These Terms of Use are effective as of January 27, 2025. 

These Terms of Service (“Terms”) apply to your (“you” or “your”) use of Qwerk’s design and collaboration platform (the “Service”). By using the Service, you agree that these terms will become a legally binding agreement between you and the Qwerk Contracting Entity identified in these Terms (“Qwerk”).

1. Overview

A. Using Qwerk. 

Qwerk is a platform that empowers people to design virtually anything, from social media images to logos, greeting cards, merchandise, and websites (each a “Design”). When you use the Service, you also have the option to upload your own content (“User Content”), such as videos, images, and files, which you have full control and responsibility over. You can use your User Content and tools available in Qwerk to create your Designs.

The Service is made available on Qwerk.ai, Qwerk mobile apps, Qwerk desktop applications, and in other forms provided or made available by Qwerk. Your use of the Service is subject to these Terms and Qwerk’s Acceptable Use Policy. 

By using the Service you acknowledge and agree to Qwerk’s Privacy Policy. You may use the Service only if you can form a binding contract with Qwerk and are legally permitted to do so. By using the Service, you represent and warrant that you have the full right, power and authority to agree to and be bound by these Terms and to fully perform all of your obligations hereunder.

B. Signing up with a managed email address. 
If you sign up for the Service using an email address associated with your employer or another organization (“Admin Entity”), (i) you represent and warrant that you have the authority to bind the Admin Entity to these Terms; (ii) your use of the Service will bind your employer or the organization to these Terms; and (iii) “you” and “your” in these Terms will refer to both you and the Admin Entity. The Qwerk account you create using an email address associated with an Admin Entity will be an “Administered Account”.

If you’ve signed up for the Service using an Administered Account, at the Admin Entity’s request, Qwerk may:

• share your email address, name and account information with your Admin Entity; and

• transfer control of the Administered Account to the Admin Entity.

If your Administered Account is transferred, the Admin Entity’s admin will be able to access, transfer and control your Administered Account and all content and designs associated with it, as well as:

• make changes to the Administered Account and billing settings and privacy preferences;

• make changes to the folder permissions; and

• delete the Administered Account.

If your Admin Entity has requested control of your Administered Account, Qwerk will provide you with notice and the opportunity to transfer your content and designs to a personal Qwerk account (subject to you providing us with a valid email address) before the Administered Account is transferred to your Admin Entity.

C. Qwerk Enterprise. 
Our Qwerk Enterprise plan is intended for teams, businesses and organizations of all sizes who want to work and design together. If you create a Team on behalf of an organization or employer, you are binding them to these Terms and all the obligations set out in them. If they haven’t authorized you to do this, you’ll need someone who is authorized to create the Team.

2. Using the Service

A. Age Requirement. Children may not access or use the Service unless their use is directly authorized by their parent, guardian or another authorized adult (such as a teacher) who agrees to be bound by these Terms. For purposes of these Terms, a child is a person under the age of 13 (or the minimum legal age required to provide consent for processing of personal data in the country where the child is located).

B. Access to the Service. Subject to your compliance with these Terms, you are granted a non-exclusive, limited, non-transferable, freely revocable license to access and use the Service for business or personal use. Qwerk reserves all rights not expressly granted under these Terms. Each person must have a unique account and you are responsible for any activity conducted on your account. You may not allow any other party to access or use the Service with your unique username, password, or other security code.

C. Acceptable Use Policy. Your use of the Service, your User Content, and your Designs, must comply with Qwerk’s Acceptable Use Policy. If you fail to comply with any provision of Qwerk’s Acceptable Use Policy, Qwerk may delete the violating User Content and/or Designs or suspend or terminate your account with immediate effect.

D. Anti-discrimination. Qwerk 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.

E. Restrictions on Use of the Service. You shall not yourself or through any third party (i) rent, lease, sell, distribute, offer in a service bureau, sublicense, or otherwise make available the Service to any third party (except as permitted under these Terms); (ii) copy, replicate, decompile, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Service, or any part thereof; (iii) access the Service for purposes of performance benchmarking; (iv) access the Service for purposes of building or marketing a competitive product; (v) use the Service to store or transmit a virus or malicious code; (vi) use a virtual private network (VPN) to circumvent geographic-based pricing or content access; (vii) use the Service to transmit unsolicited emails or engage in spamming; (viii) use any form of data mining, extraction, or scraping on the Service and/or the contents available therein for machine learning or other purposes; or (ix) bypass the measures we may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service.

