Customer Terms

PLEASE READ THESE CUSTOMER TERMS CAREFULLY.

Our Customer Terms (which comprise the General Terms below and our Privacy Policy) create a contract between us and you. This contract governs your use of our Products, so please read these documents carefully, as these Customer Terms apply as soon as you use any of our Products (including visiting our Website). If you do not agree to these Customer Terms you must stop using our Products immediately. 

By using any of our Products you are agreeing to these Customer Terms. 

General Terms

Last modified 18 December, 2022

1.  DEFINITIONS

Affiliate means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to these Customer Terms. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

AI means artificial intelligence.

AI Model means the computer generated model or visual impression of you that is created by the AI from the images that you upload to the Products and which is used to generate the Results.

App means any software application that we make available to customers on iOS or Android.

Applicable Law means all applicable national, state, and local laws and regulations that apply to you, us and these Customer Terms.

Customer Terms means these General Terms and our Privacy Policy and any other documents referred or linked to in here, unless otherwise stated. 

Customer Material means all images, information and materials that you provide or post, upload, input or submit through our Products.

Data Protection Laws means Applicable Laws relating to privacy and the protection of personal data about an identifiable individual, including the EU General Data Protection Regulation, the UK Data Protection Act 2018, the California Consumer Privacy Act and all other similar laws in other jurisdictions.

Intellectual Property means patents, utility models, rights to inventions, copyright and related rights, trade marks and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the universe.

Make Me, we, us or our means the trading name Make Me Club, a trading name of Winnow Consulting Ltd, registered in England and Wales with company number 09425302 and registered office address at 36 Mansfield Road, London NW3 2HP.

Payment Card means a current, valid, credit or debit card in your name, as may be updated from time to time.

Personal Data has the meaning given to it in the Data Protection Laws.

Privacy Policy means the privacy policy at https://makeme.club/privacy.

Product(s) means our Website, our App and all of the software and other products and services (including all related information and documentation) that we make available to customers from time-to-time.

Results means the artificial intelligence (AI)-generated portraits, images, videos, or other material that you receive through our Products.

Third-Party Products means websites, apps, products and services that are provided by third parties and not directly by us.

User Account means an account for an individual user through which they can access our Products.

Website means our website (including browser-based software applications) at https://makeme.club or any subdomain.

You, your or Customer means the person using the Product.

2.  USE OF OUR PRODUCTS

2.1  Age. You must be 18 years of age or older to use our Products. You cannot sign up for a User Account if you are under 18 years of age (and we have the right to ask you for proof of your age). You must not use our Products on behalf of someone younger than 18 years of age.

2.2 User Account. To use our Products (including our Website and App), you must create a User Account. You must keep your User Account login information secure and not share it with anyone else. Each User Account is for one person only and you cannot share a User Account.

2.3 Prohibited Use. You must not:

1. use any of our Products for any purpose or in any manner that is unlawful, discriminatory (whether on grounds of race or ethnicity, sexual orientation, gender identity, religion or creed, sex, age, physical or mental health or disability, or otherwise), harmful, offensive, abusive, defamatory, misleading, fraudulent or prohibited by these Customer Terms.
2. upload any images of any person under the age of 18, or of any person that has not explicitly consented to you uploading their images.
3. upload nude images (or images exposing any genitalia), or images containing any weapons, illegal activities, violence, pornography, or which contain vulgar, obscene or indecent material, or any material that is associated with hate speech or discrimination.
4. use our Products in any way that infringes another person’s or organisation’s Intellectual Property, privacy rights or other rights, or to stalk, harass, or cause harm to any other user or person.
5. upload any files that contain viruses, malware, spyware, adware or anything that could damage our Products or systems.

2.4 Removal of Customer Material. You are fully responsible for the Customer Material that you provide. We are not responsible for screening any Customer Material and have no liability for your Customer Material. You agree that we can remove any Customer Material from our Products which violates these Customer Terms. We may also report any Customer Material to the authorities.

2.5 Limits. Each of our Products has limits on what you can do and what you can receive from us. You must comply with the limits specified for each Product when you purchase it. 

2.6 Country Restrictions. If you live in (or come from) a country which prohibits the use of our Products, then you must not use our Products (and you must not try to circumvent any country restrictions or country-specific pricing by using a virtual private network (VPN) or similar to pretend that you are in a different country).

