Last Updated: September 6th, 2023
These Scenario Terms and Conditions ("Terms") are a legally binding agreement between Scenario, Inc. (“Scenario,” “Company, ”we,” “us,” or “our”) and you (“Customer”, “you,”or “your”). Our Privacy Policy explains how we collect and use personal information.
These Terms govern your access to and use of our website, artificial intelligence models, products, tools, services (including web interfaces and application programming interfaces), and all other software, content, and other intellectual property we may make available to you (our "Services").
If you accept these Terms on behalf of an entity (e.g., a company), “Customer,” “you,” and “your” apply to you and that entity collectively, and you represent and warrant that you are authorized to bind that entity. By using our Services, you confirm that (a) you are at least 18 years of age or (b) if you are between 13 and 18 years old, that you are using our Services under the supervision of a parent or legal guardian and meet the minimum age of digital consent under applicable law.
Please read these Terms carefully before you access or use our Services. By accessing or using our Services, you agree to be bound by, and comply with, these Terms. Your access or use of our Services is conditioned on your ongoing compliance with these Terms. If you do not agree to these Terms, or have a concern with our Privacy Policy, you may neither access nor use our Services.
These Terms contain a mandatory arbitration provision, that as further explained in Section 11, requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or any other court proceedings or class actions of any kind.
a. Scenario may revise these Terms, in our sole discretion. If, after receiving notice of our revisions (such notice may be provided via an email sent to the address associated with your account, a notice posted on the Services, or through any other reasonable means), you continue to access or use the Services, you agree that such access or use will constitute your acceptance of, and assent to, the revised Terms. If you do not agree to the updated Terms, you must stop accessing and using our Services.
b. We reserve the right to change, suspend, or discontinue the Services or your access to the Services at any time, in our sole discretion.
To access the Services, you may need to register for an account. You agree that all information you provide to us in connection with your account will be correct and kept current. You agree that we may use the information you provide to us to communicate with you and that such communications will satisfy any requirements for legal notice to the full extent permitted under applicable law.
You are not permitted to provide your access credentials to, or otherwise make access to or use of our Services through your account available to, any other person. You must treat your access credentials as confidential (because they are) and take care to protect them from unauthorized use. You must promptly notify us of any confidentiality breach involving, or unauthorized use of, your access credentials. You are solely responsible for all activity that occurs using your credentials.
You are not permitted to, and you represent and warrant that you will not, and you will ensure that no other party using your credentials will:
a. Use our Services or create or exploit any Generated Assets in a manner that, or in connection with any activity that, violates any applicable law, rule, or regulation, including laws regarding defamation, intellectual property, privacy, rights of publicity, and child sexual abuse material.
b. Use our Services or Generated Assets to generate deceptive, hateful, harmful, obscene, offensive, or pornographic content, or otherwise in connection with the abuse, bullying, disparagement, harassment, harming, or stalking of any person or group of persons.
c. Crawl, scrape, or otherwise extract or harvest data or other information (including third party content) from our Services.
d. Access or use our Services through use of any robot, spider, crawler, or other automated mechanism.
e. Use any intellectual property of Scenario to develop, train, or otherwise improve any artificial intelligence algorithm, model, or program.
f. Access or use our Services to develop any model or other offering that competes with Scenario or our Services.
g. Send or otherwise share with us any personal information(including images) of any child under the age of 13.
h. Reverse engineer, decompile, disassemble, or other wise attempt to discover the source code or other underlying elements that comprise or power our Services, except to the extent such restriction is expressly prohibited by applicable law.
i. Gain or attempt to gain unauthorized access to any of our Services or to any Scenario computer, database, or server.
j. Misuse our Services, including by introducing any viruses, malware, or other materials that are harmful to our Services or underlying technology.
a. Prompts. Our Services may allow you to submit reference images, text, or other inputs to be processed by our Services (“Prompts”).You are responsible for all Prompts sent through your account. You represent and warrant that (i) you have all necessary rights, licenses, and permissions to provide the Prompts to Scenario, (ii) your provision of such Prompts does not violate any applicable laws or these Terms, and (iii) your Prompts do not violate any applicable law, rule, or regulation.
b. Outputs. Our Services may generate outputs based on your Prompts (“Generated Assets”). You retain any right, title, and interest you have in any Generated Assets. Customer acknowledges that, due to the nature of machine learning, the Generated Assets may be inaccurate, incomplete, or similar or identical to third party materials. Customer will use a process to determine whether the Generated Assets are appropriate for Customer’s intended use case. Customer is solely responsible for its use of such Generated Assets and we make no representations or warranties with respect to the Generated Assets. Customer also acknowledges that the Services may provide outputs to third parties that are similar or identical to Generated Assets and that Customer has no right, title, or interest in or to any such outputs.