3. Security and Data Privacy
A. Information Security. Qwerk implements and maintains physical, technical and administrative security measures designed to protect your information from unauthorized access, destruction, use, modification or disclosure. 

B. Data Privacy. Qwerk’s Privacy Policy describes how Qwerk collects, uses, transfers, discloses and stores your personal data. By creating a Qwerk Teams account, you confirm that you have read, understood and agree to our Data Processing Addendum Data Processing Addendum⁠ in full, and that the Data Processing Addendum shall be incorporated into these Terms to the extent Personal Data subject to Applicable Data Laws (as defined in the Data Processing Addendum) is processed by Qwerk on your behalf in connection with your use of the Service. In the event of any conflict between these Terms and the Data Processing Addendum, the Data Processing Addendum shall prevail.

4. Content and Designs

A. User Content. You represent and warrant that you own all rights, title, and interest in and to your User Content or that you have otherwise secured all necessary rights in your User Content as may be necessary to permit the access, use and distribution thereof as contemplated by these Terms. As between you and Qwerk, you own all right, title and interest in and to your User Content. You grant Qwerk a royalty-free and sublicensable license to display, host, copy, store and use your User Content solely to the extent necessary to provide the Service to you. To the extent you include User Content in a Design that you’ve shared with others, you grant Qwerk a perpetual, royalty-free, sublicensable, license to display, host, copy, store and use your User Content to the extent necessary to continue to make that Design available.

You agree that if you opt-in to do so via the privacy settings within your account settings, Qwerk, its affiliates, and its third party service providers that enable functionality within the Service may use your User Content to develop, improve, and provide the AI products and services, including through the use of machine learning technologies. Learn more about how you can manage your settings at Qwerk.ai.

B. Designs. Your Designs may include a combination of User Content. While you retain ownership of your User Content.

C. Sharing and Publishing Your Designs. You may publish or share Designs with others within the Service, via a Third Party Service, or via a link. Qwerk maintains no responsibility in relation to such sharing of Designs and Qwerk’s enablement of such activity or the Service’s performance of actions to publicly share Designs at your instruction shall not be considered a violation of any of Qwerk’s obligations under these Terms.

5. Use of AI Products

You may use AI-powered functionality Qwerk may make available on the Service from time to time (collectively, "AI Products"). Your use of AI Products is subject to additional obligations and restrictions set forth below.

A. AI Functionality: Qwerk may provide access to AI-powered features within the Service (collectively, "AI Products"). These AI Products include, but are not limited to, tools for image generation, and content creation. By using these features, you acknowledge and agree that the outputs generated ("AI-Generated Content") are provided "as-is" and may require additional review or modification before use.

B. Rights to AI-Generated Content:

1. Ownership: You retain ownership of any AI-Generated Content created using your User Content.

2. Licensing: By using AI Products, you grant Qwerk a non-exclusive, royalty-free, worldwide license to use, modify, and reproduce your User Content solely for the purpose of enhancing and delivering the AI Products.

3. Prohibited Uses: You agree not to use AI-Generated Content to infringe on intellectual property rights, defame others, or violate any applicable laws or regulations.

C. Prohibited Uses of AI Products: You are prohibited from using the AI Products to:

1. Mislead anyone that the content generated by AI Products is human-generated;

2. Provide medical advice or any content regarding the treatment, prevention, diagnosis, or transmission of diseases;

3. Provide legal or financial advice;

4. Generate contracts or legally binding obligations;

5. Generate political content, including for dissemination in electoral campaigns;

6. Generate spam, ransomware, keyloggers, viruses, or other harmful software;

7. Generate nudity or shocking content, including obscene gestures, bodily fluids, or other profane subjects;

8. Generate or disseminate information to be used for the administration of justice or other legal purposes;

9. Implement fully automated decision-making processes.

D. Use of Technology Partners:

1. Third-Party Providers: Qwerk leverages third-party large language models ("LLMs") and other AI technologies ("Technology Partners") to power its AI Products. These Technology Partners may process your inputs and User Content solely for the purpose of generating AI-Generated Content.

2. Disclaimer: You acknowledge that any Input you provide, including any personal data you choose to include within that Input, will be shared with third-party service providers we engage to enable functionality within the Service. By using the AI Products, you direct and consent to personal data you include in an Input being transferred to third parties, including OpenAI, LLC., in the United States, which depending on where you reside, may not provide the same level of protection for your personal data.

