Platform license agreement

1. Definitions

1. The following terms shall have the following meanings when used in this Agreement (save where the context clearly and unambiguously requires otherwise):
2. Active

   means the status of a registered User Account is deemed active, i.e. the User is actively engaging in specific activities on the Platform, such as training a model, generating an image, or purchasing a license, or who maintains an active subscription by making timely payments

   Active Private Style Model

   means a Private Style Model that is linked to an available Private Style Model Slot and is not in trial or blocked status. Active Private Style Models generate Images without a watermark.

   Applicable Law

   means any applicable laws, rules or regulations (or similar guidance), including but not limited to the CDPA.

   Base Model

   means a foundational, pre-trained generative AI model integrated into the Platform, which cannot be trained or customized by Users. Base Models generate Images based on style and context provided directly in the User's Prompt.

   Blocked Style Model

   means a Style Model that is no longer eligible to generate Images due to the expiration of its Trial Expiration Period or due to Private Style Model Deactivation. Blocked Style Models may be reactivated if a Private Style Model Slot becomes available.

   Business Day

   means a weekday which is not a public holiday or a weekend in the United Kingdom.

   Company

   means Durer AI Limited (trading as exactly AI), a company registered in England and Wales under company number 14462982, with registered office at 20-22 Wenlock Road, London, England, N1 7GU.

   Company Trademarks

   means exactly ai.

   Confidential Information

   means all information of a confidential nature (in whatever form) which relates to this Agreement and is received or acquired (whether directly or indirectly) by a party including: any know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind; all information produced, developed or derived from information disclosed pursuant to this Agreement; all information agreed to be, or marked as, confidential.

   Content

   means any material created or uploaded on the Platform by Users for generating or training purposes.

   CDPA

   means the Copyright Designs and Patents Act 1988, as amended

   Creator

   means the person who creates the Content who is the original creator of the Content who is a party to this Agreement.

   Credit

   means unit of value on the Platform that Users can spend to access specific features, such as generating images, training style models, and obtaining image licenses. Credits are allocated based on the User's Pricing Plan or can be purchased additionally.

   Credit Balance

   Means the total amount of Credits available in a User's Account.

   Data Controller

   shall have the meaning of 'data controller' set out in the Data Protection Legislation.

   Data Processor

   shall have the meaning of 'data processor' set out in the Data Protection Legislation.

   Data Protection Legislation

   means, for such time as they are in force in England and Wales, the DPA, the GDPR and all related legislation which may supplement, amend, implement or replace them and which relates to the protection of individuals' rights in their personal data and the protection of their privacy.

   Data Subject

   shall have the meaning of 'data subject' set out in the Data Protection Legislation.

   DPA

   means the Data Protection Act 2018, as amended.

   Fees

   means all fees charged to User's Account including Subscription Fees according to the pricing terms fixed from time to time by Company and which can be viewed on the Website.

   Generation

   means a set of images produces from a single User prompt based on one specific Model.

   Generative AI Artwork

   means artistic creations that are produced, at least in part, by an artificial intelligence system. This system employs algorithms and models to autonomously generate visual content, which may be based on parameters or data inputs provided by a human creator. The resulting artwork can include, but is not limited to, digital images, illustrations, and designs that are original and distinct outputs of the generative process.

   GDPR

   means Regulation (EU) 2016/679 and/or such legislation as may give effect to its terms in England and Wales.

   Image

   Means a visual output generated by a Model on the Platform in response to a Prompt.

   Image Buyer

   means a User who purchases images from the Platform.

   Image Creator

   means a User who generates images using Models on the Platform.

   Image License

   means the usage right purchased by a User that allows that User to download and use an Image generated on the Platform without a watermark.

   Inactive Style Model

   means a style model that has been deactivated due to the User's inactive status on the Platform. The Inactive Style Model can only become active again after being re-trained by the User.

   Inactive

   means the status of a registered User Account is inactive, i.e. the User has not performed any activities on the Platform, such as training a style model, generating an image, or purchasing a license, and who has not maintained an active subscription by making payments within a specified period, leading to a change of status to Inactive.

   Insolvency Event

   means the occurrence of any of the following in respect of a party:

   • Where the party is a company, the party is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) or where the party is an individual, is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986;
   • Where the party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;
   • Where the party is a company, a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that party;
   • Where the party is a company, an application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the party; or
   • Where the party is an individual, the party is the subject of a bankruptcy petition, application or order.

   Intellectual Property

   means rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in Confidential Information (including without limitation knowhow and trade secrets) and any other intellectual property rights, in which case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and similar or equivalent rights or forms of protection in any part of the world, and Intellectual Property Rights shall be defined accordingly.

   Open Source Software

   means any software component that is licensed under a license approved by the Open Source Initiative or any substantially similar license which allows the software to be freely used, modified, and shared. Such software is subject to specific terms and conditions governing its use, distribution, and modification, which may include obligations to disclose source code or derivative works and requirements to provide attribution to the original authors.

   Payment Account

   means the account operated by the Payment Provider.

