Terms of Service

These Terms of Use (the "Terms") govern your use of the website and application located at https://modelia.ai/ and other sites and subdomains (collectively, "modelia.ai" or the "Website"), the Modelia Studio, the Modelia Shopify Application, the Modelia API, and all related services owned and operated by Modelia Inc., a US incorporated company (the "Company," "Modelia," "we," "us," or "our"). Services billed in euros may be invoiced by Modelia's affiliate Modelia SL; such invoicing does not change the party to these Terms.

By accessing the Website, the Studio, the Shopify Application, the API, or any of our Services, you agree to abide by these Terms and to comply with all applicable laws and regulations. We reserve the right to review and amend any of these Terms at our sole discretion and update this page from time to time. Any change to these Terms will take effect immediately from the date of publication. If you do not agree with these Terms, you are prohibited from using or accessing our Website, Studio, Shopify Application, API, or using any other services provided by us.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE, STUDIO, SHOPIFY APPLICATION, OR API EACH TIME YOU USE THESE SERVICES. THESE TERMS GOVERN YOUR USE OF THE SERVICES UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE SERVICES AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE SERVICES, YOU ARE CONFIRMING YOU UNDERSTAND AND AGREE TO BE BOUND BY ALL OF THESE TERMS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO ACCEPT THESE TERMS ON THAT ENTITY'S BEHALF, IN WHICH CASE "YOU" WILL MEAN THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT ACCEPT ALL OF THESE TERMS, THEN WE ARE UNWILLING TO MAKE THE SERVICES AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES. NOTE THAT THESE TERMS MAY BE UPDATED AT ANY TIME, WITHOUT NOTIFYING YOU AND BY AGREEING TO THESE TERMS NOW, YOU AGREE THAT YOUR CONTINUED USAGE OF THESE SERVICES CONFIRMS YOUR ONGOING AGREEMENT TO ANY UPDATED TERMS.

You must be 18 years or older and able to form a binding contract with us to use the products and services offered on the Website, including our application programming interface, software, tools, developer services, data, and documentation (collectively, the "Services"). If you use the Services on behalf of another person or entity, you must have the authority to accept the Terms on their behalf. You must provide accurate and complete information to register for an account. You may not make your access credentials or account available to others outside your organization, and you are responsible for all activities that occur using your credentials.

You may subscribe to different pricing plans and products. Each account is subject to the limits of its plan, including limits on credits, active references, model casting, seats, channel connections, enterprise connectors, resolution and generation capacity, as published on our pricing page and described in these Terms. An account (or workspace) can have only one active plan at a time. Plans are mutually exclusive.

You may not create or operate multiple accounts in order to circumvent plan limits, fair-usage rules, the Starter allowance, or any restriction imposed under these Terms. Modelia may merge, suspend or terminate accounts used for that purpose.

Subject to the terms herein, Modelia offers specialized visual content services ("Services"), which include AI-generated image creation, video generation, consistent character and digital human generation, catalog management, channel publishing, and expert manual adjustments. Clients may submit images, garments, references and other material ("Client Content") for processing by Modelia's AI technology and further refinement by Modelia's professionals ("Expert Touch-Up"). While Modelia asserts no ownership over Client Content, by submitting Client Content for Services, the client grants Modelia a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and distribute Client Content for the purpose of providing the Services.

2.1 Use of Client Content for Service ImprovementFor users on the FREE / STARTER plan: By submitting Client Content for Services, the client grants Modelia a non-exclusive, worldwide, royalty-free license to use, reproduce, modify, display, and distribute Client Content for the purpose of providing the Services AND to enhance and train Modelia's models, algorithms, and processes aimed at improving the accuracy, efficiency, and quality of Modelia's Services. This license granted to Modelia remains in effect even if this agreement is terminated by any party for any reason.

For users on PAID plans (Creator, Atelier, Brand, House, any retired paid plan, and any paid API usage): Modelia may use Client Content and generated visuals ONLY for the purposes of providing the Services, improving workflows, troubleshooting technical issues, security, legal compliance and quality assurance. MODELIA WILL NEVER USE CLIENT CONTENT OR GENERATED VISUALS FROM PAID USERS TO TRAIN ITS AI MODELS. This restriction applies to all content submitted or generated while on a paid plan, including through the API, and survives cancellation of the plan.

Modelia reserves the right to refuse service for any Client Content that does not comply with Modelia's content guidelines or that otherwise contains prohibited material.

3.1 Generated ImagesA "Generated Image" refers to any visual content (image, video, digital human, or derivative) created by Modelia's artificial intelligence (AI) based on input and generation instructions provided by you, the client. These assets are initially displayed within the Modelia platform interface for your review and selection. Generated Images remain the property of Modelia and are not conferred any usage or distribution rights to you until they undergo a specific action defined as a Download from a paid plan in good standing.

3.2 Asset Generation ContextEach asset permanently stores its generation context, including the plan under which it was created and whether the account was in good standing or delinquent at the moment of generation. This attribute is immutable and independent of the user's current plan. The generation context determines the asset's download and usage rights (e.g., watermark applied or removed, commercial use rights), not the user's current subscription status.

3.3 Downloaded Images and Commercial RightsA "Downloaded Image" is defined as a Generated Image that you have actively chosen to download by clicking the designated download button on the Modelia platform, exporting it through a connected channel, or retrieving it through the API, FROM A PAID PLAN IN GOOD STANDING. Upon such an action, you are granted an exclusive, perpetual, worldwide, irrevocable license to use, reproduce, modify, and display the Downloaded Image for commercial purposes. This license extends for the full extent of the copyright term and includes the right to sublicense these rights, contingent upon your compliance with all terms and conditions stipulated in this agreement.