E. Limitations and Disclaimers:

1. Qwerk does not guarantee the accuracy, reliability, or appropriateness of AI-Generated Content for specific purposes.

2. You are solely responsible for verifying that any AI-Generated Content complies with applicable laws, regulations, and third-party rights.

3. Qwerk assumes no liability for actions or decisions taken based on AI-Generated Content.

6. Enterprise Administration

You can create or join a “Enterprise” on Qwerk that allows you to collaborate with others. The creator of the Team is the “Team Owner.” Each Team may have one or more people identified as administrators (each, an “Administrator”) by the Team Owner or another Administrator. Both the Team Owners and Administrators can add, modify or remove people from the Team as well as manage their permissions and access to User Content and Designs. Only the Team Owner may assign a new Team Owner. If you add a person to a Team, you represent and warrant that you or your organization have obtained all necessary consents from that person to be added. If you enable account management services which allow you to manage the Teams and Users using Qwerk at your organization, you represent and warrant that you are authorized to do so on behalf of your Team and/or organization.

If you are on Team on Qwerk Pro or Qwerk Enterprise, the Team Owner or Administrator may control access to, delete, or re-assign ownership to the User Content you upload and Designs you create on the account you access as part of the Team. Qwerk is not responsible for any actions taken by Team Owners or Administrators. It is your responsibility to not upload User Content or create Designs on an account associated with a Team if you do not want to potentially transfer ownership or disclose such User Content or Designs to others on the Team.

7. Billing

Qwerk offers a free and paid Service. You can learn more about Qwerk’s various subscription offerings on Qwerk.ai. Pricing may vary by location and will be based on the billing information you provide us at the time of purchase. If you are on a Qwerk Pro or Enterprise plan, the Team Owner will be billed for and is responsible for payment of subscription fees.

A. Subscriptions and Renewals. If you are subscribing to Qwerk Standard, Qwerk Pro, or Qwerk Enterprise, you can sign up for either a monthly or annual subscription. Your subscription will automatically renew on a monthly or annual basis as applicable. You can cancel your subscription at any time. If you cancel your subscription, you will not receive a refund or credit for any amounts that have already been billed.

B. Pricing for Additional People on your Team. If you are on a Qwerk Stanrd, Pro, or Enterprise plan, when you add people to a Team, you will be billed for them on your next Billing Date (as defined below) unless they delete their account or are removed from your Team by you or an Administrator prior to the Billing Date. Subscription fees for additional people on your Team will be in accordance with the Qwerk Pricing. You will not receive a refund or credit for removing people from your Team that have already been paid for.

C. Taxes. Your subscription fees are inclusive of all taxes unless otherwise specified in an agreement with Qwerk, within the Service or on an applicable invoice. Tax rates are calculated based on the billing information you provide and the applicable tax rate at the time of your subscription charge.

D. Cancellation. You can stop using the Service and/or cancel your subscription at any time via your account settings. If you cancel your subscription, you will not be entitled to a refund of any fees already paid and any outstanding fees will become immediately due and payable.

E. Free Trials and Pilots. Qwerk may offer you a free trial or pilot to allow you to try our Service. Qwerk reserves the right to set eligibility requirements and the duration for free trials and pilots.

At the end of your free trial, Qwerk will charge the relevant subscription fee for the next billing cycle to your nominated payment method, unless you cancel your subscription prior to the end of the free trial. If you have access to a pilot, your access to the Service will cease if you do not enter into a paid subscription prior to the end of the pilot period.

G. Changes to Pricing. Qwerk reserves the right to change its prices at any time. If you are on a subscription plan, changes to pricing will not apply until your next renewal or thirty (30) days after notice, whichever is later.

G. Billing Communications. You agree that Qwerk may contact you at any time by email, push notifications, or other method with information relevant to your subscription, billing, and use of the Service.

8. Qwerk’s Intellectual Property

Except as expressly set out in these Terms, all intellectual property rights in and to the Service remain the sole property of Qwerk and its licensors. You assign to Qwerk any suggestions, ideas, enhancement requests, or other feedback you provide to Qwerk relating to the Service or Qwerk’s products. Qwerk owns all content, data, software, inventions, ideas and other technology and intellectual property that it develops in connection with the Service and its products.

