Developer API Agreement and Policy

Developer API Agreement and Policy

Last revised: August 14, 2024

Ideogram AI, Inc. ("Ideogram" or "Company" as used herein) offers artificial intelligence tools and APIs for developers who may be integrating such Company tools and APIs into their sites, products, or services (each, a "Developer") subject to the terms and conditions of this Developer API Agreement and Policy Agreement, together with any other agreement between Company and Developer governing Developer's access and use of the products and services described herein (the "Agreement"). If the individual accepting this Agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity to the terms and conditions of this Agreement. If the individual accepting this Agreement does not have such authority or does not agree with the terms of the Agreement, such individual must not accept this Agreement and may not use the products and services as described herein. Capitalized terms shall have the meaning outlined in Section 1 (Definitions) and others are defined contextually in this Agreement.


1. DEFINITION

The following terms shall have the following meanings for the purpose of this Agreement:


1.1 “Developer Application” means Developer’s website and/or application that will be interfacing with the Ideogram API.


1.2 “Derivative Works” means a revision, modification, translation, abridgment, condensation or expansion of software or other works of authorship or any form in which software or other works of authorship may be recast, transferred, or adapted, and which, if prepared without the consent of the party owning such software or work of authorship, would constitute copyright infringement.

1.3 “Ideogram AI Model” means the Company’s artificial intelligence model that generates new content based on user prompts and other input.


1.4 “Ideogram API” means the Company’s application programming interface (“API”), software development kits, and the related tools, documentation, data, technology, code, and other materials that the Company makes available to developers to allow them to integrate their websites and/or applications with the Ideogram AI Model.


1.5 “Ideogram Site” means https://ideogram.ai and all other websites that are owned or operated by the Company or any of its majority-owned subsidiaries.


1.6 “Marks” means trademarks, service marks, trade names, logos or other source identifiers owned by a party.


1.7 "Order Form" means Company's order form that references this Agreement and is hereby incorporated by reference.


1.8 “User” means a user of the Developer Application.


1.9 “User Input” means the user prompts and other input that Users submit to the Ideogram AI Model.


1.10 “User Output” is the new content generated by the Ideogram AI Model based on User Input.


2. LICENSES AND RESTRICTIONS

2.1 Ideogram API License. The Company hereby grants Developer, during the Term, a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Ideogram API (a) for its internal use and (b) to develop integrations whereby users of the Developer Application can interface with the Ideogram AI Model from within the Developer Application.


2.2 Permitted Use. Developer understands and agrees that the specifications for the Ideogram API shall be defined by the Company in its sole discretion, and Developer is responsible for its development and other costs associated with integrating with the Ideogram API.  The Company reserves the right to modify, change, update and/or enhance the Ideogram API, the Ideogram AI Model, and/or any Ideogram Site (each a “Modification”; collectively “Modifications”) at any time in the Company’s sole and exclusive discretion. Developer acknowledges and agrees that such Modifications may affect the Developer Application’s ability to access the Ideogram AI Model and may require Developer to make changes to the Developer Application at Developer’s cost to enable the Developer Application to continue to be compatible with, and/or interface with, the Ideogram API, Ideogram AI Model, and Ideogram Site.  The Company will use commercially reasonable efforts to provide Developer with prior notice prior to any Modifications requiring changes to the Developer Application (“Notice”); provided, however, that without limiting Section 8.2 (Limitation of Liability) below, the Company shall not be liable for any costs incurred by Developer, lost profits or damages of any kind arising out of or in connection with any Modification or the Company’s failure to provide a Notice.  Developer will not attempt to exceed or circumvent limitations on access, calls and use of the Ideogram API (“Rate Limits”), or otherwise use the Ideogram API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise does not comply with this Agreement. If Developer exceeds or the Company reasonably believes that Developer has attempted to circumvent Rate Limits, controls to limit use of the Ideogram APIs or the terms of this Agreement, then Developer’s ability to use the Ideogram API may be temporarily suspended or permanently blocked. Developer also acknowledges that use of the Ideogram API to connect with the Ideogram AI Model is subject to the Company’s Terms of Service, available at: ideogram.ai/legal/tos and the Company’s Privacy Policy, available at: ideogram.ai/legal/privacy, and Developer hereby agrees to the Company’s Terms of Service and acknowledges the Company’s Privacy Policy. Notwithstanding anything to the contrary in the Company’s Terms of Service and Privacy Policy, the Company agrees that it shall not use any User Input or User Output to train the Ideogram AI Model, except if any such User Input or User Output is flagged as violating the Company’s Usage Policies, then the Company may use such User Input or User Output to train and improve the Ideogram AI Model, consistent with the Company’s mission of detecting abusive and unsafe uses.


