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”) owned and operated by Modelia Inc., a US incorporated company (the “Company,” “we,” “us,” or “our”).

By accessing the Website, 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 or using any other services provided by us.

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE WEBSITE EACH TIME YOU USE THE WEBSITE. THESE TERMS GOVERN YOUR USE OF THE WEBSITE UNLESS WE HAVE EXECUTED A SEPARATE WRITTEN AGREEMENT WITH YOU FOR THAT PURPOSE. WE ARE ONLY WILLING TO MAKE THE WEBSITE AVAILABLE TO YOU IF YOU ACCEPT ALL OF THESE TERMS. BY USING THE WEBSITE, 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 WEBSITE AVAILABLE TO YOU. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE WEBSITE. 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 THIS SERVICE CONFIRMS YOUR ONGOING AGREEMENT TO ANY UPDATED TERMS. PLEASE ENSURE THAT YOU READ THE TERMS OF SERVICE EACH TIME YOU USE THE SERVICE AND DISCONTINUE USAGE IF YOU NO LONGER AGREE 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 may be subject to a limitation with respect to resource usage based on your plan.

Subject to the terms herein, Modelia offers specialized image enhancement services ('Services'), which include AI-generated image creation and expert manual adjustments. Clients may submit images ('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 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. 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. Clients are advised that turnaround times for Expert Touch-Up Services are estimates only and may vary based on the complexity of the request or current demand levels.

For the purposes of these Terms & Conditions, the term "Generated Image" refers to any visual content created by Modelia's artificial intelligence (AI) based on input and generation instructions provided by the client. Generated Images are displayed to the client within the Modelia platform interface to allow for review and selection. These images remain the property of Modelia until a Download action is taken by the client. No license for use or distribution of a Generated Image is conferred until it becomes a Downloaded Image.

The term "Downloaded Image" refers to a Generated Image that a client has actively chosen to download by clicking the designated download button on the Modelia platform. Upon downloading, the client is granted an exclusive, non-revocable license to use, reproduce, modify, and display the Downloaded Image. This license is applicable for the full extent of copyright term and includes the right to sublicense such rights, subject to the client's compliance with all other terms and conditions stipulated herein.

Simultaneously, by downloading an image, the client grants Modelia a non-exclusive, worldwide, perpetual, royalty-free license to use, reproduce, modify, and display the Generated or Downloaded Image for the purpose of internally enhancing and training Modelia's models, algorithms, and processes aimed at improving the accuracy, efficiency, and quality of Modelia’s Services. This aspect of the license is perpetual and irrevocable. Additionally, the client grants Modelia a separate, non-exclusive, worldwide, perpetual, royalty-free, revocable license to use, reproduce, modify, and display the Generated or Downloaded Image in public realms, such as part of its promotional material or other operational capacities. The client reserves the right to revoke this public use license at any time by providing written notice to Modelia, after which Modelia must cease all public use of the image and confirm its compliance with the revocation.

Furthermore, post-termination of their subscription, users retain perpetual rights to any images they downloaded while their subscription was active, ensuring ongoing use of previously licensed content under the same conditions as were in effect during their subscription period

Modelia offers a discretionary service ('Difficult Images Service') that allows users to submit images deemed difficult for processing through the Studio interface, providing manual assistance subject to Modelia’s capacity and feasibility, with no obligation to process any submission, full discretion over attempts and completion, rights to impose or adjust limits without notice, and authority to suspend or terminate the service at any time without compensation, while during trial periods limiting submissions to one image per client, and by submitting an image, clients acknowledge and agree that the service is a courtesy and not a guaranteed right.

Generated ImageA "Generated Image" refers to any visual content created by Modelia's artificial intelligence (AI) based on input and generation instructions provided by you, the client. These images are initially displayed within the Modelia platform interface for your review and selection. It is important to note that 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

Downloaded ImageA "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. Upon such an action, you are granted an exclusive, non-revocable license to use, reproduce, modify, and display the Downloaded Image. 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.

