1. ACCEPTANCE OF TERMS

These Terms of Service (this “Agreement”) between Twelve20 Ventures LLC (“we”, “us” or “Copy Ninjas”) and you govern your access and use of our copywriting and graphic design platform made available through www.copyninjas.io (this “Site”) and the subscription or other services we provide (the “Services”).  By using this Site and accessing our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement.

This website is managed and operated from the United States. We do not claim that the materials on this platform are suitable or accessible for use in other countries, and access to them from territories where their contents are illegal is prohibited. Individuals who choose to access this platform from locations outside the United States are responsible for adhering to all applicable laws.

We may make changes to this agreement periodically. By continuing to use this platform and its services after any updates, you are accepting the changes in their entirety. All updates will take effect immediately upon being posted. We recommend that you check the “Terms of Service” link on the home page each time you visit this platform to stay informed of any updates.

2. PRIVACY POLICY

2.1 Our privacy policy, located at www.copyninjas.io/privacy-policy, outlines how we may handle your personal information. By continuing to use this platform, you are agreeing to the terms outlined in the Privacy Policy, which is considered a part of this agreement. If you do not agree with the way we use your personal information as described in the Privacy Policy, we request that you leave this platform immediately. Please note that you must be at least 18 years old to access this platform.

3. THE SERVICES 

3.1 As long as you comply with this agreement and have an active subscription plan, and we have received the associated payment, we will make the applicable Services available to you during your subscribed term. We will use commercially reasonable efforts to make the Services available subject to planned downtime and any unscheduled emergency maintenance. We reserve the right to modify, replace, or discontinue the Services at any time, for any reason, without notice to you.

3.2 You are only allowed to access and use the Services in accordance with the terms of this agreement. You agree to: (i) provide accurate, current, and complete information about yourself as prompted by any form on the Site (“Registration Data”); (ii) maintain and promptly update the Registration Data, to keep it accurate, current, and complete; (iii) maintain the security of any password and identification information; (iv) notify us immediately of any unauthorized use of your account; (v) accept sole responsibility for any and all activities that occur on your account. Each person who uses any Services must have a separate username and password. You must provide a valid email address for each person that you authorize to use your account. You agree to provide any other information that we reasonably request.

3.3 It is your responsibility to obtain and maintain all necessary equipment and services, such as telecommunications and computer equipment, for accessing and using the Services, and to pay all associated charges.

3.4 We reserve the right to terminate your account without prior notice or liability if, in our sole discretion, we find that you have violated this agreement, are not in alignment with our model, have shared usernames or passwords, have violated our core values, or have abused our services or team in any way, including using our services for illegal purposes.

3.5 “Licensed Content” refers to content that we own or have a license to use, including artwork, stock photographs, audio, typeface, video, designs, and writings. While you will be the sole and exclusive owner of all rights, title, and interest in your content project, the Licensed Content incorporated in your content project is subject to the license described in Section 4. No rights are granted to you other than those explicitly outlined in this agreement. You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions or recommendations that you provide to us.

3.6 So long as you continue to comply with this agreement, including timely payment of any associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business purposes. You may not access or use the Services to monitor its availability, performance, or functionality for competitive purposes. You may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the Services, (b) modify, translate or create derivative works based on the Services, (c) use the Services for any purpose other than its own internal purposes; or (d) use the Services other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).

4. USE OF THE SERVICES

4.1 You may use the Services for any number of projects and scope that you have subscribed for under the applicable plan and as appropriate based on the size of your account. While we accept unlimited requests and revisions, our output volume depends on many factors, including the total request volume, subscribed daily output, and project complexity. We will do our best to accommodate any priority items and your timelines, but we suggest not using our Services for time-sensitive projects.

4.2 We strive to minimize mistakes, but due to the nature of creative writing, we cannot guarantee that all files and text delivered will be 100% error-free. Upon delivery of a file, you agree to review and proof all files for any errors or omissions and notify us if any changes or corrections are needed within seven (7) days of receipt. We will do our best to rush edits to correct any mistakes that you notify us about during this time period. If you notify us of any errors after that time period, we will try to work with you to make corrections.

4.3 The speed of your account is determined by the number of subscriptions you have. A subscription is a measurement of output and represents what we can accomplish in a business day using our team, software, and writing and graphic design platform. The amount of work we can create with a single subscription depends on various factors such as the type of plan, volume of requests, and complexity of requests. We do not guarantee the amount of work we can create with a single subscription. To increase the volume of work we can complete within a business day, we suggest adding subscriptions to your account.

4.4 You are the owner and/or controller of all of your information, data or materials that you provide to us to use the Services (“Customer Content”). By submitting Customer Content to us, you are representing that you are the owner of such Customer Content and/or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty-free, non-exclusive license to access and use Customer Content to provide the Services.