IMPORTANT: IMAGES GENERATED OR DOWNLOADED UNDER THE FREE STARTER PLAN THAT CONTAIN A WATERMARK DO NOT GRANT THE USER ANY COMMERCIAL RIGHTS. WATERMARKED IMAGES MAY NOT BE USED FOR COMMERCIAL PURPOSES, INCLUDING BUT NOT LIMITED TO ADVERTISING, MARKETING, PRODUCT LISTINGS, OR ANY REVENUE-GENERATING ACTIVITIES.

3.4 Watermark Policy and Removal ProhibitionAll assets generated under the Starter (Free) plan are watermarked by default. The watermark serves as a commercial boundary that clearly distinguishes free/Starter assets from paid, commercial-use assets.

THE REMOVAL, ALTERATION, OBSCURING, OR CIRCUMVENTION OF THE MODELIA WATERMARK BY ANY MEANS IS STRICTLY PROHIBITED. This includes but is not limited to:

• Using image editing software to remove or cover the watermark
• Cropping images to exclude the watermark
• Using AI or automated tools to remove the watermark
• Any other method designed to eliminate or diminish the visibility of the watermark

VIOLATION OF THIS WATERMARK POLICY MAY RESULT IN IMMEDIATE ACCOUNT TERMINATION WITHOUT REFUND AND MAY SUBJECT THE VIOLATOR TO LEGAL ACTION FOR COPYRIGHT INFRINGEMENT AND BREACH OF CONTRACT. The only legitimate way to obtain non-watermarked, commercial-use assets is to generate them while on a paid plan in good standing. There is no per-image purchase to remove the watermark from a Starter asset, and upgrading to a paid plan does not remove the watermark from assets previously generated on Starter. Watermark status is permanent per asset and never retroactively altered.

3.5 Rights After Subscription CancellationUpon cancellation of your subscription, any rights to access new Generated Images under subscription terms cease immediately. However, for Downloaded Images that were generated under a paid plan in good standing, the granted licenses are perpetual, allowing continued use under the terms initially agreed upon at the time of download, even post-subscription. Watermark status is evaluated per asset, not per user.

3.6 Asset Ownership, Storage and AccessAll Downloaded Images belong to the user, and Modelia never revokes ownership of content you have downloaded. Storage of assets inside Modelia (your catalog, references, library of generated images, model casting, connections and settings, together "Stored Assets") is a service provided as part of an active plan, not a permanent archive. You are responsible for downloading and keeping your own copies of any asset you need.

Plan changes affect Stored Assets as follows. On cancellation (including cancellation resulting from non-payment): your model casting and digital humans are deleted immediately and cannot be recovered; your catalog and library are suspended and inaccessible; connectors and channels are disconnected and scheduled publishing stops; all members other than the account owner lose access; API keys are revoked. Suspended catalog and library are retained for at least ninety (90) days after cancellation and are restored in full if you resubscribe within that period. After ninety (90) days Modelia may permanently delete suspended Stored Assets without further notice. On downgrade: you must first bring your account within the limits of the target plan (active references, casting slots, seats, channel connections, enterprise connectors); anything you archive, delete, remove or disconnect to do so is your decision and, in the case of deleted casting and deleted references, cannot be recovered. Archived references are permanently deleted twelve (12) months after archiving, whether or not the account is active.

MODELIA IS NOT RESPONSIBLE FOR ANY LOSS OF STORED ASSETS RESULTING FROM A CANCELLATION, DOWNGRADE, NON-PAYMENT, EXPIRY OF THE RETENTION PERIOD, OR ANY ACTION YOU TAKE TO MEET THE LIMITS OF A PLAN. The consequences of each change are displayed to you before you confirm it.

3.7 Intellectual Property Responsibilities and Liability LimitationThe client acknowledges and agrees that they are solely responsible for obtaining all necessary permissions and rights to use any images, logos, texts, brands, patterns, individuals, or other copyrighted or restricted content (collectively, "Content") they submit as input for processing by Modelia. It is the client's duty to ensure that all Content used in connection with Modelia's services is either owned by the client or lawfully licensed for such use.

By using Modelia's services, the client represents and warrants that they have the legal right to use all Content submitted and that the use of such Content does not infringe on the rights of any third parties. The client further agrees to indemnify and hold harmless Modelia from any claims, losses, liabilities, damages, fees, expenses, and costs resulting from the violation of any third-party rights related to the use of the Content provided to Modelia.

3.8 Trademark, Brand, and Third-Party Rights DisclaimerMODELIA DOES NOT GRANT YOU ANY RIGHTS WHATSOEVER REGARDING TRADEMARKED GARMENTS, LOGOS, BRANDS, PEOPLE YOU USE AS MODELS OR REFERENCES, BACKGROUNDS, STYLES, OR ANY OTHER ASSET THAT CONTAINS THIRD-PARTY INTELLECTUAL PROPERTY OR LIKENESS RIGHTS. When you use Modelia's services to generate content featuring trademarked items (such as clothing brands, logos, or branded products), real people's likenesses, copyrighted backgrounds, or any other third-party intellectual property:

• You remain solely responsible for obtaining all necessary permissions, licenses, and releases from the respective rights holders
• Modelia's generation of such content does not constitute authorization or license to use any third-party intellectual property
• You agree to keep Modelia free from any and all liability arising from your use of such content
• You assume full legal responsibility for any trademark infringement, right of publicity violations, copyright infringement, or other intellectual property violations resulting from your use of generated content

Modelia acts solely as a service provider using the Content to perform requested enhancements and modifications. Modelia's acceptance of any Content from the client does not imply endorsement of the client's ownership or right to use such Content, and Modelia expressly disclaims any responsibility for verifying the legal status of the Content utilized in its services.