9. Warranty Disclaimer.

The Service is 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, Qwerk, its licensors, and its 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. Qwerk does not warrant that your use of the Service will be uninterrupted or error-free. Qwerk does not warrant that it will review your data for accuracy or that it will preserve or maintain your data without loss. You understand that use of the Service necessarily involves transmission of your data over networks that Qwerk does not own, operate, or control, and that Qwerk is not responsible for any of your data lost, altered, intercepted or stored across such networks. Qwerk 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 Qwerk’s reasonable control.

10. Third Party Services.

You may elect to use the Service in conjunction with third-party websites, platforms or apps (including, but not limited to, those available at Qwerk.ai) (“Third Party Service(s)”). Your use of a Third Party Service is subject to the terms and conditions applicable to that Third Party Service. Qwerk makes no representations or warranties in relation to Third Party Services and expressly disclaims all liability arising from your use of Third Party Services.

11. Your Indemnity Obligations

You agree, to the extent permitted by law, to defend, indemnify and hold harmless Qwerk and its affiliates, officers, directors, agents, licensors and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from or related to (i) your violation of these Terms or (ii) your User Content.

12. Limitation of Liability

In no event shall either party’s aggregate cumulative liability hereunder (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise) exceed the greater of (i) $100 USD or (ii) the subscription fees paid by you to Qwerk during the twelve-month period preceding the event or occurrence giving rise to such liability. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’

In no event shall either party be liable for any consequential, incidental, indirect, special, exemplary or punitive damages, losses, or expenses (including but not limited to business interruption, lost business or lost profits) even if it has been advised of their possible existence and notwithstanding the failure of essential purpose of any remedy. The foregoing limitations shall not apply to liabilities arising out of your indemnification obligations or your breach of the section entitled ‘restrictions on use of the service.’

Qwerk is not responsible for, and assumes no liability for, the contents of User Content.

These terms do not affect consumer rights that cannot by law be waived or limited. These terms do not exclude or limit liability arising out of either party’s gross negligence, fraud or willful misconduct.

13. Term and Termination

A. Term. These Terms shall take effect the first time you access the Service and shall continue in full force and effect until i) if you are a paid subscriber, the expiration or termination of your subscription; or ii) if you are using Qwerk’s free offering, when your account is deleted or terminated.

B. Violations. If Qwerk, in its reasonable discretion, determines that you or your use of the Service, your User Content, or your Designs violate these Terms, including but not limited to, Qwerk’s Acceptable Use Policy, the Section entitled ‘Restrictions on Use of the Service,” or the Section entitled “Anti-discrimination,” (any of which is considered a “Violation”) Qwerk may take one or more of the following actions: (i) delete the prohibited User Content or Designs; (ii) suspend your access to the Service; (iii) terminate and delete your account along with all Designs and User Content associated with that account (iv) permanently ban you from using the Service; and/or (v) disclose the prohibited User Content or Designs to appropriate government authorities.

C. Effect of Termination. In the event of termination of your subscription for cause due to default by Qwerk, Qwerk shall refund, on a prorated basis, any prepaid fees for the Service for the period beginning on the effective date of termination through the end of your then-current subscription. In the event of a termination of your subscription to a violation by you, you will not receive any refund and shall immediately pay any outstanding fees for the remaining period of your subscription.

Upon any expiration or termination of your Subscription, you must cease using the Service. You will lose access to your Designs, User Content, and any other information uploaded to the Service (and we may delete all such data unless legally prohibited) after expiration or termination of Your Subscription. User Content included in any shared Design will continue to available within that Design even after the expiration of Your Subscription. Unless your account was terminated due to a Violation, you can download or export your User Content and Designs using the functionality of the Service prior to the expiration or termination of your subscription. If your account has been terminated due to a Violation, you may not create a new account on any Qwerk Service unless you receive Qwerk’s written permission.

D. Survival of Terms. Sections titled “Term and Termination,” “Billing,” “Qwerk’s Intellectual Property,” “Limitation of Liability,” “Indemnification,”and “Miscellaneous” inclusive, shall survive any expiration or termination of these Terms.

14. Miscellaneous

A. Compliance with Applicable Law. You agree to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with your use of the Service. Qwerk agrees to abide by all applicable local, state, national and foreign laws, treaties and regulations, in connection with its provision of the Service.

B. Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Florida, USA, without regard to any conflict of laws provisions.