4.5 You will be the sole and exclusive owner of all rights, title, and interest in and to the deliverables, including all intellectual property rights therein. We agree that with respect to any deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such deliverables are deemed a “work made for hire” for you. To the extent that any deliverables do not constitute a “work made for hire,” we irrevocably assign you all rights, title, and interest throughout the world in and to the deliverables, including all intellectual property rights therein. However, the terms of this Section 4.5 are subject to your compliance with this agreement, your full payment of applicable amounts due, and the terms of Sections 4.6 and 5.

4.6 During the provision of the Services, we may use certain pre-existing materials. We and our licensors retain ownership of all rights, title, and interest in and to any pre-existing materials. We grant you a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute any pre-existing materials to the extent they are incorporated in, combined with, or otherwise necessary for the use of the Services or deliverables. We reserve all other rights in and to such pre-existing materials.

4.7 Copy Ninjas does not support and will not tolerate the use of its Service to discriminate against others, particularly based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Service in a manner that incites, promotes, or supports discrimination and you must not use the Service to incite or promote hostility or violence. If we determine, in our sole discretion, that your use of the Service is being used to discriminate, especially based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Service without notice or liability for any reason.

5. USE OF STOCK SERVICES

5.1 Subject to compliance with this Agreement and full payment of applicable amounts due, we grant you a revocable, non-exclusive, non-transferrable, royalty-free, worldwide right and license to the Licensed Content for your personal or professional use, including but not limited to use in your own design project. Except as expressly permitted by us, you agree not to, directly or indirectly, stockpile, sell, lease, sublicense, distribute, copy, reproduce, republish, reverse engineer, download, data mine, or modify any Licensed Content made available through the Premium Stock Service.

5.2 To the extent that we license the Licensed Content from any third party, including but not limited to Adobe Stock, Unsplash, you agree to comply with the relevant third-party license. Except with our written permission, you may not: (i) sell, resell, rent, lease, sublicense, assign, grant a security interest in, or otherwise transfer any part of your rights to use Licensed Content apart from a design deliverable prepared by us or as part of a design product for your own personal use; (ii) change, alter, adapt, translate, convert, modify, or make any derivative works of any Licensed Content; (iii) falsely represent that you are the original creator of any Licensed Content; (iv) use Licensed Content in a pornographic, defamatory, or other unlawful manner; (vi) use Licensed Content in any way that allows others to download, extract, or redistribute Licensed Content as a standalone file or work.(vii) use Licensed Content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model.

5.3 Our licensors and we retain ownership over Licensed Content licensed from them, whether downloaded through our Stock Services or incorporated into your graphic or content deliverable. We reserve the right to terminate, revoke, or withdraw all licenses upon your failure to comply with any provisions of this Agreement. In the event of any termination, you will have no further right to make use of the Licensed Content, which may include the Licensed Content that we have included in your design or content deliverable.

5.4 Copy Ninjas does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe in our sole determination that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Service, without notice and liability for any reason.

6. FEES 

6.1 Using our Services requires payment of recurring or pay-per-project fees. Before we are obligated to provide any Services, you must pay the fees in full, along with any applicable taxes, in accordance with the amounts and billing frequency specified during registration, as well as any updates made by you in the future. By registering for the Services, you authorize us to charge your chosen method of payment (e.g., credit card) for the fees and taxes from your registration date based on your chosen billing frequency (e.g., monthly, quarterly, annually). Any unpaid charges will accrue interest at a monthly rate of 1.5% of the outstanding balance, or the maximum rate permitted by law, whichever is lower. We reserve the right to terminate your account for non-payment of any amounts owed to us. All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically stated in this section.

6.2 We reserve the right to change our fees with 5 days advance notice. By continuing to use the Services, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.

6.3 We hope that you are satisfied with our Services. If for any reason you are not, you may cancel your subscription at any time. Upon cancellation, you will continue to have access to the Services and your files through the end of your current paid billing term. Once the billing term ends after cancellation, you will no longer have access to the Services and may lose access to your files on the Site.

6.4 You may request a refund from us if you cancel your subscription within 30 days of signing up. After this 30-day period, we will not issue a refund. We may refuse a refund request at our discretion if we find evidence of fraud, refund abuse, or other manipulative behavior. Promotions, trial periods, upgrades, and adjustments to existing plans are non-refundable.

7. CONFIDENTIAL INFORMATION 

7.1 The term “Confidential Information” refers to any non-public or proprietary information, including but not limited to information about current or future business, products and services, research, images, development, design details and specifications, and marketing plans.