3.9 Prohibited ContentThe uploading or submission of pornographic, sexually explicit, violent, or otherwise not-safe-for-work images to the Modelia platform is strictly prohibited on ALL plans, free and paid, and through ALL channels, including the Studio, the Shopify Application and the API. Prompts or instructions aimed at generating such content are equally forbidden. Modelia is a platform for fashion and commercial visuals; it is not a platform for adult content. THE MODELIA WATERMARK, THE MODELIA CONTENT CREDENTIAL, OR ANY MODELIA IDENTIFIER MUST NEVER APPEAR ON PORNOGRAPHIC, SEXUALLY EXPLICIT OR VIOLENT CONTENT.

Modelia reserves the right to store detailed logs of all generation activities, including the content of submitted images and prompts, to ensure compliance with these guidelines, and to apply automated and human review to inputs and outputs.

3.10 Similarity of ContentThe license granted on a Downloaded Image under Section 3.3 is exclusive: Modelia never shares, reuses or makes available one user's inputs, references, prompts, Digital Humans or Generated Images to any other user, and never delivers the same Generated Image to two accounts. Due to the inherent characteristics of machine learning technologies, however, outputs generated independently by different users from similar inputs or instructions may resemble each other. Any such resemblance is coincidental, or results from a user having submitted Content they were not entitled to use, and is in no case attributable to Modelia. Modelia does not guarantee that independently generated outputs will differ from yours and accepts no liability for similarities between outputs of different users; any claim in that respect lies between the users concerned. Unless created as a Digital Twin under Section 3.11, all human models depicted in output images are fictitious creations generated by artificial intelligence and do not correspond to real individuals. Any resemblance to actual persons, living or dead, is purely coincidental and unintentional.

3.11 Digital Humans, Model Casting and Likeness RightsModelia allows you to create and reuse AI-generated human models ("Digital Humans"), stored in your account as model casting. Digital Humans are of two kinds. A Synthetic Model is generated by Modelia from descriptive characteristics and does not correspond to any real person. A Digital Twin is created from photographs or likeness of a real, identifiable person.

YOU MAY ONLY CREATE A DIGITAL TWIN OF A REAL PERSON IF YOU HOLD THE INTELLECTUAL PROPERTY, IMAGE AND PUBLICITY RIGHTS REQUIRED TO DO SO AND CAN PROVE IT. This means, at a minimum, a written and signed release or licence from the person depicted (or their legal representative or agency) that expressly covers the creation of a digital likeness and its use in AI-generated visuals for the purposes you intend, or an equivalent written agreement under which those rights have been assigned to you. Creating a Digital Twin of any person without such rights, including public figures, models whose images you have licensed only for specific photographs, employees, customers, or persons appearing in third-party imagery, is a material breach of these Terms.

Modelia may at any time request proof of rights for any Digital Twin in your account. You must provide the corresponding release or agreement within five (5) business days of Modelia's request. Modelia may freeze the affected account or workspace, in whole or in part, from the moment of the request until valid proof is received; a frozen account cannot generate, download, publish or use the API, and no refund or credit is due for the frozen period. If proof is not provided within the deadline, is insufficient, or is found to be false, Modelia may delete the Digital Twin and all assets created with it, terminate the account without refund, and report the matter to the relevant authorities. Modelia may also act on complaints from the person depicted or their representatives without waiting for the deadline to expire.

You are solely responsible for the lawful use of any Digital Human, including compliance with publicity, privacy, data-protection and labour laws in every market where you publish. Modelia's generation of a Digital Twin does not constitute verification of your rights or endorsement of your use. Model casting is deleted at cancellation as described in Section 3.6, and a rebuilt Digital Human will not be identical to the deleted one.

3.12 Content Credentials, Provenance and AI Marking (C2PA)Modelia marks every asset it generates so that it can be recognised as AI-generated, as the industry standard for content provenance requires and as transparency rules such as Article 50 of the EU Artificial Intelligence Act call for. Every image and every video generated by Modelia, on every plan and through every channel (Studio, Shopify Application and API), carries two machine-readable marks: (a) Content Credentials, a cryptographically signed C2PA manifest, issued under Modelia's own signing certificate in accordance with the C2PA specification version Modelia has committed to in its conformance application (currently 2.2), recording that the asset was created or modified with artificial intelligence by Modelia, the type of operation and its date; and (b) an imperceptible watermark embedded in the pixels of the image or the frames of the video, designed to survive ordinary re-encoding and redistribution and to allow the asset to be identified as AI-generated even if its metadata is removed. The Coalition for Content Provenance and Authenticity (C2PA) is the authority that publishes the specification and operates the Conformance Program under which generators and signing implementations are assessed and listed. Modelia has applied for conformance with the C2PA Conformance Program; Modelia's status, and the status of any other implementation, can be checked in the C2PA Conformance Explorer at https://spec.c2pa.org/conformance-explorer/. The visible "Created by Modelia" watermark applied on the Starter plan is a third, separate mark governed by Section 3.4.