   Payment Provider

   means a third-party service that facilitates the processing of monetary transactions on the Platform.

   Personal Data

   shall have the meaning set out in the Data Protection Legislation.

   Personal Data Breach

   shall have the meaning set out in the Data Protection Legislation.

   Platform

   means the exactly AI online system that allows Users to generate, train, manage, share, and license AI-generated Images and Models, including both Base Models and Style Models.

   Platform Services

   means the services available to Users on the Platform, including generating Images using Base Models, training and using Style Models, accessing Public Style Models via the Style Library, and managing related features such as Credits and subscriptions.

   Privacy Policy

   means the Company's privacy policy as updated from time to time, which can be found at https://exactly.ai/privacy-policy.

   Pricing Plan

   means a subscription option on the Platform that provides Users with access to a set of features and services, including Credit allocations, which can be used for various functionalities. Each Pricing Plan offers different levels of service with specific terms and associated costs.

   Private Style Model

   means a Style Model that is accessible only to its Creator or to Users that the Style Model Author has invited.

   Private Style Model Activation

   means the process of assigning a Trial Style Model or Blocked Style Model to an available Private Style Model Slot, thereby converting it into an Active Private Style Model.

   Private Style Model Deactivation

   means the removal of an Active Private Style Model from its Private Style Model Slot, resulting in the model becoming a Blocked Style Model.

   Private Style Model Slot

   means a unit allocated to the User under their Pricing Plan which permits the User to maintain one Active Private Style Model at a time. A Private Style Model Slot is required for activating or maintaining an Active Private Style Model.

   processing and process

   shall, when used in the context of activity relevant to Data Protection Legislation, have the meaning set out in that Data Protection Legislation.

   Prompt

   means a User-provided input that guides the model in generating a specific image, which may include text, image, aspect ratio, and other Image parameters.

   Public Style Model

   means a Style Model that is accessible to all Users for generating Images on the Platform.

   Public Style Model Author Revenue

   means the earnings generated by the Style Model Author from User purchases of Image Licenses on the Platform.

   Public Style Model Moderation

   means process of reviewing and approving Style Models before they are published on the Platform.

   Style Library

   means a feature on the Platform that allows Users to browse, search, and use Public Style Models, including viewing model details and generating or purchasing Images created with those models.

   Style Model

   means a AI-generated creation on the Platform trained on specific artistic styles provided by the Creator and used to generate Images.

   Style Model Author

   means a User who uploads a dataset to the Platform and trains a Style Model.

   Style Model Training

   means the process of creating a Style Model on the Platform by using a dataset provided by the User to train the AI.

   Style Model Verification Process

   means the procedure to confirm that a Style Model complies with intellectual property rights, ensuring that images used for training are either owned by the creator or free from ownership restrictions.

   Subscription Fees

   means the fees payable by the User to form a User Account.

   Terms of Use

   means the terms of use of the Website, as updated from time to time and found at https://exactly/terms.

   Trial Style Model

   means a Private Style Model created in trial mode, subject to a Trial Style Model Expiration Period. Trial Style Models generate watermarked Images and cannot be used for commercial purposes unless activated.

   Trial Style Model Expiration Period

   means the duration for which a Trial Style Model remains available for use before it becomes a Blocked Style Model if not activated through Private Style Model Activation.

   User

   means a registered individual or entity on the Platform who can access and utilise the Platform's features.

   User Account

   means a registered profile on the Platform.

   User Payment Account

   means the User's payment account operated by the Payment Provider for processing monetary transactions on the Platform.

   User Verification Process

   means the procedure to confirm a User's eligibility for accessing certain features of the Platform.

   Verified Public Style Model

   means a Public Style Model that has passed the Style Model Verification Process, confirming that the training data used to create it is either owned by the Creator or free from intellectual property restrictions.

   Website

   means https://exactly.ai/ or such other URL as may be used by the Company from time to time.

   writing

   means any form or writing including, without limitation, email and electronic communications through the Platform's messaging functionality.

2. Platform Licence

1. Subject to payment of the Subscription Fees and compliance with the terms of this Agreement, Company hereby grants User a limited, personal, non-exclusive, revocable, non-transferrable, non-sublicensable license to access and use the Platform only and solely for personal use or the internal purposes related to User's business in accordance with the terms of this Agreement and all Applicable Law.
2. User is not permitted to use the Platform on behalf of third parties without the written consent of Company. User shall not exceed the scope of User's license to use the Platform and User shall not provide User's account information to another User for any reason, including without limitation, in order for such other User to access additional features of the Platform.
3. The licence granted to the User under this Agreement shall be ongoing unless and until terminated in accordance with this Agreement.
4. The Company may suspend the Account or restrict the access of any User that breaches this Agreement at any time and without notice.
5. This Agreement may be updated by the Company from time to time. Where the Company makes a material modification to this Agreement, it will provide the User with written notice and the User may be required to accept the modified terms in order to continue using the Platform.