C. Export Restrictions. The Service is subject to trade sanctions and laws and regulations that govern the import, export, and use of the Service. These laws or regulations may prohibit Qwerk from providing you the Service or require that we discontinue making it available to you without notice. By using the Service you agree to comply with all trade sanctions, export and import laws, and regulations and warrant that (i) you are not prohibited from accessing the Service, and (ii) you will not make available the Service to anyone who is prohibited from accessing it under the laws or regulations of any jurisdiction.

D. Dispute Resolution. If you have a dispute arising out of these Terms, contact us legal@qwerk.ai first and we’ll attempt to work with you to resolve the dispute. In the event that we’re unable to resolve a dispute directly, you and Qwerk each agree to resolve any claim, dispute, or controversy (excluding any Qwerk claims for injunctive or other equitable relief) arising out of or in connection with these Terms and/or the Service (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Consumer Arbitration Rules then in effect for the AAA, except as provided herein. The arbitration will be conducted through videoconferencing or at an agreed location reasonably convenient to both parties. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules. The award rendered by the arbitrator may include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of that party’s data security, Intellectual Property Rights, or other proprietary rights. All Claims must be brought in the parties’ individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Unless we agree otherwise, the arbitrator or a court may not consolidate more than one person’s claims. You agree that, by entering into this agreement, you and Qwerk are each waiving the right to a trial by jury or to participate in a class action. You and Qwerk each agree that any Claim filed with a court in the United States for any reason shall be filed in the United States District Court for the Middle District of Florida or the state courts of Florida in the County of Volusia.

E. Qwerk Contracting Entity. The Qwerk entity contracting with you under these Terms and the address to which you should send legal notices to legal@qwerk.ai or Qwerk AI, LLC, 100 E Granada Blvd, Ormond Beach, FL 32176, United States of America. Attn: Legal

F. Purchasing through a Reseller. If You purchase the Service through an authorized distributor or reseller (“Reseller”) these Terms apply to your use of the Service unless you have entered into a separate agreement with Qwerk for such use. BIlling will be managed by the Reseller, therefore Section 9 (Billing) does not apply. Resellers are not authorized to make any representations or commitments on Qwerk’s behalf and, unless otherwise agreed via a mutually executed agreement between You and Qwerk, Qwerk is not bound to any obligations other than those set forth in these Terms.

G. Assignment. You may not assign these Terms or any of your rights under these Terms without Qwerk’s consent except to any successor by way of a merger, acquisition, or change of control. Qwerk may transfer or assign any of its rights and obligations under these Terms, in whole or in part, at any time with or without notice.

H. Headings and Explanations. Headings used in these Terms and the explanatory boxes are provided for convenience only and will not in any way affect the meaning or interpretation of the Terms or any portion thereof.

I. Severability. If a particular provision of these Terms is found to be invalid or unenforceable, it shall not affect the other provisions, and the Terms shall be construed in all respects as if that invalid or unenforceable provision had been limited or omitted to the minimum extent necessary.

J. Waiver. Qwerk’s express waiver or failure to enforce any provision of these Terms shall in no way be construed to be a present or future waiver of such provision nor affect Qwerk’s ability to enforce any provision thereafter.

K. Notices. All required notices to you will be sent to the email address associated with your account or through other legally permissible means.

L. DMCA. We respect the intellectual property rights of artists and content owners. We will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”). 

M. Changes to these Terms. We may modify these Terms (and any policies or agreements referenced in these Terms) at any time. We will post the most current version of these Terms on Qwerk.com. We will provide you with reasonable advance notice of any change to the Terms that, in our sole determination, materially adversely affect your rights or your use of the Service. We may provide you this notice via the Service and/or by email to the email address associated with your account. By continuing to use the Service after any revised Terms become effective, you agree to be bound by the new Terms.

N. Changes to the Service. Qwerk may add, change or remove features or functionality to the Service; modify or introduce limitations to storage or other features; or discontinue the Service altogether at any time. If you are on a paid subscription and Qwerk discontinues the Service you are using during your subscription, Qwerk will migrate or make available to you a substantially similar service provided by Qwerk (if available) and if it’s unable to do so, Qwerk will provide you a pro-rata refund of fees prepaid for the remaining period of your subscription.

O. Entire Agreement. These Terms and the terms and policies referenced herein constitute the entire agreement between you and Qwerk with respect to the Service. These Terms supersede any prior representations, agreements, or understandings between you and Qwerk, whether written or oral, with respect to the Service including previous versions of the Terms. All terms, conditions or provisions on a purchase order shall be of no force and effect notwithstanding any acceptance of such purchase order. The English version of these Terms will control.