In relation to these marks you acknowledge and agree that: (a) both machine-readable marks are applied to every Generated Image regardless of plan and cannot be disabled by you; (b) once issued, a Modelia Content Credential is never revoked, including after cancellation or termination of your account; (c) the standard Content Credential identifies Modelia as the generator and does not identify you, your brand or any third-party technology used in generation; branded credentials ("Modelia for [Brand]") and branded verification pages are a feature of the Brand and House plans and lapse when those plans end, while the underlying provenance signature remains valid; (d) the marks record how an asset was made; they do not certify the truthfulness of the depicted scene, the rights you hold in the inputs, or the compliance of your use; (e) no marking technology is tamper-proof: third-party platforms, editors and channels may strip metadata or degrade watermarks, and Modelia has no control over such behaviour and gives no warranty that a mark will be preserved or displayed by others; (f) you will not remove, alter, degrade, forge or misattribute Modelia's Content Credentials or imperceptible watermark, or attach them to content not generated by Modelia; and (g) Modelia may update its marking and provenance implementation as the C2PA specification, its conformance program and applicable law evolve.

Modelia's marking of outputs does not replace any disclosure obligation that applies to you when you publish AI-generated or manipulated content, including any duty to inform the public in plain language where the law so requires for the content and markets concerned. You are solely responsible for determining and meeting the transparency, labelling and consumer-protection obligations that apply to you as the publisher of the content, in every jurisdiction where you use it.

3.13 Output Generated by Delinquent AccountsAssets generated in the Studio or through the Shopify Application while an account is delinquent (Section 9.1) are recorded with a delinquent generation context and DO NOT GRANT THE USER ANY USAGE, DOWNLOAD OR COMMERCIAL RIGHTS. Rights over such assets are conferred only once the account is brought back into good standing before the delinquency period expires; if the account is cancelled for non-payment, those assets are treated as never licensed. Assets generated through the API using prepaid API credits are not affected by this clause, because API credits are paid in advance (Section 11).

Modelia offers the following plan types (the "2027 Plans"). Prices, limits and features are those published on our pricing page at the time of purchase. Prices are quoted in US dollars and billed in US dollars or euros at the same numerical amount depending on your billing country.

4.1 Starter Plan (Free)The Starter plan is the default entry point into Modelia. It is designed to allow first-time users to experience the product and to serve as the landing state after a cancellation. Starter is a permanent plan and is never removed. Starter users receive a monthly credit allowance that resets on each monthly anniversary; unused Starter credits do not accumulate. All assets generated under Starter are watermarked, limited in resolution, and do not grant commercial rights. Starter users may create an unlimited number of references in their catalog and always see their reference count, but cannot create model casting, connect publishing channels or enterprise connectors, purchase credit packs, or access the API.

4.2 Creator PlanCreator is a monthly subscription metered in visible credits. It includes a monthly credit allowance, the ability to purchase additional credit packs, unwatermarked output at the published resolution, one seat, a limited number of model casting slots, one active channel connection, an unlimited catalog, and API access drawing from the same credit balance. Credit behaviour on Creator is described in Section 6.

4.3 Atelier and Brand Plans (All Generations Inclusive)Atelier and Brand are monthly subscriptions in which Studio generation is inclusive: no credit balance is shown or consumed for Studio use. These plans are sized by the number of active references your catalog may hold at any time (up to 100 on Atelier and up to 350 on Brand), together with the seats, model casting slots, channel connections, enterprise connectors, maximum resolution and content-credential features published for each plan. Inclusive generation is subject to the Fair Usage rules of Section 5. "ALL GENERATIONS INCLUSIVE" DOES NOT MEAN UNLIMITED. API usage is never included in these plans and is paid separately with API credits (Section 11).

4.4 House Plan (Enterprise, Contract-Based)House is a bespoke commercial agreement for organizations whose needs exceed the Brand plan, governed by individual contracts, order forms, SLAs and custom terms. House exists to serve large organizations with non-standard volumes, catalogs, workflows or legal requirements. House plans are quoted by Modelia's sales team, are never self-serve, and are billed by invoice or custom price. House users follow the same rules as Brand users under these Terms unless expressly overridden by their contract, and their reference limits, generation capacity, seats, casting, channels, connectors and features are those set in the contract.

4.5 Capacity Boosts ("High Volume mode")Users on Atelier and Brand whose generation in a billing cycle exceeds the fair-usage capacity of their plan may be offered the option to purchase an additional month's worth of generation capacity for the current billing cycle ("High Volume mode", invoiced as "Atelier Plus" or "Brand Plus"). A capacity boost is a one-off purchase, is added to the current cycle only, can be purchased as many times as needed within a cycle, expires unused at the next renewal or at any plan change, and is never prorated, refunded or carried over. A capacity boost does not change your plan or any of its limits other than generation capacity for the current cycle.

4.6 Plan ExclusivityAn account can have only one active plan at a time. Plans are mutually exclusive. When a new plan is activated, the previous plan is terminated at that moment following the rules for upgrades and downgrades in Section 7. Credit packs and capacity boosts are purchases within a plan, not plans.

4.7 References and CatalogA "reference" is a garment or accessory you deliberately add to your catalog. Images uploaded in the course of a generation do not create references. An "active reference" is one that is visible and usable in the catalog; archived and deleted references do not count towards your limit. Archived references cannot be generated on, published from or measured, may be reactivated only within your plan's limit, and are permanently deleted twelve (12) months after archiving. Deleted references cannot be recovered. Reference limits are enforced at all times: no upgrade, downgrade, reactivation or unarchive may place an account above the reference limit of the plan it lands on. Every plan displays your current reference count.

5.1 Inclusive Is Not UnlimitedOn Atelier, Brand and House the Studio does not count credits, but generation is neither infinite nor free of cost to Modelia. Each plan is priced for the volume of visual content that a fashion brand managing up to that plan's number of active references typically produces over a year, including seasonal peaks. This expected volume is the plan's Fair Usage. Usage far beyond that profile within a single billing cycle, for example bulk regeneration of an entire catalog many times over, automated or scripted use of the Studio, generation on behalf of third parties, or the use of one inclusive plan to serve several brands or businesses, falls outside Fair Usage.