3. User Representations

1. User represents and warrants to Company that:
   1. User has reached the age of majority in the jurisdiction where User resides or otherwise has the power and authority to enter into and perform User's obligations under this Agreement;
   2. User has provided and will maintain accurate, complete and current registration information with Company, including, without limitation, User's legal name, address, telephone number and email address, and will promptly provide updated information to Company in the event such information changes;
   3. User shall comply with all terms and conditions of this Agreement and any other agreement between the parties;
   4. User's access to or use of the Platform does not and will not constitute a breach or violation of any other agreement, contract, terms of use, or similar policy or understanding to which User is or may be subject.

4. Use of the Platform

1. To use the Platform, the User must first create and log into their registered Account via the Website.
2. The User Account is personal and may only be used by the individual who registered it. Users may not share their login credentials or allow any other person or entity to access or use their Account. The Account may not be transferred, assigned, sublicensed, or otherwise made available to any third party.
3. User shall be responsible for the security, confidentiality, and integrity of their User Account, any authorised or unauthorised access and use of their User Account by any person, and all information that User receives, transmits through, or stores using the Platform. If, at any time, User learns or suspects that their User Account information was disclosed or made known to any person other than User, User agrees to immediately notify Company. User agrees to keep their User Account information current.
4. The Company reserves the right to monitor usage patterns and may suspend or terminate any Account that shows evidence of multi-user access, account sharing, or any violation of this section.
5. User agrees not to access the Platform or any other aspect of or information contained on the Platform through any technology or means other than through their User Account.
6. User understands and agrees that from time to time that the Platform or certain features or functionality of the Platform may be inaccessible or inoperable for any reason, including, without limitation: (i) software malfunctions; (ii) periodic maintenance procedures or repairs which Company may undertake from time to time; or (iii) causes beyond the control of Company or which are not foreseeable by Company. User acknowledges that access to or features and functionality of the Platform are provided over via the Internet and that access to the Platform may be impacted by third-party carriers, utilities and Internet service providers, all of whom are beyond Company's control. Use of the Internet to access and use the Platform and transmit information is solely at User's risk and is subject to Applicable Law.
7. Company reserves the right to carry out the User Verification Process in relation to User's access to certain features and functionality on the Platform and to deny or restrict such access at the Company's sole discretion.
8. User shall be solely responsible for providing, maintaining and ensuring the compatibility of all hardware, software, electrical and other physical requirements necessary for User's access to and use of the Platform, including, without limitation, telecommunications and Internet access connections and links, web browsers or other equipment, and programs and services required to access and use the Platform.
9. Company reserves the right to monitor User accounts to (i) operate the Platform properly; (ii) administer and manage Company's business; (iii) provide all Users with the highest quality products and services; (iv) verify compliance with laws or this Agreement; (v) protect Company and its users; and/or (vi) satisfy any law, regulation or other government request.
10. User acknowledges that other users have access to the Platform and information made available thereby. The actions of such other users are beyond the control of Company. Accordingly, Company does not assume any liability for or relating to any impairment of the privacy, security, confidentiality, integrity, availability or restricted use of the Platform or any content provided thereby from any other user's actions or omissions.
11. User agrees that Company may collect, store, and use data about Users, User's system, and User's use of the Platform. Company collects, stores, and uses data from Users in accordance with the Privacy Policy, which is incorporated herein by this reference.
12. Any Content created by the User may be deleted by the Company 12 months after the User's last activity or on expiry or termination of the relevant User Account.
13. The Company may use third-party service providers to operate and support certain features of the Platform, including but not limited to hosting, storage, processing, and generation technologies. The User agrees that their data, including Creator Content, usage information, and technical metadata, may be processed and stored by such third parties as necessary for the provision of the Platform, in accordance with the Privacy Policy. The Company ensures that such third-party service providers are contractually obligated to comply with applicable data protection laws and the Company's data handling standards.

5. Company Content and Creator Content

1. Company Content. Company allows the access of information, software, photos, video, text, graphics, music, sounds or other material provided by Company or third parties (collectively, "Company Content") that is protected by Intellectual Property Rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. The terms of this Agreement govern User's use of any Company Content.
2. Creator Content. Company may allow Users to create and upload artwork including, drawings, illustrations, paintings, photos, videos, graphics, text, or other materials in order to create Style Models based on such artwork ("Creator Content"). User shall be solely responsible for the uploading or provision of Creator Content. In connection with the Creator Content, User affirms, represents and warrants that User owns or has the necessary licenses, rights, consents and permissions to use and authorise Company to use all proprietary rights in and to any and all Creator Content to enable inclusion and use of the Creator Content in the manner contemplated by the Platform. User retains all ownership rights in Creator Content.
3. Changes in Law: The User acknowledges that laws and regulations regarding Intellectual Property Rights, data protection, and other related areas may change from time to time and that such changes may affect the validity or enforceability of certain terms of this Agreement. The Company reserves the right to update, amend, or modify the terms of this Agreement, as necessary, to ensure compliance with Applicable Law. The Company will notify the User of any material changes.