Implications and Limitations on UseWhile Generated Images serve as a preview and are held under Modelia’s ownership without license rights to you, Downloaded Images transition into a fully licensed state under the terms provided. This distinction ensures that while you can view and evaluate Generated Images, only Downloaded Images can be actively used, modified, or distributed according to the license terms.

Rights After Subscription CancellationUpon cancellation of your subscription, any rights to access new Generated Images cease immediately. However, for Downloaded Images, the granted licenses are perpetual, allowing continued use under the terms initially agreed upon at the time of download, even post-subscription. It is crucial to understand that while subscription services can be terminated, the rights associated with already Downloaded Images continue unaffected.

Special Considerations for Trial Period ImagesAny images generated or downloaded during a trial period are treated similarly to Generated Images and remain property of Modelia unless a subscription is activated post-trial. Upon activating a subscription, trial images are then treated as Downloaded Images and are subject to the same licensing rights as those downloaded outside of the trial period. This ensures that trial functionalities are fully integrated and transition seamlessly into standard usage upon subscription commencement.

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. Under no circumstances will Modelia assume liability for any claims, damages, or liabilities arising from the unauthorized use of copyrighted or restricted Content in the inputs provided by the client or in the outputs generated by Modelia's services.

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 (including but not limited to attorneys' fees) resulting from the violation of any third-party rights related to the use of the Content provided to Modelia.

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

During the trial period, any images generated or downloaded are initially provided without a formal license and remain the property of the company. These images are treated as Generated Images, conferring the user no usage rights beyond viewing within the Modelia platform. Should the user decide to activate a subscription following the trial period, any images generated or downloaded during the trial will then be licensed under the same terms as images generated or downloaded outside of the trial. This transition ensures that upon subscription activation, users gain full usage rights to their trial images consistent with the terms applicable to non-trial images, as outlined in the terms of a paid service plan.

Prohibited Content and LiabilityThe uploading or submission of dangerous, pornographic, or inappropriate images to the Modelia platform is strictly prohibited. Similarly, any prompts aimed at generating harmful, inappropriate, or pornographic images are also strictly forbidden. Clients are solely responsible for ensuring that all content submitted for processing, including image inputs and generation prompts, comply with all applicable laws and regulations and do not infringe upon the rights or safety of others.

Modelia reserves the right to store detailed logs of all image generation activities, including the content of submitted images and prompts, to ensure compliance with these guidelines. These records may be used by Modelia to verify compliance and may be disclosed in legal proceedings or as required by law to substantiate Modelia's defense and demonstrate the user's responsibility in cases of misuse.

Modelia expressly disclaims any liability for any claims, damages, or liabilities arising from the unauthorized or illegal use of the platform or services. Users violating these provisions may face account suspension or termination and may be held liable for legal actions resulting from their misconduct.

Similarity of Content and Output UniquenessDue to the inherent characteristics of machine learning technologies, Output generated through the Services may not be entirely unique and may exhibit similarities across different users. Modelia does not guarantee the exclusivity of any output, and similar or identical outputs may be produced for different clients or third parties. 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. Modelia disclaims any liability for such coincidences and emphasizes that these outputs are generated algorithmically without any intention to replicate specific individuals

Overview of CreditsModelia operates a credit-based system where each unit of service is quantified as a "credit." Credits are the primary means through which users access and download images

Accrual and RolloverCredits accrue monthly in accordance with the user's subscription tier and any additional credit purchases made during the billing cycle. In addition to subscription credits, users may purchase one-shot credit packages at various price points, which provide a specified amount of credits that are not subject to recurring charges. Users may buy multiple one-shot packages as needed, and these credits are treated identically to subscription credits in terms of usage and functionality. All unused credits, whether from monthly subscriptions or one-shot purchases, will automatically roll over to the next month as long as the subscription remains active.

Credit UsageCredits may be used to download images in accordance with user needs. Each downloaded image, whether accessed through the studio interface, the batch processing tab, or the API, consumes credits. The specific number of credits required per download is determined by the prevailing credit exchange rate.