2.3 General License Conditions and Restrictions

2.3.1 Developer agrees to clearly (a) identify on the Developer Application that any User Output generated by users of the Developer Applications via use of the Ideogram API was created by the Ideogram AI Model (e.g., via a “Powered by Ideogram” tagline), and to display the Company’s Marks (in a form approved by Company) on each page within the Developer Application where Developer enables access to the Ideogram AI Model, and (b) include in its Usage Guidelines for its Users a link to Ideogram’s Usage Policies, available here: ideogram.ai/legal/usage-policy. If Developer becomes aware of any potential violation of Ideogram’s Usage Policies by any User, Developer shall take reasonable steps to review the potential violation, and, if Developer determines in its reasonable opinion that a violation has occurred, it will provide the Company with written notice of the violation and take appropriate steps to resolve the issue in accordance with Developer’s Terms of Service and Usage Guidelines.


2.3.2 Developer shall use the Ideogram API and all User data in accordance with applicable laws and regulations, and shall not use the Ideogram API in connection with any website, application, or other Internet property other than the Developer Application or in any way not expressly permitted under this Agreement. During the Term and following its expiration or early termination, Developer shall not use (or facilitate use of) any alternative means or other technology to access, query, or use the Ideogram AI Model, other than as provided by the Company to Developer pursuant to this Agreement or otherwise as authorized in writing by the Company.


2.3.3 Developer shall not distribute, publish, facilitate, enable or allow access or linking to the Ideogram API or Ideogram AI Model from any location or source other than through the Developer Application as expressly authorized by this Agreement.  Developer shall not provide the Ideogram API or access to the Ideogram AI Model to any third parties and Developer shall not permit or enable third parties to copy or obtain the Ideogram API or access to the Ideogram AI Model from the Developer Application in any manner not expressly authorized by this Agreement.


2.3.4 Developer shall not modify, decompile, create Derivative Works based upon, or otherwise alter the Ideogram API or the Ideogram AI Model, and shall not permit or enable any third parties to do so.


2.3.5 Developer’s use of the Ideogram API shall not introduce into the Ideogram AI Model any viruses, trojan horses, worms, logic bombs or other materials that may damage, detrimentally interfere with, intercept or expropriate the Company’s systems and data.  


2.3.6 In addition, Developer shall not do any of the following in connection with use of the Ideogram AI Model or Ideogram API, unless applicable laws or regulations prohibit these restrictions:

  • (A) use User Input or User Output to develop any product, service, or technology that competes with the Company, the Ideogram AI Model, Ideogram API, or any of the Company’s products or services;

  • (B) submit, transmit, display, perform, post or store any content that is inaccurate, illegal, unlawful (including, but not to limited to, uploading copyrighted images via the Ideogram AI Model without the consent of the copyright owner), defamatory, unethical, obscene, lewd, lascivious, filthy, excessively violent, pornographic, invasive of privacy or publicity rights (including, but not limited to, uploading images of individuals via the Ideogram AI Model without their consent), harassing, threatening, abusive, inflammatory, harmful, hateful, cruel or insensitive, deceptive, or otherwise objectionable (collectively and individually, “Objectionable”); 