6. Verification Process

1. The Platform is intended to be used to create Generative AI Artwork from the Creator's original artwork. The Creator is responsible for ensuring the Creator Content is original to the Creator and that the ownership of the Creator Content has not been assigned or in any way transferred to any third party.
2. The originality and ownership of the Creator Content that is uploaded will be checked by Company using its Style Model Verification Process.
3. Subject to clause 6.4, if the Creator Content is found to be a copy of the content of a third party or in any way infringes the Intellectual Property Rights of a third party, the Creator Content will be blocked and the User informed.
4. Company will through its Style Model Verification Process endeavour to establish the originality of the Creator Content but shall not be responsible for the limitations of the Style Model Verification Process. Without limiting the generality of any other provision of this Agreement, Company shall have no responsibility for, or liability related to the originality of the Creator Content provided by any User.
5. The Style Model Verification Process is currently provided free of charge however the Company reserves the right to deduct a fee for the Style Model Verification Process from the Style Model Author Revenue, provided that Company will give the User notice in advance of such deduction.

7. Conduct and Prohibitions

1. User's rights to use the Platform depends on User's compliance with the terms of this Agreement and any standards and conduct guidelines set forth by Company from time to time.
2. Company may suspend the User's Account or take any other appropriate measures to enforce these guidelines if violations are brought to its attention.
3. The Company has no obligation to inform the User of the decision in advance of a suspended or deleted Account.
4. The Company's decision whether or not to suspend or delete an Account is at its absolute discretion. The Company's decision shall be final and not subject to review.
5. User agrees not to use the Platform to:
   1. upload, post or otherwise transmit any Creator Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, slanderous, vulgar, obscene, pornographic, profane, indecent, sexually explicit, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable or intended to offend any person or that is otherwise objectionable to Company in its sole discretion;
   2. impersonate any person or entity or otherwise misrepresent its affiliation with a person or entity;
   3. upload, post or otherwise transmit any Creator Content that User does not have a right to transmit under any law or under contractual or fiduciary relationships;
   4. upload, post or otherwise transmit any Creator Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
   5. upload, post or otherwise transmit any material or Creator Content that contains software viruses, or any other malicious code, files or programs designed to interrupt, disrupt, destroy, damage or limit the functionality of any computer software or hardware or telecommunications equipment or violate the security of any computer network, crack passwords or security encryption codes or otherwise attempt to gain unauthorized access to any other computer system;
   6. interfere with or disrupt the servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform; or
   7. intentionally or unintentionally violate any Applicable Law.

8. Creating and Using Private Style Models

1. A Private Style Model is initially created in trial mode. Trial Style Models have a Trial Style Model Expiration Period, after which they become Blocked if not activated.
2. Images generated using a Trial Style Model are watermarked and provided solely for evaluation purposes. Users do not acquire any rights, including personal or commercial use, to such Images unless the model is activated. Images generated by Trial Style Models, or Trial Style Models that became Blocked following the expiration of a Trial Style Model Expiration Period, cannot be downloaded.
3. A Trial or Blocked Style Model may be activated through Private Style Model Activation if the User has a free Private Style Model Slot. Private Style Model Slots are included in the User's Pricing Plan, and each Active Private Style Model occupies one Private Style Model Slot.
4. If a Trial Style Model is not activated before the end of the Trial Style Model Expiration Period, it becomes a Blocked Style Model. A Blocked Style Model cannot generate Images, and previously generated Images cannot be downloaded.
5. If the number of Active Private Style Models exceeds the number of available Private Style Model Slots, including in the event of a Pricing Plan downgrade or reduction in slot availability, Private Style Model Deactivation will occur starting with the oldest models based on most recent use. Deactivated models become Blocked Style Models but are not deleted.
6. Blocked Style Models may be reactivated if a Private Style Model Slot becomes available.
7. Users may delete any Active Private Style Model to free up a Private Style Model Slot.
8. When a Style Model is activated, all download and usage restrictions are lifted for Images previously generated with that model.
9. Training of the first Trial Style Model may be offered free of charge at the Company's discretion. Subsequent trainings require Credits. No Credits are refunded if a model becomes a Blocked Style Model.

9. Publishing and Using Public Style Models

1. A User may submit a Private Style Model for publication. Publication can only occur at the explicit request of the User and with their consent.
2. Upon submission, the model enters a review process and becomes unavailable for editing.
3. All submitted models are subject to Style Model Moderation conducted by the Company to ensure compliance with Platform policies and applicable law. The Company may refuse publication or request changes at its sole discretion.
4. In addition to moderation, the model may undergo the Style Model Verification Process to confirm that the training data is either owned by the User or free from intellectual property restrictions. A Public Style Model that passes verification may be marked with a special badge confirming its verified status.
5. Once approved and published, the model becomes a Public Style Model and is made accessible to other Users on the Platform through the Style Library.
6. By publishing a Style Model, the User acknowledges and accepts:
   1. the User's profile may be displayed;
   2. Public Style Models that gain popularity among Users may be restricted from deletion or modification by the Style Model Author;
   3. the Company reserves the right to modify the page of a Public Style Model as necessary at its sole discretion; and
   4. the Company reserves the right to modify the Style Model as necessary at its sole discretion.