5.2 How Fair Usage Is AppliedModelia applies Fair Usage through adaptive generation pacing, the same approach used by leading AI platforms to keep inclusive plans sustainable for all customers. Each billing cycle starts at full speed. As an account's consumption within the cycle approaches the capacity its plan is priced for, generation requests are progressively placed in a longer queue, and the account is informed. If consumption reaches the plan's capacity for the cycle, Studio generation is paused until the next renewal or until a capacity boost (Section 4.5) is purchased. Pacing is applied per account and per billing cycle, resets in full at every renewal, and never affects assets already generated, your catalog, your library, publishing of existing assets, or API usage paid with API credits. The specific thresholds and the shape of the pacing curve are part of Modelia's operating model and are not disclosed; Modelia may adjust them at any time to reflect its costs, and will always show you in the product when pacing is active.

5.3 Your Options When Pacing AppliesWhen pacing applies you may wait (generation continues at the displayed queue time until the cycle ends), purchase High Volume mode to restore full-speed capacity for the current cycle, or move to a plan sized for a larger catalog. You are never charged for pacing itself, and pacing is never a basis for a refund, credit or service claim.

5.4 Abuse of Fair UsageAttempting to circumvent pacing (including by scripting the Studio, distributing generation across multiple accounts, or sharing an inclusive plan between unrelated businesses) is a breach of these Terms and may result in suspension or termination without refund.

6.1 What Credits RepresentCredits represent generation capacity on the Starter and Creator plans and on the API. They are a unit of consumption for generating images, videos or other operations, at the cost per operation published by Modelia. Credits do not represent money, time, asset rights, or plan tier, and cannot be refunded, exchanged or converted to cash. All feature behaviour (watermark, resolution, API access, etc.) is determined by the active plan at generation time, not by the credits themselves. Credits are never used for Studio generation on Atelier, Brand or House.

6.2 Starter CreditsStarter credits are granted monthly and reset to the Starter allowance on each monthly anniversary. Any unused balance is lost at the reset. Starter credits are not migrated or transferred when a user upgrades to a paid plan; upon upgrading, users receive the credits or capacity of their new plan. Starter users cannot purchase credit packs.

6.3 Creator Credits and Credit PacksCreator users receive a monthly credit allowance at each renewal and may purchase additional credit packs at any time, added to the same balance and usable in the Studio, the Shopify Application and the API alike. At each renewal the opening balance is the higher of your current balance and your monthly allowance. In practice: credits you buy stay until you use them; unused monthly credits do not stack. Credits do not otherwise expire while the Creator subscription remains active and in good standing.

6.4 API Credits on Inclusive PlansUsers on Atelier, Brand and House use the API by purchasing credit packs, at the same prices as Creator packs, which are held as a separate "API credits" balance spendable only through the API. API credits do not expire while the subscription remains active and do not affect Studio capacity or pacing in any way. When a Creator user upgrades to an inclusive plan, their remaining credit balance becomes their API credits balance; when an inclusive-plan user downgrades to Creator, their remaining API credits become part of their Creator balance.

6.5 ForfeitureALL CREDITS, INCLUDING PURCHASED PACKS AND API CREDITS, ARE FORFEITED IMMEDIATELY AND WITHOUT COMPENSATION WHEN THE PLAN IS CANCELLED, TERMINATED FOR NON-PAYMENT OR TERMINATED FOR BREACH. Credits are never refunded or converted to cash. You are told this before confirming a cancellation.

7.1 Every Plan Change Is ImmediateUpgrades, downgrades and cancellations take effect at the moment you confirm them. The new plan starts immediately, a new billing cycle begins on that date, and the full price of the new plan is charged. THE UNUSED PORTION OF THE PLAN YOU LEAVE IS FORFEITED: THERE IS NO PRORATION, NO CREDIT AND NO REFUND FOR THE REMAINING DAYS OF THE PREVIOUS BILLING CYCLE, AND ANY ACTIVE CAPACITY BOOST IS LOST. The exact amount charged today and the number of forfeited days are displayed to you before you confirm any plan change.

7.2 UpgradesOn upgrade, the new plan's full capacity and features apply immediately. Purchased credits are preserved as described in Section 6.4. An upgrade into a plan whose reference limit is below your current number of active references is not permitted until you archive or delete references down to that limit or choose a plan whose limit covers your catalog.

7.3 DowngradesA downgrade is only available once your account fits within every limit of the target plan: active references, model casting slots, seats, active channel connections and enterprise connectors. The platform shows you what must be archived, deleted, removed or disconnected; Modelia does not do this for you. Once confirmed, the downgrade is immediate, the new plan's price is charged, and the consequences described in Section 3.6 apply. Features not available on the new plan (for example higher resolutions or branded content credentials) cease for new generations; assets already downloaded are unaffected.

7.4 CancellationCancellation applies only to paid subscriptions and is an immediate downgrade to Starter. On confirmation: your model casting is deleted; your catalog and library are suspended and retained as described in Section 3.6; connectors and channels are disconnected; all members other than the owner lose access; all credits, including purchased and API credits, are forfeited; API keys are revoked; the Starter watermark and limits apply to new generations. There is no end-of-cycle grace period and no refund of the remaining days. The full list of consequences is displayed to you before you confirm. Downloaded Images remain yours under Section 3.5.

7.5 ReactivationIf you subscribe again within the retention period of Section 3.6, your catalog and library are restored, subject to the reference limit of the plan you choose. Model casting, credits and API keys start from zero.