c. Customer Model. Customer may, or may askScenario to, modify, fine tune, or provide prompts engineered for, a machine learning model based on a third-party model (a “Customer Model”). Other terms and conditions may also be applicable to such Customer Model and Customer agrees to, and will, comply with the applicable third party terms with respect to such Customer Model.
d. Use of Materials. To the extent not publicly available or received by us from a third party, the only AI model we will use yourGenerated Assets and reference images to train is your Customer Model (if you have one). Note that if you post your Generated Assets on the internet, then it is at least theoretically possible that someone may train a model on it. You hereby grant Scenario a perpetual and irrevocable license to use your textual Prompts to improve theServices.
e. Usage Data. “Usage Data” means information generated, collected, or derived from use of the Services, including(i) data related to the performance, operation, and utilization of the Services, (ii) information about the type and frequency of use of the Services,(iii) device and connection information, and (iv) other data and information related to the use, operation, and performance of the Services. Scenario owns all Usage Data.
f. Feedback. We appreciate your Feedback. If you provide Feedback, you hereby grant us a perpetual, irrevocable, royalty-free, sub-licensable, and transferable right and license to freely use such Feedback.“Feedback” means all feedback, ideas, or suggestions you provide to us.
a. Ownership of the Services. As between Scenario and Customer, Scenario owns all right, title, and interest in and to theServices. Except as expressly granted in these Terms, Customer does not receive any right, title, or interest in or to our Services.
b. Use of Scenario Brands. You may not use Scenario’s name, logos, or trademarks without our prior written consent.
a. Confidential Information. “Confidential Information” means any confidential information disclosed by Scenario to Customer that is clearly marked “Confidential” or that a reasonable person would believe to be confidential given the circumstances. Not withstanding the foregoing, Confidential Information does not include any information that (i) is or becomes publicly known through no act or omission of the Customer, (ii) was rightfully known by Customer without confidential or proprietary restriction before receipt from the Discloser, (iii) becomes known to the Customer from a third party, or (iv) is independently developed by the Customer without reference to the Confidential Information of the Discloser.
b. Non-Disclosure and Limited Use. Customer may only disclose Confidential Information to its directors, officers, and employees, in each case, who have a need to know such Confidential Information and are bound by confidentiality terms at least as restrictive as the ones in theseTerms.
c. Permitted Disclosures. Notwithstanding the non-disclosure obligations of Section 6.b, Customer will have the right to disclose Confidential Information to the extent approved in writing by Scenario or as required by applicable law, regulation, court, or administrative order.
a. Fees. You may be required to pay certain fees to use our Services (or certain functionality included in our Services). You agree to pay all fees charged or invoiced to you, including any applicable taxes (“Fees”)according to our Pricing Page, or as otherwise agreed to by you and Scenario.
b. Taxes. The Fee amounts listed on our PricingPage are exclusive of taxes. We will charge you taxes in addition to the agreed-to fees as required by applicable law. You are responsible for, and agree to pay, all applicable taxes.
c. Free Trials. You may not create more than one account to gain access to free trials or other free Services. If you do not use our free trials and any other free Services in good faith, we may charge you standard fees and ban you from use of our Services.
d. Billing. You will provide complete and accurate billing information and a valid and authorized payment method. You authorize Scenario and its third-party payment processor(s) to charge your payment method for Fees. Unless otherwise agreed to in writing, Fees are charged monthly or yearly (depending on which pricing plan you choose). If Fees are recurring or based on usage, you agree that Scenario and its third-party payment processor(s) may charge your payment method for such Fees on a recurring basis.All Fees are payable in US dollars.
e. Third Party Payment Processors. We may use a third-party payment service to bill you for any Fees rather than directly processing your credit card information. By submitting your payment account information, you grant us permission to store and process the information with the third-party payment service, which may change from time to time. You acknowledge that we are not responsible for any failure of the third party, including with respect to the protection of your information. The processing of payments is subject to the terms, conditions, and privacy policies of the third-party payment service, in addition to these Terms.
f. Fee Changes. Fee amounts are subject to change at any time in our sole discretion. Unless otherwise communicated to you by us in writing, changes to the fees will be effective 14 days after they are posted to our Pricing Page. If you are on an annual plan (i.e., pay upfront for a year of access to the Services), any price updates will only come into effect at the start of the next-year term. If you are on a monthly plan, any price updates will only come into effect at the start of the next-month term.
g. No Refunds. All fees are non-refundable and non-creditable, to the fullest extent permitted under applicable law.