10. Public Generations

1. All Generations created using Public Style Models shall be watermarked unless purchased.
2. The watermark can be removed by purchasing an Image License for the specific Image.
3. Generations based on Public Style Models, created by Users on a free plan, become publicly available Images.
4. Public Image pages contain information about the Creator of the Generation.
5. Public Image pages may be deleted by the Company at its sole discretion.
6. Public Image pages may be retained on the Platform after the Image is deleted by the User or after the User Account of the Creator is removed for any reason.

11. Payment Terms and Taxes

1. The Subscription Fees payable by the User for the Platform Services is determined by the Pricing Plan selected by the User. All payments are processed through the User Payment Account linked to their User Account.
2. The Public Style Model Author of Public Style Models that have passed the Style Model Verification Process may earn Public Style Model Author Revenue from Buyers' purchases of an Image License for images. Public Style Model Author Revenue can be issued as cash or credits.
3. All monetary transactions will be processed through a Payment Provider. Users are required to accept the Payment Provider's terms of use. It is the Users' responsibility to provide accurate, up-to-date billing information and ensure their User Payment Account remains active.
4. Payments made on the Platform are not refundable. Exceptions will be at the Company's sole discretion and in consultation with the Payment Provider.
5. Credits are a form of virtual currency on the Platform, allowing Users to access various features, such as image generation, style model training, and license purchases. Credits can be allocated through a Pricing Plan, purchased additionally, or granted as part of a grant.
6. The billing period for Pricing Plans is one calendar month. Users may select a Pricing Plan based on their needs and access level.
7. Unused Credits will roll over to the following month with an active Subscription, allowing Users to accumulate Credits for future use.
8. When a Subscription is cancelled, all accumulated Credits are forfeited and cannot be restored.
9. Users may pause their Subscription, retaining any current Credits, but will lose access to Platform features until the Subscription is reactivated. The length of a Subscription pause may be limited by the Company at its sole discretion.
10. The User Account displays the User's current Credit Balance, which may used to pay for specific actions on the Platform. Credits are deducted from the Credit Balance with each use.
11. Credits may have an expiration date depending on the User's Pricing Plan or promotional terms. Upon expiration, if the User's Subscription is Inactive, Credits are automatically removed from the User Account.
12. Credits are non-transferable, non-refundable, may not be exchanged for cash, and cannot be transferred between User Accounts.
13. Unless stated otherwise, all Fees shall be paid in British pounds.
14. All Fees shall be subject to VAT and any other applicable sales tax or duty, payable in addition to the Fees.
15. Each User is responsible for paying all taxes which arise in connection with its activities via the Platform and hereby fully indemnifies the Company in respect of any failure to do so.
16. Other than as required by law, no refunds of Fees (partial or full) or Credits will be available except in exceptional circumstances at Company's sole discretion.

12. Intellectual Property in Images, Materials and Style Models

1. Users may only upload content to the Platform in compliance with Applicable Law and these Terms and Conditions.
2. Users may publish content on the Platform created from Materials for which they hold full title or content with open rights that allow unrestricted use.
3. Users must ensure that any content included in a Prompt, such as names, references, textual or visual material, does not infringe any third-party rights or violate this Agreement. The Company does not grant any Intellectual Property Rights in Generations created using Prompts that contain infringing or unauthorized material.
4. The Intellectual Property Rights in a Style Model shall belong to the User if that Style Model is created from a dataset owned by that User or with rights that permit unrestricted use.
5. Notwithstanding Company's right to initiate the Style Model Verification Process, all liability for the Style Model remains with the Style Model Author.
6. The verified Public Style Model Author will be considered the author of all Generations created by that Public Style Model, as defined under the CDPA.
7. Images created by a User using a Public Style Model, for which the Style Model Author owns the Intellectual Property Rights, may be used for commercial purposes, provided the User purchases an Image License for the Image.
8. Subject to the Style Model Verification Process, the Company acknowledges and agrees that the User owns the Intellectual Property Rights in the Creator Content and the Style Models.
9. The Intellectual Property Rights in Images generated using a Private Style Model shall belong to the Style Model Author, provided that the training data is owned by the Author or subject to open rights, and the Prompt does not infringe any third-party rights or this Agreement. No rights are granted for Images generated using a Trial Style Model or a Blocked Style Model, unless the model had previously been activated. In such cases, previously granted rights remain valid, but downloads are only permitted if the model is reactivated.
10. The Intellectual Property Rights in Images generated using a Base Model shall belong to the User who created the Generation.
11. By uploading the Creator Content to the Platform, User hereby grants Company a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, modify, edit, adapt, publish, translate, incorporate, prepare derivative and collective works utilising, display and perform the Creator Content in any form, medium or technology now known or later developed throughout the universe. In addition, Creator hereby waives (or warrants that the owner of such Creator Content has expressly waived) any and all "moral rights" in the Creator Content as to any of the foregoing rights and licenses granted to Company.
12. The company reserves the right to remove or disable Creator Content without prior notice.
13. Company may terminate the Account of any User who infringes the copyrights of others and may remove or disable access to the alleged infringing material or content, including Creator Content, if Company is given proper notice of the infringement or infringing conduct by the copyright owner.
14. The Company may remove or disable access to any Style Model that violates this Agreement or infringes intellectual property rights, regardless of its verification status.