7.6 Account DeletionA user may permanently delete their account. Upon deletion: any active subscription is cancelled without refund, all personal data is erased in accordance with our Privacy Policy, the email/username is permanently substituted, and the user can never log in again. Account deletion is final, irreversible, and cannot be undone. A deleted account can never be reopened or restored.

8.1 DefinitionRetired plans are pricing models that are no longer sold (including, without limitation, Project Packs, Flexible packs, Basic, Pro, Business and their yearly variants, and any plan removed from the pricing page in the future) but may still exist for active legacy users or for contractual or transitional reasons. Retired plans are hidden from public pricing and cannot be newly purchased.

8.2 Rules Applicable to Retired PlansA user on a retired plan continues to be governed by the plan rules (credits, allowances, limits, upgrade and downgrade behaviour) in force for that plan at the time it was purchased, as described in the version of these Terms then published and available on request, except that the general provisions of these Terms (including Sections 2, 3, 5.4, 9, 11 to 26) apply to all users regardless of plan.

8.3 Modelia's Rights Regarding Retired PlansWHETHER A RETIRED PLAN IS MAINTAINED FOR EXISTING USERS ("GRANDFATHERING"), AND FOR HOW LONG, IS ENTIRELY AT MODELIA'S SOLE DISCRETION. MODELIA RESERVES THE RIGHT TO CANCEL, MODIFY, REPRICE OR DISCONTINUE ANY RETIRED PLAN FOR CLIENTS CURRENTLY ON SUCH PLANS AT ANY TIME. While Modelia will endeavor to maintain retired plans for as long as reasonably possible under their original conditions, Modelia makes no guarantee that any retired plan will continue. In the event Modelia decides to discontinue a retired plan:

• Modelia will provide reasonable notice to affected users, normally no less than thirty (30) days before the change takes effect
• Users will be offered the option to migrate to a currently available plan
• Users who are not satisfied with the available options may cancel their subscription without penalty before the discontinuation takes effect; prepaid, unused periods of a yearly retired plan will be refunded pro rata if the plan is discontinued by Modelia before the end of the prepaid period
• Modelia has the final decision-making authority regarding the continuation or discontinuation of any retired plan

8.4 MigrationLegacy users may move to a current plan at any time. Any upgrade, downgrade or plan change from a retired plan moves the account permanently into the current plan circuit under Section 7; users cannot return to a retired plan. Credits held on a retired plan at the moment of migration are treated as purchased credits under Section 6 unless Modelia states otherwise in the migration offer.

You agree to pay all fees ("Fees") charged to your account according to the rates and terms listed on the applicable pricing page or as otherwise mutually agreed upon in writing. We reserve the right to correct any pricing errors or mistakes, even if payment has been requested or received. You must provide complete and accurate billing information, including a valid and authorized payment method. Fees will be billed to your payment method on a periodic basis as agreed upon; however, we reserve the right to reasonably alter the billing date. You hereby authorize Modelia, its affiliates, and our designated third-party payment processors to charge the Fees to your payment method, including one-off charges for credit packs and capacity boosts and, where you have enabled it, automatic API credit recharges. Fees are payable in U.S. dollars, Euros, or any other currency expressly supported by Modelia, as indicated on our pricing and checkout pages. Payment is due upon the issuance of an invoice, and all payments are non-refundable, except as explicitly provided for in this Agreement.

We reserve the right to modify our prices at any time. Changes will be communicated through a notice posted to your account and/or on our website. Any price adjustments will take effect immediately upon the effective date specified in the notice.

9.1 Delinquent UsersA user is considered delinquent from the moment a subscription payment fails. During the delinquency period, which lasts until the payment is recovered or for a maximum of seven (7) days of automated retries, the user may log in and download previously generated assets, but Studio and Shopify generation and publishing are restricted, no new allowance is granted, and any asset the user manages to generate carries no usage rights (Section 3.13). API access continues only to the extent of prepaid API credits. If the payment is not recovered within the retry window, the subscription is terminated and the account moves to Starter with every consequence of a cancellation under Section 7.4, including deletion of model casting and forfeiture of all credits.

9.2 TaxesPrices exclude applicable taxes. Sales tax, VAT or equivalent is calculated and added at checkout based on your billing address and tax status.

Modelia offers a Shopify Application ("Shopify App") that provides access to certain Modelia tools and services directly within the Shopify platform.

10.1 Applicability of TermsALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT APPLY EQUALLY TO THE USE OF MODELIA'S SERVICES THROUGH THE SHOPIFY APPLICATION. By installing and using the Modelia Shopify App, you agree to be bound by these Terms in their entirety.

10.2 Available FeaturesSome of Modelia's tools and features may be available through the Shopify App. The availability of specific tools through the Shopify App may vary and is subject to Modelia's discretion. Features available through the Shopify App are subject to the same plan restrictions, credit consumption rules, fair-usage rules and usage limitations as those accessed through the main Website. A Shopify store connected to your account counts as one active channel connection.

10.3 Integration and DataBy using the Modelia Shopify App, you authorize Modelia to access certain information from your Shopify store as necessary to provide the Services. Your use of the Shopify App is also subject to Shopify's own terms of service and privacy policy. Modelia is not responsible for Shopify's platform, policies, or any changes Shopify may make to its services.

10.4 Watermark and Commercial Rights via ShopifyThe same watermark policies, commercial rights restrictions, content credentials and asset generation context rules apply to content generated through the Shopify App as through the main Website. An asset's watermark status is universal across all Modelia platforms including the Shopify App.