  • (C) use the Ideogram AI Model for bullying, disruptive or Objectionable purposes or for political campaigning or lobbying purposes; or otherwise use the Ideogram AI Model or Ideogram API in a manner that is fraudulent, inciting, organizing, promoting or facilitating violence or criminal or harmful activities, or Objectionable;

  • (D) use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Ideogram AI Model or Ideogram API;

  • (E) attempt to gain unauthorized access to, interfere with, damage or disrupt the Ideogram AI Model, Ideogram API, or the computer systems or networks connected thereto;

  • (F) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Ideogram AI Model or Ideogram API;

  • (G) use any robot, spider, crawlers, scraper, or other automatic device, process, software or queries that intercepts, “mines,” scrapes, extracts, or otherwise accesses the Ideogram AI Model to monitor, extract, copy or collect information or data from or through the Ideogram AI Model, or engage in any manual process to do the same; or

  • (H) use or distribute User Output in a misleading way, including, for instance, by representing that the User Output is entirely human generated or that the User Output depicts an actual photograph of a real event. Further, if Developer distributes any User Output to others, Developer is encouraged to proactively disclose that such User Output was created using artificial intelligence technologies so as not to mislead others of its origin.


2.4 Bulk Delivery. From time to time, Developer may request and the Company shall provide a bulk delivery of output content (“Developer Bulk Output”) generated by the Ideogram AI Model using input prompts (“Developer Bulk Input”) submitted directly by Developer to the Company.  Developer shall provide the Company with the Developer Bulk Input in a CSV file and the Company shall provide the resulting Developer Bulk Output directly to the Developer.  Developer and the Company shall mutually agree upon the deadline for each Developer Bulk Output project.  Developer acknowledges and agrees that the Company is submitting the Developer Bulk Input to the Ideogram AI Model on Developer’s behalf and that Developer, as well as the Developer Bulk Input and Developer Bulk Output are subject to the Company’s Terms of Service, Usage Guidelines, and Privacy Policy.


2.5 License of the Company’s Marks; Use of Marks.  The Company hereby grants to Developer a non-exclusive, non-transferable, non-sublicensable license during the Term, to use and display the Company’s Marks (in a form identified by the Company in writing for use under this Agreement) solely as needed to attribute the Ideogram AI Model as the source of the User Output as set forth in Section 2.3.1 above.  Any use of the Company’s Marks by Developer must comply with the Company’s usage guidelines for Marks communicated by Ideogram to Developer from time to time.  Developer will not use the Company’s Marks in a manner that (a) disparages the Company or its products or services, portrays the Company in a false, competitively adverse or poor light, or dilutes the Company’s Marks, or (b) creates a combination mark of the Company’s Mark with any other brand element.  Except as expressly provided for herein, the Company reserves all right, title, and interest in and to the Company’s Marks, and no title to or ownership of any of the foregoing is transferred to Developer or any other person under this Agreement.  All goodwill arising from Developer’s use of the Company’s Marks shall inure to the benefit of the Company.


3. FEES

3.1 Fees. Developer will pay Company all fees (a) according to the pricing and terms at https://about.ideogram.ai/api-pricing ("Pricing Page"), or (b) as otherwise described in the applicable Order Form ("Fees"). Fee changes provided on the Pricing Page will become effective fourteen (14) days after they are posted. Company reserves the right to correct pricing errors or other mistakes even after issuing an invoice or receiving payment. Except as otherwise set forth in this Agreement or the applicable Order Form, all payment obligations are non-cancellable, and Fees paid are non-refundable and there are no credits for partially used periods.