a. Unless otherwise provided for in a separate agreement,Scenario may terminate these Terms at any time by providing you notice of the same. These Terms automatically terminate upon your breach of these Terms.
b. You may terminate these Terms by discontinuing access toor use of the Services and, if you are a paying customer, canceling your plan in accordance with the procedures described on our website.
c. Sections 2—7 (7, with respect to Fees due for Services made available prior to termination), 8(b), 9, 11-13 survive any expiration or termination of these Terms.
a. Disclaimer of Warranties. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW: (i) THE SERVICES AND THIRD PARTY MATERIALS ARE MADE AVAILABLE TO YOU ON AN “AS IS,” “WHERE IS” AND “WHERE AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY; AND (ii)SCENARIO DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SERVICES AND THIRD PARTY MATERIALS, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE. ALL DISCLAIMERS OF ANY KIND(INCLUDING IN THIS SECTION AND ELSEWHERE IN THESE TERMS) ARE MADE FOR THE BENEFIT OF BOTH SCENARIO AND ITS CURRENT AND FUTURE AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, REPRESENTATIVES,LICENSORS, SUPPLIERS AND SERVICE PROVIDERS (COLLECTIVELY, THE “AFFILIATED ENTITIES”), AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. While we try to maintain the integrity and security of the Services, we do not guarantee that the Services is or will remain updated, error-free, complete, correct, secure, or that access to the Services will be uninterrupted. Scenario makes no representations or warranties with respect to any Services, Prompts, Generated Assets, Customer Models, or Third Party Materials.
b. Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATED ENTITIES,OR OUR OR THEIR RESPECTIVE AFFILIATES, INVESTORS, DIRECTORS, OFFICERS,EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “SCENARIO PARTIES”), BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL,CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, THIRD PARTY MATERIALS, CUSTOMER MODELS, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHER THEORY, EVEN IF ANY SCENARIO PARTIES HAVE BEEN ADVISED OFTHE POSSIBILITY OF DAMAGES, AND EVEN IF THE DAMAGES ARE FORESEEABLE. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE SCENARIO PARTIES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION ARISING OUT OFOR IN ANY WAY RELATED TO THE SERVICES, THE MATERIALS, CUSTOMER MODELS, OR THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID TO US FOR ACCESS TO OR USE OF THE SERVICES (IF ANY) IN THE SIX MONTHS PRECEDING THE DATE SUCH DAMAGES, LOSSES,AND CAUSES OF ACTION FIRST AROSE AND $100. THE FOREGOING LIMITATIONS ARE ESSENTIAL TO THESE TERMS AND WE WOULD NOT OFFER THE SERVICES TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS.
c. Indemnification by Customer. You agree to indemnify, defend, and hold harmless the Scenario Parties against liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of or related to (i) your breach or alleged breach of theseTerms or our Privacy Policy, (ii) Generated Assets (including any use by you or any other party), or (iii) your wilful misconduct or gross negligence.Scenario reserves the right to engage separate counsel and, at its election, assume the exclusive defense and control of any matter subject to indemnification and you agree to cooperate with us fully, as we may reasonably request.
Certain functionality provided in connection with theServices may make available to you information, products, services, or other materials made available by third parties (or access to the same), including Stable Diffusion 1.5, Dream booth, Control Net, and third-party machine learning models (“Third Party Materials”). By using such functionality, you are directing us to access, route, and transmit to you the applicable Third PartyMaterials.
We neither control nor endorse, nor are we responsible for, any Third Party Materials, including the accuracy, validity, reliability, quality, legality, or safety of any Third Party Materials, or any intellectual property rights therein. Nothing in this Agreement (or any other agreement entered into by you and Scenario) will be deemed to be a representation or warranty by us with respect to any Third Party Materials. We have no obligation to monitorThird Party Materials and may block or otherwise limit access to any Third Party Materials at any time.
Your use of Third Party Materials is at your own risk and issubject to any additional terms, conditions, and policies applicable to suchThird Party Materials.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS. WHEN YOU AGREE TO BINDING ARBITRATION, YOU WAIVE YOUR RIGHT TO LITIGATE DISPUTES THROUGH A COURT AND TO HAVE A JUDGE OR JURY DECIDE YOUR CASE.
a. Opt-Out. If you are an individual consumer, you can opt out of arbitration within 30 days of the date that you first agreed to these Terms (including any earlier version). If you are an individual consumer and have previously agreed to arbitration, then you may opt out of any future revisions to the arbitration provision within 30 days of receiving notice of the updated arbitration provision, in which case the prior version of the arbitration provision will apply. To opt out of arbitration (or revisions to this arbitration provision), you must send your name, address, username, email or phone number you use for the Services, and a clear statement that you want to opt out of arbitration pursuant to Section 11(a) and any revisions thereof, and you must send them here: Scenario, Inc., ATTN: Arbitration Out-Out,Scenario Inc, 440 N BARRANCA AVE #9893 COVINA, CA 91723, UNITED STATES. You must sign the opt-out notice for it to be effective.