13. Content Retention and Inactivity Rules

1. A User who has not utilised Platform features (such as style model training, image generation, or license purchases) or has not maintained an active subscription for a continuous period of three (3) months will be considered Inactive.
2. When a User transitions to Inactive status, all of that User's Private Style Models will also be marked as Inactive.
3. After twelve (12) months of inactivity, all User Content, including Style Models and Generations, may be deleted by the Platform.
4. A User is automatically reactivated upon using Platform features or renewing their Subscription.
5. Reactivation of style models occurs through retraining. Retraining costs are borne by the user according to the Pricing Plan in effect at the time of retraining.
6. The Platform reserves the right to forcibly mark style models as Inactive Style Models with a recommendation for retraining in cases where support for older model versions is discontinued. Platform will provide a grant with credits to cover retrain cost.

14. Image License

1. Users who purchase an Image License for an Image generated on the Platform are granted limited rights to use the image without a watermark as follows:
   1. the Licensed Image may be used for personal or commercial purposes in accordance with this clause 13. Any usage outside of these terms requires additional permission from the Company or an extended license.
   2. Licensed Images may not be sublicensed, resold, or distributed as part of a stock collection, nor can they be used in a way that infringes on the Intellectual Property Rights of third parties.
   3. Users may modify the Licensed Image, provided the modifications do not violate these license terms or Applicable Law.
   4. The Image License granted for each Image is perpetual, provided the User abides by these licence terms. However, the Platform reserves the right to revoke licenses in cases of policy violation or legal infringement.
2. All licenses are non-exclusive, meaning other Users may also license and use the same Image generated by the same Style Model under similar terms.
3. Image Licenses are non-transferable and apply solely to the User who purchased the Image License. Transfer or assignment of the Image License to another individual or entity is not permitted.

15. Intellectual Property in the Platform

1. As between User and Company, User acknowledges that all ownership of the Platform belongs to Company and its licensors. The Platform is proprietary to Company and its licensors and is protected by Intellectual property laws. User's access to the Platform is licensed and not sold. Company (for itself or its licensors) hereby reserves all rights not expressly granted to User, including, without limitation, the right to alter, modify, update, enhance, improve or create derivative or collective works incorporating the Platform. The Company Intellectual Property Rights are the valuable, confidential property of Company and its licensors protected by international intellectual property laws. User may use the Platform as permitted herein and may not otherwise modify, adapt, translate, or create derivative or collective works based on the Platform without the prior written consent of Company.
2. In relation to the Platform, with the exception of the Creator Content, the Company and its licensors own, without limitation, all ancillary and interface software, all current and future enhancements, revisions, new releases and updates thereof and any derivative or collective works based thereon and all documentation thereto, all Intellectual Property Rights created by or for Company therein.
3. Except as otherwise expressly permitted by Company, User may not copy, reproduce, republish, store, upload, post, transmit, analyse, adapt, reformat, print, distribute, commercially exploit or publicly display the Intellectual Property Rights of the Company, the Platform, the Company Trademarks or the Confidential Information or any portion thereof in any manner whatsoever without the prior written consent of Company. User may not remove, reproduce, alter, use, display, modify, copy or obscure any copyrighted material, trademark, service mark, legal or other proprietary notices in or on any portions of the Company Intellectual Property Rights, the Platform, the Company Trademarks, the Confidential Information or any Creator Content or any portion thereof
4. If Creator believes any materials or content available on or through the Platform infringe Creator's copyright, that Creator may request removal of those materials from the Platform by contacting Company by email to [email protected] and providing the following information:
   1. identification of the copyrighted work that User believes to be infringed;
   2. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
   3. User's name, address, telephone number and (if available) e-mail address.
   4. a statement that Creator has a good faith belief that the use of the materials User notifies Company about is not authorized by the copyright owner, its agent or the law.
   5. a statement that the information that User has supplied is accurate and that the User is the copyright owner or is authorised to act on the copyright owner's behalf.
   6. a signature or the electronic equivalent from the copyright holder or authorized representative.

16. Open Source Software

1. The Platform integrates both proprietary and Open Source software components. The proprietary elements are uniquely developed by the Company to enhance functionality and performance. The Open Source components are utilised under their respective licenses, which support free and open access. Users acknowledge that while Company endeavours to ensure the reliability and security of the Platform, the nature of open-source software means certain components may be subject to independent development and updates by third-party contributors.