3.2 Invoicing. At the end of each calendar month, the Company shall deliver to Developer an invoice for all of the applicable Fees for such calendar month. Unless otherwise provided in the Order Form, within thirty (30) days of receipt of an invoice from the Company, Developer will pay the Company the undisputed amounts set forth in such invoice. Developer will only raise Fee disputes in good faith and within thirty (30) days of receipt of an invoice. Developer will work diligently with the Company to resolve any fee disputes as soon as reasonably possible. Developer will pay disputed amounts, if owed, to the Company within thirty (30) days after the dispute is resolved. Any amounts due to the Company under this Agreement not received by the date due will be subject to a late charge of one percent (1%) per month, or the maximum charge permitted by law, whichever is less. All payments amounts due hereunder shall be paid in U.S. dollars, unless otherwise agreed by the parties in the applicable Order Form.


3.3 Credit Card Payment Terms. If Developer elects to pay by credit card, Company uses Stripe, Inc. and its affiliates as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Payment Service Provider”). Developer will be required to provide payment details and any additional information required to complete the order directly to Company's Payment Service Provider. Developer agrees to be bound by Stripe’s Privacy Policy (currently accessible at https://stripe.com/us/privacy) and its Terms of Service (currently accessible at https://stripe.com/ssa) and hereby consent and authorize Company and Stripe to share any information and payment instructions Developer provides with one or more Payment Service Provider(s) to the minimum extent required to complete the transaction hereunder. Please note that online payment transactions may be subject to validation checks by the Payment Service Provider and Developer's card issuer, and Company is not responsible if Developer's card issuer declines to authorize payment for any reason. For Developer's protection, the Payment Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and Developer authorizes it to verify and authenticate Developer provided payment information. Developer's card issuer may charge Developer an online handling fee or processing fee. Company is not responsible for this. In some jurisdictions, the Payment Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.


When Developer’s purchased credit falls to a minimum level or below (the "Minimum Balance Threshold"), Company will automatically charge Developer’s credit card an incremental amount (a "Continued Use Credit") to bring the total balance to an appropriate level (the "Top-up Balance") to ensure Developer can continue to use the Ideogram API. Continued Use Credit can be used by the Developer for up to twelve (12) months and are non-refundable. The exact values of the Minimum Balance Threshold and the Top-up Balance will be set forth in the Developer's account, and are subject to change at any time. These values may be configurable by the Developer.


3.4 Taxes. Each party will be responsible for any taxes based on its income and receipts.  The Company may charge and Developer is responsible for paying any national, state, and local sales, use, excise, ad valorem, value-added, consumption, and other taxes and duties imposed on Developer’s use of the Ideogram API, Ideogram AI Model, and/or Ideogram Site hereunder, but not including any taxes based upon the Company’s payroll or income. 


3.5 Use of Purchase Orders. No additional or inconsistent terms of any purchase order, or other form provided by Developer, will modify or supplement this Agreement, regardless of any failure of Company to object to such terms, and any such additional or inconsistent terms in the purchase order will be void.


4. OWNERSHIP

4.1 Ideogram API, Ideogram Site, Ideogram AI Model.  As between the Company and Developer, the Company retains all rights, title and interest in and to all intellectual property rights embodied in or pertaining to the Ideogram API, Ideogram AI Model, and Ideogram Site.  There are no implied licenses under this Agreement, and any rights not expressly granted to Developer hereunder are reserved by the Company.  Developer shall not take any action inconsistent with the Company’s ownership of the Ideogram API, Ideogram AI Model, and Ideogram Site.  


4.2 Developer Application. Developer retains all rights, title, and interest in and to all intellectual property rights embodied in or pertaining to the Developer Application, excluding any intellectual property rights owned by the Company.  The Company shall not take any action inconsistent with Developer’s ownership of the Developer Application.


4.3 User Data. Developer will provide Users and comply with a publicly available and easily accessible privacy policy or notice, and will not disclose or make available to Company any health or other sensitive personal information, or information relating to children, without the rights and consents required by applicable laws. For the avoidance of doubt, each party will have the right to use all User data received in connection with this Agreement in any manner consistent with such party’s privacy policy and applicable law, and Ideogram has the right to use in any manner all User data received by the Company via the Ideogram API.