2.7 Restrictions on Use. You shall not yourself or through any third party: 

1. rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Products to any third party (except as permitted under these Customer Terms); 
2. copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Products, or any part thereof; 
3. access the Products for purposes of performance benchmarking;
4. access the Products for purposes of building or marketing a competitive product; or
5. bypass the measures we may use to prevent or restrict access to the Products.

3.  YOUR RESULTS

3.1 Our Products use AI to generate the Results for you. You acknowledge and accept that AI can be unpredictable and sometimes can produce Results that are imperfect, or inaccurate. This can include facial, body, or background distortions or deformities, or extra people or things in your Results. You accept that we give you a selection of Results because not all of your Results will be perfect or usable and you understand that we cannot correct the Results or give you a refund.

3.2 Usage Guidelines. Each of our Products has Usage Guidelines to get the best Results from it. You must follow the Usage Guidelines fully and accurately. If you do not follow the Usage Guidelines, then your Results might be poor quality and this is your responsibility. We will not give any refund where you have failed to follow the Usage Guidelines. 

3.3 Style substitutions. For some Products, we give you the option to pick your Results styles. But not all styles work for all people. So you agree that we can substitute alternate styles of Results for you, where these give a better output.

3.4 Sensitive Results. Whilst we use reasonable efforts to minimise the AI generating any nude images of you, this is still a possibility and you accept that your Results may contain full or partial nudity, or provocative poses. If you do not agree to this then you should not use the Products. 

4. FEES

4.1  Product Fees. The Fees for each Product are listed on the relevant page of our Website and App. When you purchase a Product from us, you agree to pay the Fees for that Product.

4.2  Subscription Fees. If you buy a Product that has a monthly subscription Fee, you are agreeing to pay that Fee each month until you cancel your subscription. Monthly subscriptions work on a rolling basis, from the date that you subscribe. So if you cancel your subscription part way through a subscription month, you will be charged for the full month. For example, if you subscribed on the 15th of the month, but cancel on the 1st, you will be charged until the 15th.

4.3  Payment of Fees.  You authorise us to charge your Payment Card for all Fees payable by you (including any monthly subscription Fees which we will charge to your Payment Card each month). You agree that we can use a third party payment processor to process your Fee payments, and you consent to us passing on your payment information to this third party.

4.4  No refunds or cancellations. All Fees are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in these Customer Terms. 

4.5  VAT and Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Products. Your tax paid will be specified on your purchase receipt.

5.  CUSTOMER MATERIAL

5.1  Your Rights. You own and retain all rights to the Customer Material and Results (i.e. you own all the images you upload and the Results that we generate from your images). 

5.2 Use of Results for Marketing. You agree that we can use Your Results for our own marketing purposes including displaying them on our Website and our social media channels. Sometimes, we may use your original images alongside the Results (to show a before and after), but only where we have your permission.

5.3. Grant of Licence. You grant us and our sub-licensees a perpetual, worldwide, irrevocable, royalty-free licence to use the Customer Material and Results only as necessary to provide the Products to you and as otherwise permitted by these Customer Terms.  

5.4 Your AI Model. To create the Results, we have to train an AI Model for you. We only use the Customer Material (images) that you upload to train your AI Model. We do not use them for anything else. We own the rights to your AI Model, but only keep your AI Model for as long as you have a User Account. Once you delete your User Account (or we terminate these Customer Terms with you), we also delete your AI Model within 30 days.  

5.5 Protection of Personal Data. The terms of our Privacy Policy are hereby incorporated by reference and will apply to the extent any Customer Material includes Personal Data. The Privacy Policy sets out how we will process your Personal Data.

5.6 Warranty. You warrant and represent that you have all necessary rights, permissions and licenses to upload the Customer Material and grant us the rights to use the Customer Material.

6.  OUR INTELLECTUAL PROPERTY

6.1  Ownership. We own all Intellectual Property in the Products and to the names Make Me, Make Me Club (which we use as trade marks) and the domain name makeme.club. You do not have any ownership rights to our Intellectual Property and you must not infringe any of our Intellectual Property.

6.2  Limited Licence. We grant you a limited, revocable licence, on payment of the Fees, to access and use our Products only as permitted under these Customer Terms.