Exchange RateThe current exchange rate is set such that each downloaded image consumes ten (10) credits. This rate is subject to change at Modelia’s discretion. Modelia reserves the right to modify the credit exchange rate, and any changes will be communicated to users through their account notification system or email. In the event of a rate change, Modelia will provide fair compensation or adjustments to users to ensure equitable treatment.

CancellationClients may request cancellation of their subscription at any time. Upon cancellation, all accrued credits will remain valid through the end of the current billing cycle, followed by the grace period as established under the expiration policy below.

Expiration of CreditsCredits remain valid and can be used as long as the subscription is active. Upon cancellation of the subscription, credits will remain valid for an additional thirty (30) days, allowing users a grace period to utilize unused credits. Post this period, any remaining credits will expire and cannot be redeemed, refunded, or transferred.

Amendment of Credit TermsModelia may amend the terms of the credit system at any time. Such amendments will be effective immediately upon posting the revised terms on Modelia’s website or notifying users directly.

Generation LimitsModelia implements a soft limit of fifty (50) images generated for each image downloaded by a user ("Generation Limit"). This limit is designed to maintain system integrity and fair usage. Modelia reserves the right to enforce this limit strictly by converting the soft limit into a hard limit at its discretion. Should this limit be exceeded, Modelia may take necessary actions, including but not limited to, temporarily suspending the user's ability to generate further images until compliance with the set limits is reestablished.

Modelia maintains accurate records of all images generated and downloaded to ensure adherence to this policy. This monitoring is crucial for maintaining service quality and operational fairness. By using our services, you acknowledge and agree that such tracking is necessary and consent to Modelia's monitoring and enforcement actions as described.

Custom Subscription PlansCustom Plans are specifically designed for clients whose needs exceed the scope of our standard subscription offerings. These plans are tailored to accommodate unique requirements, providing flexibility in services and terms. Each Custom Plan is governed by a specific agreement that details the conditions mutually agreed upon between Modelia and the client. This agreement will outline specific terms concerning payment, credit usage, subscription periods, and other relevant details tailored to the client’s individual requirements. While the Custom Plan agreement will address particular needs and stipulations, any aspects of the subscription not explicitly covered by the agreement will be subject to Modelia's general Terms and Conditions. This ensures a comprehensive governance framework where bespoke arrangements are harmoniously integrated with standardized policies. The execution of a Custom Plan requires both parties to confirm acceptance of the specific terms set forth in the written agreement. Any modifications to these terms must also be documented in writing and agreed upon by both Modelia and the client to ensure clarity and mutual understanding. By subscribing to a Custom Plan, clients acknowledge and agree that they are bound not only by the terms of the specific agreement but also by the overarching Terms and Conditions of Modelia, except where expressly modified by their custom agreement

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, 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 copyright holder or an authorized agent of the copyright holder. Your takedown notice must include the following:

• Clear identification of the copyrighted work, trademark, publicity rights, or other intellectual property rights you claim have been infringed.
• Specific identification of the allegedly infringing material, with detailed information sufficient to allow Modelia.ai to locate the material on the Website (e.g., exact URLs)
• Your contact information, including your full legal name and an email address.
• A sworn declaration including a statement asserting a good faith belief that the disputed use of the material is not authorized by the intellectual property rights owner, its agent, or the law; a statement that the information in the notice is accurate; a statement, made under penalty of perjury, that you are authorized to act on behalf of the owner of the intellectual property right that is allegedly infringed; your physical or electronic signature with your full legal name.

Upon receipt of a valid infringement claim, Modelia will promptly notify the content provider, member, or user of our decision to remove or disable access to the allegedly infringing material. We will provide them with your notice including your contact information, so they may take the opportunity to respond directly to you and address any dispute.

License and Intellectual Property RightsWe grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Website for both personal and commercial purposes, as set forth in these Terms. The Website and all related contents, features, and functionality, including but not limited to, information, software, products, materials, APIs, text, displays, images, video, audio, and the design, selection, and arrangement thereof, 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 rights, titles, and interests in and to users’ Content are governed and subject to Section 3 above.

The proprietary designs, UX, UI, and methodologies of the Modelia platform itself are distinct from the generative content produced using the platform.