17. Disclaimer

1. THE PLATFORM IS PROVIDED "AS IS," AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. USE OF THE PLATFORM IS AT USER'S SOLE RISK. COMPANY DOES NOT WARRANT THAT USER'S USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES Company MAKE ANY WARRANTY AS TO THE ACCURACY OF ANY USER CONTENT OR AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE PLATFORM. COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION, ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE OF DEALING, TITLE, NON-INFRINGEMENT OR TIMELINESS, SUITABILITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE PLATFORM OR USER CONTENT. USER IS SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN IN RELIANCE ON THE PLATFORM OR ANY INFORMATION OR USER CONTENT THEREIN, INCLUDING, WITHOUT LIMITATION, INACCURATE OR INCOMPLETE INFORMATION. ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED ARE LIMITED TO THE SHORTEST PERIOD PERMITTED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY, AND OTHER LEGAL RIGHTS MAY BE GRANTED IN SUCH JURISDICTIONS.

18. Third Party Dependencies

1. Each User acknowledges that the Platform is dependent on third-party services, including but not limited to the Payment Provider, hosting services and analytics services.
2. Each User acknowledges that the Company shall not be responsible or liable in any way for:
   1. interruptions to the availability of the Platform due to third-party services;
   2. payment delays due to Payment Providers or other payment services; and/or
   3. information contained on any linked third-party website.

19. Liability and Indemnity

1. Each User acknowledges that it uses the Platform at its own risk and that the Company is not responsible for the conduct or activities of the User or any other User.
2. User agrees to indemnify, defend, and hold harmless Company, its licensors, affiliates or subsidiaries and any members, officers, employees and agents of the foregoing, from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney's fees, asserted by any person or entity, arising out of or relating to: (a) this Agreement or User's violation of the terms and conditions thereof; (b) User's use of the Platform, including any data, Creator Content, communication or work transmitted or received by User; (c) gross negligence, fraud or any intentional or negligent act or omission of User; (d) User's violation of any third party rights, including, without limitation, any intellectual property or privacy right; (e) User's conduct in connection with the Platform and (f) any claim that any Creator Content uploaded by User violates the rights of a third party.
3. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER COMPANY NOR ANY OF ITS LICENSORS, AFFILIATES OR SUBSIDIARIES WILL BE LIABLE TO USER OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, DAMAGE TO OR LOSS OF PROPERTY, LOSS OR CORRUPTION OF DATA, LOSS OF PROFITS, DEPLETION OF GOODWILL, LOSS OF BARGAIN OR OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS OR ANY OTHER SIMILAR OR ANALOGOUS LOSS FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, THE PLATFORM, THE USER CONTENT, OR THE INTERNET GENERALLY, INCLUDING, WITHOUT LIMITATION, USER'S USE OR INABILITY TO USE THE PRODUCT OR USER CONTENT, ANY CHANGES TO OR INACCESSIBILITY OF THE PLATFORM, ANY INACCURACY OR INCOMPLETENESS OF THE USER CONTENT OR INFORMATION CONTAINED IN THE PLATFORM, ANY DELAY, FAILURE, UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY TRANSMISSION OR DATA, ANY MATERIAL DATA SENT OR RECEIVED OR NOT SENT OR RECEIVED, ANY TRANSACTION OR AGREEMENT ENTERED INTO THROUGH THE Platform OR ANY DATA OR MATERIAL FROM A THIRD PERSON ACCESSED ON OR THROUGH THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, IN EQUITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH DAMAGE WAS FORESEEABLE BY EITHER PARTY.
4. Notwithstanding any other provision of this Agreement, the Company shall not be liable for any loss, damage, or costs arising from or in connection with any changes in laws or regulations affecting the validity or enforceability of this Agreement, or the User's use of the Platform or any services provided hereunder.
5. To the extent not excluded by clauses 18.3 and 18.4 Company's total liability to any User for direct damages whether in contract, tort (including negligence) or otherwise shall not exceed the total Fees paid, if any, by the User to Company under this Agreement.
6. If the User is dissatisfied with the Platform, the User's sole and exclusive remedy shall be for the User to discontinue use of the Platform and terminate this Agreement in accordance with clause 19 (Termination).
7. USER AGREES TO ASSUME THE RISK FOR: (i) ALL LIABILITIES DISCLAIMED BY COMPANY CONTAINED HEREIN; AND (ii) ALL ALLEGED DAMAGES IN EXCESS OF THE AMOUNT, IF ANY, OF THE LIMITED REMEDY PROVIDED HEREUNDER.
8. USER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT COMPANY SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING IS BORNE SOLELY BY USER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY, AND OTHER LEGAL RIGHTS MAY BE GRANTED IN SUCH JURISDICTIONS.