6.3 Product Improvement. We encourage our customers to provide comments, feedback and suggested improvements for our Products. You agree that all such comments, feedback and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Products, without payment or attribution to you.

7.  YOUR INDEMNITY OBLIGATION

You agree to indemnify, defend and hold us (and our Affiliates, officers, directors, employees, agents, service providers, licensors) harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us by a third party resulting from (a) your breach of these Customer Terms, or Applicable Laws, or from (b) your Customer Materials or your usage of the Results.

8.  DISCLAIMER

8.1 Our Products are provided on an “as-is” and “as-available” basis. To the maximum extent permitted by applicable law and subject to any non-excludable rights and remedies you may have under applicable law, we and our licensors and suppliers, expressly disclaim any and all warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, or non-infringement. We do not warrant that your use of the Products will be uninterrupted or error-free. We do not warrant that we will review your Customer Materials for accuracy or that we will preserve or maintain your Customer Materials without loss. You understand that use of the Products necessarily involves transmission of your data over networks and the internet that we do not own, operate, or control, and that we are not responsible for any of your data lost, altered, intercepted or stored across such networks. We will not be liable for delays, interruptions, service failures, or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control.

8.2 We have no responsibility for your Customer Materials or their content, or for your usage of the Results. 

8.3 We expressly disclaim any responsibility for any Third Party Products that we may link to from our Website or which we provide access to as part of the Products. You must read the terms and conditions of any Third Party Products as they will apply to you.

9.  LIMIT OF LIABILITY

THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

9.1  Excluded Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL MAKE ME OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THESE CUSTOMER TERMS, WHETHER AN ACTION IS IN CONTRACT OR TORT, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME.

9.2  Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY, IF MAKE ME OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO YOU, THE PARTIES AGREE THAT MAKE ME AND ITS AFFILIATES’ AGGREGATE LIABILITY WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS OF FEES PAID BY YOU IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. 

9.3  Consumer Protections. These limits of liability do not affect consumer rights that cannot by law be waived or limited, and do not exclude or restrict liability for death or physical injury, fraud or wilful misconduct.

10.  TERM AND TERMINATION

10.1  Term. These Customer Terms are binding on you and us from the time that you first access our Products and continue until either we or you terminate these Customer Terms. 

10.2  Your Right to Terminate. You can terminate these Customer Terms at any time by closing your User Account.  

10.3 Our Right to Terminate. We can terminate these Customer Terms at any time by giving you written notice if you breach these Customer Terms, or any Applicable Laws.

10.4 Suspension. We can also suspend your use of any Products without notice at any time if you breach these Customer Terms or any Applicable Laws.

10.5 Effect of Termination. From the termination date, you will lose access to your User Account and you must stop using our Products. So you must download all your Results before you terminate. We will delete all of your Results within 30 days of termination and cannot restore them. 

11.  MISCELLANEOUS

11.1  Changes to Products. We may modify any part or all of the Products at any time without notice to you. If you do not like the changes we make to a Product, you can close your User Account. 

11.2 Changes to these Customer Terms. We may modify any part or all of these Customer Terms by posting a revised version at https://makeme.club/terms.  The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification.  

11.3 No waiver. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

11.4  Force Majeure. Except for payment obligations of amounts due under these Customer Terms, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

11.5  Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

11.6 Severability. If any part of these Customer Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Customer Terms will continue in effect.

11.7  Notices. We will send any notices to you to the email address in your User Account and will be deemed delivered as of the date of actual receipt. Notices to us must be sent to hello@makeme.club.

11.8  Entire Agreement. These Customer Terms are the entire agreement between us for the Products and supersedes all other proposals and agreements, whether electronic, oral or written, between us. 

11.9  Assignment. You may not assign or transfer these Customer Terms without our prior written consent. We may assign these Customer Terms to any person or entity at any time without notice to you.

11.10  No Third Party Beneficiaries. Nothing in these Customer Terms, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of these Customer Terms.

11.11  Survival. The sections in these Customer Terms entitled Our Intellectual Property, Your Indemnity Obligation, Disclaimer, Limit of Liability, Term and Termination and Miscellaneous will survive expiration or termination of these Customer Terms.

11.12 Governing law and jurisdiction. These Customer Terms are governed by and will be construed in accordance with the laws of England and Wales. Each party submits to the exclusive jurisdiction of the English courts to hear any dispute arising out of these Customer Terms.