee to Code-Create in accordance with clause 4 of this Agreement.
3.5 You hereby acknowledge and agree that Code-Create owns all the intellectual property rights and title to the [AiDA and Mixi System] (save for the intellectual property rights for the contents provided by you and the generated images shall belong to you) in accordance with the Terms and Conditions of Use.
4. Payments and Cancellation
4.1 Service Fee
In consideration of the provision of Service by Code-Create in accordance with the terms of this Agreement, you shall pay an annual fee to Code-Create as notified by Code-Create from time to time.
4.2 Billing
You may purchase the Service (“Paid Subscription”) on an annual basis directly from Code-Create or through a third party by paying a subscription fee in advance on an annual basis or some other recurring interval disclosed to you prior to your purchase.
If you purchase access to a Paid Subscription through a third party, separate terms and conditions with such third party may apply to your use of the Code-Create Service in addition to this Agreement, and you authorise Code-Create to charge you automatically each year until you cancel the Code-Create Service.
4.3 Free-Trial Service
The Company may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time. The Free-Trial Service allows you, subject to this Agreement, to access the Code-Create Service for an initial trial period notified by Code-Create. If you fail to make and complete the Paid Subscription after the Free-Trial period, your current subscription will be ceased or lapsed immediately on the expiry date of the Free-Trial.
If you have made and completed the Paid Subscription for our services, you shall be bound by the terms and conditions of the relevant credit card service provider.
You must be a new subscriber to the Subscription Service. If you have subscribed to the Service or have taken the free trial offer previously, you are ineligible for the Free-Trial Service. Only one Free-Trial Service will be applied to each account.
If you have taken the free trial offer previously and don’t subscribe to the Paid Subscription Service in the end, no further Free-Trial Service will be offered to your resubscription.
5. Suspension and Termination of the Code-Create Service
5.1 Your payment to Code-Create or the third party through which you purchased the Paid Subscription will automatically be renewed at the end of the applicable subscription period, unless you have cancelled your Paid Subscription through Your Account settings page before the last day of your current subscription period. The cancellation will take effect the day after the last day of your current subscription period. We do not provide refunds or credits for any partial subscription periods.
5.2 You hereby acknowledge and agree that once the free trial was ended or you cancelled your Paid Subscription, any data or content that is inputted and stored in any Code-Create or Code-Create ‘s licensors system pursuant to your use of the Subscription Services, and any designs, content and configurations created by you by using the standard functionality embedded in the Subscription Services, after the end of the free trial (unless you purchased the Paid Subscription) or the end of the Paid Subscription (as the case may be), will be permanently and irrevocably lost.
5.3 If you re-subscribe the Paid Subscription after cancellation, you will enter into a new Paid Subscription period and be separately billed on an annual basis with immediate effect.
5.4 Code-Create may terminate this Agreement (including any additional terms and conditions incorporated herein) or suspend your access to the Code-Create Service at any time (i) if we believe you have breached any terms and conditions of this Agreement, (ii) if we stop providing the Code-Create Service or any material component thereof on reasonable notice to you, (iii) as we believe necessary to comply with applicable law, or (iv) if you go into liquidation (either compulsory or voluntary) or bankruptcy.
5.5 If you or Code-Create terminate this Agreement, or if Code-Create suspends your access to the Code-Create Service, you agree that Code-Create shall, subject to applicable laws, have no liability or responsibility to you, and (except as expressly provided in this Agreement) Code-Create will not refund any amounts that you have already paid. Upon termination, you will not be able to access or retrieve any content associated with your account.
5.6 Sections 1 (Payments and cancellation), 2 (Data and Content), 3 (Brand Accounts), 4 (Problems and Disputes) herein, as well as any other sections of this Agreement that, either explicitly or by their nature, must remain in effect even after termination of this Agreement, shall survive termination.
6. Indemnity
6.1 Notwithstanding the expiry or termination of this Agreement (in whole or in part), you hereby agree to indemnify and hold us and our directors and employees harmless, without limit in point of time and notwithstanding the termination of this Agreement, from and against any and all loss, damages, actions, proceedings, liabilities, claims, demands, costs, or expenses whatsoever (including reasonable fees and disbursements of attorneys and accountants) suffered by Code-Create resulting from any breach of this Agreement by you; or as a result of any breach of applicable laws or regulations; or act, omission, negligence or default in connection with this Agreement by you, its employees, agents, sub-contractors or otherwise.