b. Arbitration. Notwithstanding anything to the contrary in these Terms, except if you opt-out or for disputes relating to our intellectual property or intellectual property rights, you agree that all disputes between you and us (whether or not such dispute involves a third party) arising out of or relating to these Terms, our Services, or our PrivacyPolicy shall be finally resolved by arbitration before a single arbitrator conducted in the English language in the State of California under theCommercial Arbitration Rules of the American Arbitration Association (“AAA”),and the parties hereby expressly waive trial by jury. The parties shall appoint as sole arbitrator a person mutually agreed by you and us or, if the parties cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. The parties shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, application may be made to any court for a judicial acceptance of the award or order of enforcement. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with these Terms.
c. Class Action Waiver. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND SCENARIO AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND NEITHER YOU NOR SCENARIO WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTSOR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. CLASS ACTIONS AND CLASS ARBITRATIONS ARE NOT PERMITTED. You hereby waive any and all rights to bring any claims related to these Terms or our Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You understand and agree that you may bring claims only on your own behalf as an individual.
d. Effect of Changes on Arbitration. Not withstanding anything to the contrary in these Terms, you and we agree that if we make any change to the arbitration procedures (other than a change to any notice addressor website link provided herein) in the future, that change shall not apply to any claim that was filed in a legal proceeding against us prior to the effective date of the change. Moreover, if we seek to terminate the arbitration procedures from these Terms, such termination shall not be effective until thirty (30) days after the version of these Terms not containing the arbitration procedures is posted to our website, and will not be effective as to any claim that was filed in a legal proceeding against us prior to the effective date of removal.
e. Governing Law. These Terms, and any dispute between you and us, shall be governed by the laws of the State of California without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction, except that the FederalArbitration Act shall govern the interpretation and enforcement of the arbitration provisions set forth in this Section 11.
f. Third Party Beneficiaries. All Scenario Parties are intended third-party beneficiaries of this Section 11.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the Services infringe your copyright, you (or your agent) may send to Scenario a written notice by mail or e-mail, requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Scenario a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to Scenario's DMCS Agent as follows: By email to takedown@scenario.com with subject “DMCA Takedown Request” and by mail to Attn: Copyright Agent, Scenario Inc, 440 N BARRANCA AVE #9893 COVINA, CA 91723, UNITED STATES. To protect the rights of copyright owners, we reserve the right to suspend any account or other privileges, delete or disable content alleged to be infringing, or terminate the account or other user privileges of a repeat infringer.
We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice. Any person who knowingly and materially misrepresents that material or activity is infringing or that material or activity was removed or disabled by mistake or misidentification, may be liable under Section 512(f) of the DMCA for damages incurred by the alleged infringer, by any copyright owner or authorized licensee, or by a service provider (likeScenario), who is injured by such misrepresentation.
a. Entire Agreement. These Terms and any other terms referenced herein form the entire agreement between you and Scenario relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Scenario relating to such subject matter.
b. No Agency. These Terms do not create any agency, partnership, or joint venture between you and any of the Scenario Parties. Scenario and you are independent contractors and neither of you nor Scenario has the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
c. Assignment. These Terms may not be transferred or assigned by you without our prior written consent.
d. Severability. These Terms will be enforced to the maximum extent permissible and any invalidity or unenforceability of one portion of the Terms will not affect the enforceability of any other portion.
e. Force Majeure. Scenario will not have any liability for failure or delay resulting from conditions beyond its reasonable control.
f. Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant and covenant that you are not (i) located in, or a resident or a national of, any country subject to a U.S. government embargo or other restriction, or that has been designated by the U.S. government as a “terrorist supporting” country; or (ii) on any of theU.S. government lists of restricted end users. Customer may not, and represents and warrants that it will not, use the Services in or for the benefit of, or export or re-export into any US embargoed country or to anyone on the USTreasury Department’s list of Specially Designated Nationals, or any other restricted parties list identified by the Office of Foreign Asset Control, or the US Department of Commerce.
g. Miscellaneous. If any provision of these Terms is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. No waiver by you or us of any breach or default under these Terms will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified herein. Any use of the term “including” or variations thereof in these Terms will be construed as if followed by the phrase “without limitation.” “Or” will be read to be non-exclusive.
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