4.4 Feedback. We welcome feedback, comments and suggestions for improvements to the Ideogram API, Ideogram AI Model, and Ideogram Site (“Feedback”). Developer acknowledges and expressly agrees that any contribution of Feedback does not and will not give or grant Developer any right, title or interest in the Ideogram API, Ideogram AI Model, and Ideogram Site or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to Developer and without retention by Developer of any proprietary or other right or claim.


5. TERMS AND TERMINATION

5.1 Term.  Unless this Agreement is terminated earlier as provided below or as otherwise set forth in the applicable Order Form, this Agreement shall have an initial term of one (1) year commencing on the Effective Date (the “Initial Term”), and shall automatically renew for successive one (1)-year periods (each a “Renewal Term”), unless either party provides written notice of termination to the other party at least sixty (60) days prior to the end of the then-current Initial Term or Renewal Term.  Unless terminated early in accordance with its terms, the term of this Agreement (“Term”) shall consist of the Initial Term together with any Renewal Terms. 


5.2 Termination. This Agreement or any Order Form may be terminated by either party upon written notice to the other party (a) if the other party breaches any warranty, representation, covenant or obligation under this Agreement and fails to cure such breach within thirty (30) days of receiving written notice of the breach from the non-breaching party, or (b) if the other party is subject to a dissolution, receivership, liquidation, insolvency, conservatorship, consolidation, reorganization, cessation of business, voluntary or involuntary bankruptcy.


5.3 Effect of Termination; Survival.  The provisions of Sections 2.3.2, 4, 5.3, 6, 7, 8, and 9 shall survive any expiration or termination of this Agreement.  All other rights and obligations of the parties shall cease upon expiration or termination of this Agreement, and Developer shall cease use of the Ideogram API and cease any integrations with the Ideogram AI Model as of the effective date of termination. 


6. CONFIDENTIAL INFORMATION

6.1 Confidential Information. Either party (“Receiving Party”) may be given access to non-public information, software, and specifications under this Agreement (“Confidential Information”) by the other party (“Disclosing Party”). The Receiving Party may use Confidential Information only as necessary in exercising the Receiving Party’s rights hereunder. The Receiving Party shall not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent. The Receiving Party shall protect Confidential Information from unauthorized use, access, or disclosure in the same manner that the Receiving Party would use to protect the Receiving Party’s own confidential information of a similar nature and in no event with less than a reasonable degree of care. 


6.2 Exceptions. Notwithstanding anything to the contrary, the obligations of the receiving party set forth in this Section 6 shall not apply to any information of the disclosing party that: (a) is or becomes a part of the public domain through no wrongful act of the receiving party, (b) was in the receiving party’s possession free of any obligation of confidentiality at the time of the disclosing party’s communication thereof to the receiving party, (c) is developed by the receiving party completely independent from the Confidential Information of the disclosing party, or (d) was rightfully disclosed to the receiving party by a third party without restriction on disclosure.


7. REPRESENTATION AND WARRANTIES

7.1 General. Throughout the term of this Agreement, each party hereby represents and warrants to the other party that:

7.1.1 Authority and Capacity.  Each party has the power, authority and capacity to execute, deliver, and perform its obligations under this Agreement. Each party’s execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action.

7.1.2 Binding Obligation. This Agreement constitutes a valid and legally binding agreement enforceable in accordance with its terms, subject to bankruptcy laws and other similar laws of general application affecting rights of creditors and subject to the application of the rules of equity, including those respecting the availability of specific performance.

7.1.3 Consent. No consent or approval of any other party or any court or governmental authority is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement.  There is no pending claim, cause of action, governmental action or litigation that, if determined adversely, would affect the party’s ability to perform its obligations hereunder.  This Agreement will not result in a default under any other agreement to which the party is bound.


7.2 Disclaimer of Other Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES FOR TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.  THE COMPANY DOES NOT REPRESENT OR WARRANT THAT ANY THE IDEOGRAM API, THE IDEOGRAM AI MODEL, OR THE IDEOGRAM SITE SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION.  DEVELOPER ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. 