11.1 The API Is a Separate ChannelThe Modelia API is a distinct channel with its own pricing and usage rules. It is sold alongside your plan, not included in it. API GENERATIONS ALWAYS RUN ON CREDITS THAT YOU PURCHASE, SEPARATE FROM ANY INCLUSIVE STUDIO GENERATION, AT THE PRICES PUBLISHED ON THE API PAGE. Studio capacity, fair usage and pacing never apply to the API; API credits never apply to the Studio on inclusive plans.

11.2 API AvailabilityAPI access is available to users on Creator, Atelier, Brand and House. API access is not available on the Starter plan. On Creator, API calls consume the plan's credit balance. On Atelier, Brand and House, API calls consume the separate API credits balance described in Section 6.4. Users on Starter who attempt to access the API will be blocked and prompted to upgrade.

11.3 Applicability of TermsALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT APPLY EQUALLY TO THE USE OF MODELIA'S SERVICES THROUGH THE API, including the content, likeness, prohibited-content and content-credential provisions of Sections 3 and 15. By using the Modelia API, you agree to be bound by these Terms in their entirety, and you are responsible for ensuring that any application, workflow or end user that consumes the API through your keys complies with them.

11.4 API Usage, Pricing and Auto-RechargeThe cost in credits of each API operation is published in the API documentation and may differ from Studio costs. Modelia may change API pricing, rate limits, quotas and the set of available endpoints at any time with notice on the API page. You may enable automatic recharge, under which a credit pack of your choice is charged to your saved payment method whenever your balance falls below the threshold you set; you may disable it at any time, and a failed automatic charge pauses recharging without other consequences. API credits are subject to the forfeiture rules of Section 6.5.

11.5 API Keys and SecurityYou are responsible for maintaining the confidentiality of your API keys. You may not share your API keys with third parties outside your organization. API keys are revoked on cancellation, termination or downgrade to Starter. You are responsible for all activities that occur using your API keys, including all credits consumed.

11.6 API LimitationsSome Modelia tools and features may be available through the API. The availability of specific tools through the API may vary and is subject to Modelia's discretion. Modelia reserves the right to modify, limit, or discontinue API access or specific API endpoints at any time.

Modelia responds diligently to notices of alleged infringement under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. We will promptly remove or disable access to content that is alleged to be infringing and may terminate the accounts of repeat infringers in accordance with our compliance obligations under the DMCA.

If you believe that your copyright, trademark, publicity rights, likeness or other intellectual property rights have been infringed by content hosted on our Website, you may submit a takedown notice to contact@modelia.ai. To ensure efficient processing of your notice, you must be the rights holder or an authorized agent of the rights holder.

We grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Website, Studio, Shopify App, and API for both personal and commercial purposes, as set forth in these Terms. The Website, Studio, Shopify App, API, and all related contents, features, and functionality are owned by the Company, its licensors, or other providers of such materials and are protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

The proprietary designs, UX, UI, methodologies, pacing and capacity models, and provenance implementation of the Modelia platform itself are distinct from the generative content produced using the platform. You are prohibited with respect to our proprietary material from reproducing, modifying, creating derivative works from, republishing, downloading (other than page caching), storing, or transmitting any of the proprietary material, except as expressly permitted by these Terms.

The company name, the company logo, and all related names, logos, product and service names, designs, and slogans are trademarks and/or service marks owned by the Company or its affiliates or licensors. Unauthorized use of these marks is strictly prohibited without prior written permission from the Company.

14.1 Use of Client Names and Logos for References and MarketingBy using the Services on either a Free or paid plan, you grant Modelia a non-exclusive, royalty-free, worldwide license to use your company name and logo to identify you as a Modelia client or reference on Modelia's website, in marketing and promotional materials, in sales decks, in social media, and in any other materials owned or controlled by Modelia. Such use is limited to your name and logo only and does not include the display of any Generated Images, Client Content, or other assets you have created with the Services.

Modelia agrees to use such name and logo in a manner that preserves and respects the reputation and goodwill of the client. Modelia will not use a client's name or logo in a way that is disparaging, misleading, or that implies an endorsement beyond the fact of the client's use of the Services.

Where a client expressly authorizes Modelia in writing (including by email) to publish a testimonial or quote, Modelia may additionally publish the quote together with the name and title of the authorizing officer, the company name, and the company logo, in the same materials described above.

A client may at any time withdraw this permission by contacting Modelia at contact@modelia.ai. Upon receipt of such request, Modelia will remove the client's name, logo, and any associated quote from Modelia's website and from marketing and promotional materials owned or controlled by Modelia within fifteen (15) days. This removal obligation does not extend to materials already distributed to third parties or to printed materials no longer under Modelia's control, but Modelia will cease further distribution of such materials.

By accessing and using the Website, Studio, Shopify App, or API, you, on behalf of yourself, your users, and any parties you represent, warrant that you will not engage in the following prohibited activities:

Intellectual Property and Provenance Violations:

• Modify, copy, create derivative works from, decompile, or reverse engineer any materials and software contained on the Website
• Remove any copyright or other proprietary notations from the materials and software on the Website
• Remove, alter, or circumvent the Modelia watermark from any watermarked content
• Remove, alter, degrade, forge or misattribute Modelia Content Credentials or the imperceptible AI watermark, or attach them to content not generated by Modelia

Network and Plan Abuse:

• Knowingly or negligently use the Website, Studio, Shopify App, or API in a manner that abuses, disrupts, or interferes with our networks or any other service the Company provides
• Script, automate or otherwise circumvent the Studio, its fair-usage rules or generation pacing; use multiple accounts to evade plan limits; or share an inclusive plan between unrelated businesses
• Resell, sublicense or provide the Services to third parties as a service bureau without Modelia's written agreement

Content Restrictions:

• Generate content that impersonates any real person or falsely portrays an individual in a misleading or defamatory manner
• Create a Digital Twin or otherwise reproduce the likeness of a real person without holding, and being able to prove, the rights described in Section 3.11
• Produce pornographic, sexually explicit, violent or not-safe-for-work content of any kind, on any plan, through any channel
• Produce content that includes depictions of sexual abuse, child nudity, child sexual abuse material, non-consensual acts, animal cruelty, extreme violence, or content that promotes hatred, discrimination, or harm
• Generate content intended to deceive, including deceptive synthetic media presented as authentic photography without the disclosure required by applicable law

Any breach of these terms may lead to the freezing of your account pending review, or to immediate termination of your access to the Services. The Company reserves the right to take further actions, including reporting violations to law enforcement authorities. In cases of account freezing or termination due to violations, the Company reserves the right to refuse to issue a full or partial refund for any pre-paid, unused services or credits remaining at the time of the action.

Modelia strives to provide continuous availability of its services and to ensure that the image generation times are reasonable under normal conditions. However, we do not guarantee uninterrupted service availability or specific performance metrics unless otherwise specified in a separate written agreement tailored for enterprise-level service commitments. Queue times resulting from generation pacing under Section 5 are a normal operating condition of inclusive plans, not a service interruption.

To maintain the performance and security of our services, we regularly perform scheduled maintenance. We aim to conduct such maintenance activities during off-peak hours to minimize any potential disruption to our users. Modelia may occasionally need to perform emergency maintenance or resolve unexpected technical issues that could result in unplanned downtime.

These Terms of Use shall remain in full force and effect for as long as you access and use our Services. You may terminate your use of the Services at any time, for any reason or for no reason, by cancelling your plan and ceasing all use of the Services.

We reserve the right to freeze, suspend or terminate your access to or use of the Services at any time, without prior notice, if you breach any provision of these Terms, engage in any suspected fraudulent, abusive, or illegal activities, remove or circumvent any Modelia watermark or Content Credential, create or use a Digital Twin without proven rights, produce prohibited content, or for any other reason at our sole discretion. Such action may be immediate and without prior notice, and no refund or credit is due for any period during which an account is frozen or suspended for cause.

Upon termination, you must cease all use of the Services and any information obtained from the Services. We may also delete your account and any related data at our discretion. The provisions of these Terms that by their nature should survive termination shall continue in full effect after termination, including Sections 2.1, 3.3, 3.5, 3.7, 3.8, 3.11, 3.12, 13, 18, 19, 20, 21, 22 and 23.

You expressly understand and agree that your access to and use of the Services is at your sole risk. The Services are provided on an "as is" and "as available" basis without warranties of any kind, whether express or implied. To the fullest extent permissible under applicable law, we, along with our subsidiaries, affiliates, and licensors, disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

We do not guarantee that: (i) the Services will meet your specific requirements, (ii) your use of the Services will be uninterrupted, timely, secure, or error-free, (iii) information obtained by you from the Services will be accurate or reliable, (iv) any errors in the Services' technology will be corrected, (v) Content Credentials or imperceptible watermarks will be preserved, detected or displayed by third-party platforms, or (vi) Stored Assets will be retained beyond the periods stated in Section 3.6.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES. THIS INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LOSS OF STORED ASSETS, MODEL CASTING OR REFERENCES FOLLOWING A CANCELLATION, DOWNGRADE, NON-PAYMENT OR EXPIRY OF A RETENTION PERIOD, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES EXCEED THE GREATER OF THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR ACCESS TO AND USE OF THE SERVICES IN THE 12 MONTHS PRIOR TO THE CLAIM OR ONE HUNDRED DOLLARS ($100).

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless the Company and its past, present, and future employees, officers, directors, contractors, consultants, affiliates, subsidiaries, agents, partners, and licensors (the "Indemnified Parties") from and against any and all claims, liabilities, costs, damages, losses, and expenses, including reasonable attorneys' fees and costs, arising from or related to:

• Your use of, or conduct in connection with, the Services
• Your breach or violation of these Terms
• Your violation of any applicable law, regulation, or rights of another, including intellectual property, publicity, privacy and data-protection rights
• Any content or Inputs you upload, post, or otherwise transmit through the Services that infringe any copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any person or entity
• Your use of trademarked garments, logos, brands, people's likenesses, backgrounds, styles, or any other third-party intellectual property in connection with the Services
• Your creation or use of a Digital Twin of any person, and any claim by the person depicted or their representatives
• Your removal, alteration, degradation or circumvention of the Modelia visible watermark, imperceptible watermark or Content Credentials
• Your failure to comply with any disclosure or transparency obligation applicable to AI-generated content in the markets where you publish

These Terms and your use of the Services shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. Any disputes arising out of or relating to these Terms, or the relationship between you and the Company, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, will be resolved through final and binding arbitration conducted by a neutral arbitrator, instead of in a court by a judge or jury. You hereby waive any right to a jury trial or to participate in a court trial. Additionally, you agree that any arbitration shall occur on an individual basis; class arbitrations and class actions are not permitted, and you are expressly waiving the right to participate in a class action.

You and the Company agree that any claims brought against each other will be conducted in an individual capacity, and not as a plaintiff or class member in any purported class, consolidated, or representative proceeding.

If any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms. Such determination shall not affect the validity and enforceability of any other remaining provisions.

Our Privacy Policy, accessible from our Website, describes how we process your personal data and protect your privacy when you use our Services, including the personal data contained in Digital Twins and Client Content.

Should you have any feedback, comments, or questions about these Terms, or wish to request the version of these Terms applicable to a retired plan, please contact us at contact@modelia.ai.