7. General Provisions
7.1 Subcontracting
Code-Create may at its discretion subcontract the performance of any of its obligations under this Agreement at any time.
7.2 Severability
The provisions of this Agreement, including terms and conditions, are intended to be severable. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
7.3 Enforceability, Entire Agreement & Non-waiver
This Agreement is deemed accepted upon any use of the Code-Create Service. This Agreement and any additional terms and conditions referenced herein constitute the entire Agreement between you and Code-Create regarding the use of all Code-Create Goods and Services, without limitation, the subscription license, software access, hardware and storage support, any licensed Technology, etc (subject to any separate End User Licence Agreement). Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect.
7.4 Assignment
You may not transfer or assign any of the rights or licenses granted to you hereunder without our prior written consent therefor. However, we may transfer or assign all or a part of our rights or responsibilities under this Agreement to any person or entity without your consent.
7.5 Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall Code-Create or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Agreement.
7.6 Force Majeure
If the performance by either Party of any of its obligations under this Agreement or any part thereof is prevented, restricted or interfered with by any event or circumstance (whether arising from natural courses, human agency or otherwise) beyond the reasonable control of that Party which causes a cessation of performance or the substantial interference with the ability of that Party to perform its obligations under this Agreement including without limitation any strike, lock-out or other industrial action, labour dispute, riot, terrorism, civil commotion, war, fire, flood, pandemic or other acts of God or acts of government, then the Party so affected shall upon giving written notice to the other Party be excused from such performance to the extent of such prevention, restriction or interference, PROVIDED THAT it shall use its best endeavours to resume performance of its obligations hereunder with the utmost despatch as soon as the cause of such prevention, restriction or interference is removed.
7.7 Confidentiality
Each of the Parties undertakes to the other that it will not, at any time after the date of this Agreement, divulge or communicate to any person other than to its professional advisers, or when required by any applicable laws or rules of any relevant governmental bodies and/or other regulatory authorities, or its respective officers or employees whose province it is to know the same any confidential information concerning the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of any of the Party or the group companies of the other Party which may within or may come to its knowledge and it shall use its best endeavours to prevent the publication or disclosure of any such confidential information concerning such matters.
7.8 Third Party Rights
The Contracts (Right of Third Parties) Ordinance (Cap 623 of the laws of Hong Kong) shall not apply to this Agreement and unless specifically provided herein no person other than the Parties to this Agreement shall have any rights under it nor shall it be enforceable by any person other than the Parties to it.
7.9 Legal Relationship
Code Create shall perform the Service as an independent contractor. No Party is nor shall hold itself out as the agent or partner of another, and no Party shall have any authority to bind or incur any liability on behalf of any other Party.
7.10 Notice
All notices and consents must be in writing and sent to the relevant party’s physical addresses or email addresses. Notices sent by hand are taken to be received when delivered; by email are taken to be received at the time and on the date that it is sent, unless the sender receives notification that the delivery of the email was unsuccessful, in which case the email will not be deemed to have been received; and by post are taken to be received on the third (or seventh, if posted to or from a place outside Hong Kong) day after posting.
7.11 Governing Law
This Agreement shall be governed by and construed and take effect in accordance with the laws of Hong Kong Special Administrative Region.
7.12 Jurisdiction
With respect to any question, dispute, suit, action or proceedings arising out of or in connection with this Agreement, the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong.
Schedule 1
Scope of Service
Company Products and Solutions
- AiDA: An AI-based Interactive Design Assistant for Fashion with the following key features:
- Automatically generates designs for both single fashion items and collections based on designers’ creative inspirations in uploaded mood board images
- 設計無限： 只需點擊幾下，設計師就可以輕鬆地在系列中進行微調或加入個人化選項。產生無限的設計方案，激發創造力。
- To facilitate the signature design elements of particular fashion brands to be realised in the new designs
- 操作精簡： 採用直觀的介面設計，讓新晉以至專業設計師，都可以按照實際的時裝設計流程創作出獨有的設計。
- Mixi: An Intelligent Fine-grained Fashion Attribute and Color Recognition System with the following key features:
- An intelligent tool that facilitates accurate product search and auto tagging by automatically recognizing the design elements in uploaded fashion images
- 一個精確、客製化和靈活的顏色搜尋工具，可以準確地區分多於2,300種專色