8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification. Developer agrees to indemnify, defend and hold harmless the Company, and its officers, directors, employees, representatives and agents, from and against any and all actions, causes of actions, claims, demands, liabilities, losses, judgments, damages or expenses (collectively, “Claim” or “Claims”) which the Company may at any time incur, sustain or become subject to by reason of any Claim brought by a third party and arising from (A) Developer’s violation or breach of any term of this Agreement or any law or regulation, (B) Developer’s operation of the Developer Application, (C) Developer’s violation of any rights of any third party, (D) Developer’s misuse of the Ideogram API, (E) Developer’s content and Users’ content, (F) Developer’s negligence or willful misconduct, and (G) Users’ use of the Ideogram AI Model.  Developer will pay all costs, damages, and expenses incurred by the Company, including reasonable attorneys’ fees and costs awarded against or otherwise incurred by the Company in connection with or arising from any such Claim, provided that Ideogram notifies Developer of any such Claim, and gives Developer control of the defense and any settlement of such Claim.  If Developer does not timely and adequately conduct such defense, the Company may, at its option and at Developer’s expense, conduct such defense, contest, litigate or settle the Claim using counsel of its own choice without prejudice to its right of indemnification under this Section 8.1.  The Company shall have the right to be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by Developer.


8.2 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE OR THAT PARTY HAS BEEN ADVISED OR HAS CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS.  EACH PARTY’S AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING ANY RELATED CAUSE OF ACTION, SHALL BE LIMITED TO THE AMOUNTS PAID BY DEVELOPER TO THE COMPANY IN THE SIX (6) MONTHS PRECEDING THE ACTION THAT GAVE RISE TO THE CLAIM.  NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS SET FORTH IN THIS SECTION 8.2 SHALL NOT LIMIT A PARTY’S LIABILITY UNDER SECTION 6 (CONFIDENTIALITY) OR SECTION 8.1 (INDEMNIFICATION). 


9. MISCELLANEOUS

9.1 Dispute Resolution.  If any dispute arises under this Agreement, including relating to a party’s rights or obligations under this Agreement, and the parties are unable to resolve the dispute in the ordinary course of business, the parties will use good-faith efforts to resolve the matter informally before resorting to more formal means of resolution.  After the informal dispute resolution process, any remaining dispute will be resolved by arbitration, including threshold questions of arbitrability of the dispute.  The parties agree that any dispute will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect.  Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules and will be held in Delaware, or in a place otherwise mutually agreed by the parties.  A party may apply to the arbitrator for interim injunctive relief until the arbitration award is rendered or the controversy is otherwise resolved and may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that party pending the arbitration award.  Unless otherwise awarded by the arbitrator, each party shall bear its own costs and expenses and an equal share of the arbitrator’s and any administrative arbitration fees.  Except to the extent necessary to confirm an award or as may be required by applicable laws, rules and regulations, neither a party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of the other parties.  In no event shall arbitration be initiated after the applicable Delaware statute of limitations.  IN ADDITION, EACH PARTY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES ANY CLAIM OR DEFENSE IN ANY SUCH ARBITRATION OR PROCEEDING BASED ON ANY ALLEGED LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, FORUM NON CONVENIENS OR ANY SIMILAR DOCTRINE OR THEORY.  EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