20. Termination

1. This Agreement is effective upon User's acceptance of the terms of this Agreement and shall continue in full force until terminated as set forth herein.
2. The Company may terminate this Agreement without notice to User if User fails to comply with any provision of this Agreement or if the User is subject to an Insolvency Event. Furthermore, Company may terminate a User's access to the Platform if, under appropriate circumstances, such User is determined to be a repeat infringer of another's Intellectual Property Rights or other rights.
3. User may terminate this Agreement by terminating its User Account following which the Platform will cease to be available to the User.
4. Except as expressly granted herein, User shall not be entitled to any refund on the Fees paid in connection with the Platform or Services on termination for any reason.
5. Company reserves the right to discontinue or suspend any aspect of or access to the Platform at any time.
6. Company may suspend a User's Account if it is dormant for more than 12 months.

21. Dispute Resolution

1. If any dispute arises between the Company and a User in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
   1. includes or is accompanied by full and detailed particulars of the Dispute; and
   2. is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
2. Within 10 Business Days after a Dispute Notice is given, a representative of each party with the authority to resolve the dispute, must meet (virtually or otherwise) and seek to resolve the Dispute.
3. Nothing in this clause prevents any party from instituting court proceedings in accordance with clause 23.9 in respect of a dispute.

22. Anti-bribery

1. The Users and the Company agree to:
   1. comply with all Applicable Law, regulations, mandatory codes and sanctions relating to anti-bribery and anti-corruption including the Bribery Act 2010 (Relevant Requirements);
   2. have and maintain in place throughout the term of this Agreement their own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, and to enforce them where appropriate.
2. Any breach of this Clause 21 shall be deemed a material breach of this Agreement and Company may terminate this Agreement pursuant to clause 19.2.

23. Data Protection

Processor's obligations

1. The parties shall comply with all applicable requirements of the Data Protection Legislation. This clause 22 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
2. The parties agree that for the purposes of the Data Protection Legislation the Company is the Data Controller in respect of any Personal Data which is transferred from the User to the Company in accordance with this Agreement. Such Personal Data is anticipated to include information relating to the customers and employees of the User, as they may be inputted into, or processed in the course of, the various services provided by the Company to the User. Such processing shall take place during the provision by the Company of the Platform in accordance with this Agreement.
3. Subject to and in accordance with Data Protection Legislation, the User consents to the Company collecting data about User's use of the Platform and to it providing such data to any governmental or regulatory body in any fashion that it is required to do in order to comply with any Applicable Law.
4. The User consents to the Company appointing third party processors to process the Personal Data under this Agreement. Where the Company appoints a third party to process Personal Data it shall only use Data Processors providing sufficient guarantees to implement appropriate technical and organisational measures in such a manner that processing meets the requirements of the Data Protection Legislation and ensures the protection of the rights of Data Subjects.
5. The Company shall and/or any Data Processor appointed by the Company:
   1. only process the Personal Data of Users for the performance of its obligations pursuant to this Agreement and/or in accordance with the written instructions of the User unless otherwise required by the laws to which the Company is subject; in such a case, the Company shall inform the User of that legal requirement before processing, unless that law prohibits such disclosure from being made;
   2. ensure that its personnel with access to the Personal Data are subject to a strict duty of confidentiality or are under an appropriate statutory obligation of confidentiality;
   3. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data, having regard to the state of technological developments and the costs of implementing any measures;
   4. ensure that, where it does engage with a third party processor in accordance with clause 22.4, it will enter into a written agreement incorporating substantially similar data protection obligations set out in this Agreement;
   5. respond to any request from any Data Subject which concerns the exercise of that Data Subject's right under the Data Protection Legislation (subject to the reimbursement by the User of all costs reasonably incurred in the course of the same);
   6. comply with the Company's obligations under Article 32 to 36 of the GDPR, including in respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, (subject to the reimbursement by the User of all costs reasonably incurred in the course of the same);
   7. notify the User without undue delay after becoming aware of any relevant Personal Data Breach;
   8. securely delete Personal Data and copies thereof on termination of this Agreement unless Applicable Law requires storage of that Personal Data.

24. General

1. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
2. Relationship. The relationship of the parties to this Agreement does not constitute a joint venture, agency or partnership.
3. Third Party Rights. No term of this Agreement is intended to confer a benefit on or to be enforceable by, any person who is not a party to this Agreement and the Contract (Rights of Third Parties) Act 1999 does not apply to this Agreement.
4. Independent Contractors. The parties are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
5. Amendment. No amendment or modification of this Agreement will be binding unless in writing and signed by Company. The terms of this Agreement will govern any upgrades to the Platform provided by Company that replace or supplement the original Platform, unless such upgrade is accompanied by a separate or substitute agreement in which case the terms of that agreement will govern.
6. Assignment. User shall not assign any of its rights, duties or obligations under this Agreement without the prior written consent of Company, and any attempted assignment or delegation without such consent shall be void and of no effect.
7. Waiver. No infringement of this Agreement will be deemed waived unless such waiver is provided in writing.
8. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement.
9. Governing Law.
   1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
   2. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
10. Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
11. Interpretation. The following rules apply unless the context requires otherwise:
    1. headings are only for convenience and do not affect interpretation;
    2. the singular includes the plural and the opposite also applies;
    3. if a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning;
    4. a reference to a clause refers to clauses in this Agreement;
    5. a reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; and.
    6. mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.