7.2 During our relationship, you may disclose your Confidential Information to us. We pledge to keep it confidential and not disclose it to any third party without your written approval, and to use your Confidential Information only for the purposes of providing the Services. We will only allow access to your Confidential Information to employees, officers, directors, contractors, representatives, and agents who are involved in providing Services to you. We will not be held responsible for any breaches of this provision by our employees, officers, directors, contractors, representatives, and agents.

7.3 During our relationship, we may similarly disclose our Confidential Information to you. You agree to keep it confidential and not disclose it to any third party without our written approval, and to use our Confidential Information only as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives, and agents who need to know it. You will be held responsible for any breaches of this provision by your employees, officers, directors, contractors, representatives, and agents.

7.4 The following information is not considered Confidential Information: (a) information that was already in the public domain at the time of its disclosure or has entered the public domain without breaching this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third party source not directly or indirectly involving a breach of this Agreement.

7.5 The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.

8. PORTFOLIO RIGHTS

8.1 You hereby grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, publish, and display any deliverables that we develop in connection with the Services for the purpose of marketing and advertising (the “Portfolio Rights License”). You may revoke the Portfolio Rights License at any time by sending written notice to [email protected]. If you revoke the Portfolio Rights License, we will stop using your deliverables for marketing and advertising purposes, however your deliverables may continue to exist elsewhere online such as where the deliverables have been used by others in accordance with the Portfolio Rights License.

9.TERM AND TERMINATION

9.1 This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service.  All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

9.2 We may terminate this Agreement at any time upon notice if you default or breach this Agreement.  Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files.  If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.

10. DISCLAIMER OF WARRANTIES

10.1 We represent and warrant that you will receive good and valid title license to all deliverables, free and clear of all encumbrances and liens of any kind, except for Licensed Content and other pre-existing materials, which may be subject to additional terms and restrictions.  EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 9.1, THE SITE AND THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE”.  WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.

11. LIABILITY WAIVER

11.1 WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. INDEMNIFICATION

12.1 YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES OR ANY DELIVERABLES.  YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

13. LINKS TO THIRD-PARTY PLATFORMS

13.1 If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.

14. DIGITAL MILLENNIUM COPYRIGHT ACT

14.1 We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials from this Site by submitting written notification to our agent designated below.

14.2 In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512), also known as the DMCA, any written notice of copyright infringement, referred to as the “DMCA Notice,” must include the following:

(1) Your physical or electronic signature

(2) Identification of the copyrighted work you believe has been infringed, or a representative list if multiple works are involved

(3) Identification of the infringing material in a manner that allows us to locate it

(4) Adequate contact information, including your name, address, phone number, and email address (if available)

(5) A statement that you have a good faith belief that the use of the copyrighted material is not authorized by the copyright owner, its agent, or the law

(6) A statement that the information in the notice is accurate

(7) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner

14.3 Our designated agent to receive DMCA Notices is:

[email protected]

15. DISPUTES RESOLUTION AND CHOICE OF FORUM

15.1 This Agreement is governed by the laws of the State of California and any legal action, claim, or proceeding relating to or arising out of this Agreement shall be instituted in a state or federal court of competent jurisdiction in San Diego County, California. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

15.2 If no court in San Diego County, California is found to have jurisdiction, then the parties shall adjudicate any dispute arising out of or relating to this Agreement by binding arbitration administered by the International Centre for Dispute Resolution in San Diego, California in accordance with its International Arbitration Rules. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

15.3 The parties agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.

15.4 The parties agree that any cause of action or claim arising out of or relating to these terms of use must be commenced within one (1) year after the cause of action accrues, otherwise such cause of action or claim is permanently barred.

16. ASSIGNMENT

16.1 This Agreement and the rights and obligations are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

17. SEVERABILITY

17.1 If any provision of this Agreement is deemed invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions will remain in full force and effect. The invalid, illegal, or unenforceable provision will be replaced by a valid, legal, and enforceable provision that comes closest to the intent of the parties underlying the invalid, illegal, or unenforceable provision.

NON-WAIVER

18.1 The failure of either party to exercise any right provided for in this Agreement shall not be deemed a waiver of any further rights. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.

FORCE MAJEURE

19.1 If we are unable to perform any obligation under this Agreement due to any matter beyond our reasonable control, including but not limited to pandemics, government shutdowns, natural disasters, war, civil disorder, industrial/labor disputes, and hostile network attacks, we will have no liability to you for such failure to perform. However, we will resume performance promptly upon removal of the circumstances constituting the force majeure event.

ENTIRE AGREEMENT

20.1 If you have executed a separate agreement with us concerning your access to and use of this Site or our Services, the terms and conditions of that agreement will take precedence over any conflicting terms in this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.