9.2 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


9.3 Assignment. Neither party may assign this Agreement without the prior written consent of the other party; provided, however, either party may assign this Agreement and/or any or all of its rights and/or obligations under this Agreement without the other party’s prior written consent (a) to any person or entity that controls, is controlled by or is under common control with the assigning party, or (b) in connection with a Sale Transaction with respect to the assigning party; provided further, that the assignee: (i) provides prompt written notice of such assignment to the non-assigning party, (ii) is capable of fully performing the obligations of the assignor under this Agreement, and (iii) agrees to be bound by the terms and conditions of this Agreement.  Subject to the foregoing limitation on assignment, this Agreement is binding upon and inures to the benefit of the successors and assigns of the respective parties hereto.  A “Sale Transaction” with respect to a party shall mean (x) the merger or consolidation of such party with another entity, or other similar transaction, (y) the sale of all or substantially all of the stock of such party or (z) the sale of all or substantially all of such party’s assets or business to which this Agreement relates.  Subject to the foregoing limitation on assignment, this Agreement is binding upon and inures to the benefit of the successors and assigns of the respective parties hereto.


9.4 No Agency Relationship. The relationship between the Company and Developer shall not be construed as a joint venture, partnership or principal-agent relationship, and under no circumstances shall any of the employees of one party be deemed to be employees of the other party for any purpose.  This Agreement shall not be construed as authority for either party to act for the other in any agency or any other capacity, except as expressly set forth in this Agreement.


9.5 Third Party Beneficiaries. This Agreement is not intended and shall not be construed to create any rights or benefits upon any person not a party to this Agreement.


9.6 Costs and Expenses. Unless specifically provided for elsewhere in this Agreement, each party will bear its own costs and expenses, including legal fees, accounting fees and taxes incurred in connection with the negotiation and performance of this Agreement.


9.7 General Announcements; Legal Notices.  Company may send announcements of general interest by email or posting on its website or through Developer's service account (if applicable).  Notices to Developer may be sent to Developer's designated contact information and Developer will immediately notify Company if such contract information changes.  Company will provide Developer with legal notices by email, mail, or courier to the address provided by the Developer.  All legal notices to Company must be in writing and mailed to 18 King St E, Suite 803, Toronto, ON m5C 1C4 to the attention of the Legal Department, with a copy emailed to operations@ideogram.ai.


9.8 Entire Agreement; Order of Precedence. This Agreement, including any exhibits, Order Forms, or other documents attached hereto or referenced herein, each of which is hereby incorporated into this Agreement and made an integral part hereof, constitutes the entire agreement between the parties relating to the subject matter hereof and there are no representations, warranties or commitments except as set forth herein.  This Agreement supersedes all prior understandings, negotiations and discussions, written or oral, of the parties relating to the transactions contemplated by this Agreement.  In the event of any conflict or inconsistency among the following documents, the order of precedence will be (1) the applicable Order Form and (2) this Agreement.


9.9 Modification; Interpretation. Company may modify the terms of this Agreement (including any terms or policies referenced herein as applicable) from time to time, with notice to Customer as outlined in Section 9.7 (Notices), or by posting the updated and/or modified Agreement on Company’s website.  Developer can review the most current version of the Agreement at any time by visiting the website.  The revised Agreement will become effective on (a) the date outlined in the notice or (b) the effective date of the posted change (above), whichever is later.  If Developer accesses or uses the Ideogram API after the effective date, such use will constitute Company’s acceptance of any revised terms and conditions. The term “including” as used herein means “including without limitation.” 


9.10 Governing Law. This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws rules, and the proper venue for any disputes arising out of or relating to any of the same will be the arbitration venue set forth in this Section 9.1, or if arbitration does not apply, then the state and federal courts located in Delaware.


9.11 Provisions Severable. If any provision of this Agreement shall be or become wholly or partially invalid, illegal or unenforceable, such provision shall be enforced to the extent that it is legal and valid and the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns.


9.12 Waivers; Cumulative Remedies. No failure or delay by a party to insist upon the strict performance of any term or condition under this Agreement or to exercise any right or remedy available under this Agreement at law or in equity, shall imply or otherwise constitute a waiver of such right or remedy, and no single or partial exercise of any right or remedy by any party will preclude exercise of any other right or remedy.  All rights and remedies provided in this Agreement are cumulative and not alternative; and are in addition to all other available remedies at law or in equity.


9.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which shall constitute one and the same instrument.