Prohibited Uses of Proprietary MaterialYou are prohibited with respect to our proprietary material (including our UX, UI, process methodologies, and other aspects of the platform) from reproducing, modifying, creating derivative works from, republishing, downloading (other than page caching), storing, or transmitting any of the proprietary material, except as it is expressly permitted by these Terms. You may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use, not for further reproduction, publication, or distribution.

Compliance with End User License AgreementIf we provide desktop, mobile, or other applications for download, you agree to be bound by our end user license agreement for such applications.

Breach of TermsIf you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms, your right to use the Website will terminate immediately. You must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Website not expressly permitted by these Terms constitutes a breach of these Terms and may violate copyright, trademark, and other laws.

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 the prior written permission from the Company.

All other names, logos, product and service names, designs, and slogans that appear on this Website may be the trademarks of their respective owners. Third-party trademarks, registered trademarks, and product names featured on the Website are owned by their respective owners and may not be used, copied, or imitated, in whole or in part, without explicit permission from the respective intellectual property rights holder.

The inclusion of any third-party trademarks or product names on this Website does not imply an endorsement, sponsorship, or recommendation of these products, services, or processes by Modelia.ai or the Company. Nor should it be interpreted as an affiliation with or endorsement by the Company of the trademark owner or their products and services. Such references are provided solely for informational purposes and do not constitute an endorsement or recommendation by Modelia.

By accessing and using the Website, 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 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;
  • Transfer the materials to another person or “mirror” the materials on any other server;
• Network Abuse:
  • Knowingly or negligently use the Website or any of its associated services in a manner that abuses, disrupts, or interferes with our networks or any other service the Company provides.
• Inappropriate Communications:
  • Use the Website or its associated services to transmit or publish any harassing, indecent, obscene, fraudulent, unlawful, or harmful material;
  • Employ the Website in violation of any applicable local, state, national, or international laws or regulations;
  • Utilize the Website in conjunction with sending unauthorized advertising, spam, or solicitation.
• Privacy and Data Security:
  • Harvest, collect, or gather user data without the express consent of the users;
  • Use the Website or its associated services in a manner that may infringe the privacy, intellectual property rights, or other rights of third parties.
• Content Restrictions:
  • Generate content that impersonates any real person or falsely portrays an individual in a misleading or defamatory manner;
  • Produce content that includes depictions of sexual abuse, violence, explicit pornography, child nudity, child pornography, non-consensual acts, animal cruelty, extreme violence, or that promotes hatred, discrimination, or harm based on protected characteristics;
  • Create content that endangers the safety, security, or well-being of individuals or groups or that, in the sole discretion of the Modelia team, is deemed unsuitable, obscene, offensive, or contrary to community standards and user expectations.

Enforcement and TerminationAny breach of these terms may lead to immediate termination of your access to the Website. The Company reserves the right to take further actions, including reporting violations to law enforcement authorities as deemed appropriate. In cases of account 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 tokens remaining at the time of termination.

Content ModerationThe Company reserves the right, at its sole discretion, to block, restrict, delete, or take down content that violates these terms without prior notice or liability.

Availability: 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

Scheduled Maintenance: To maintain the performance and security of our services, we regularly perform scheduled maintenance within our system. We aim to conduct such maintenance activities during off-peak hours to minimize any potential disruption to our users. While we endeavor to provide advance notice of maintenance that may affect the availability of our services, the timing and extent of such disruptions may not always be communicated in advance.

Unscheduled Downtime: Modelia may occasionally need to perform emergency maintenance or resolve unexpected technical issues that could result in unplanned downtime. We will make all reasonable efforts to minimize any service interruptions and to restore full service as quickly as possible.

Maintenance Disclaimer: While Modelia commits to maintaining a high standard of service availability, there may be instances where the services are unavailable due to reasons beyond our control, such as internet disruptions, hardware failures, or force majeure events. In such cases, we will not be liable for any loss or damage arising from the inability to access our services.

Performance Expectations: We guarantee that our services will strive to meet reasonable image generation times. However, these times can vary based on system load, the complexity of the images being generated, and other technical factors. We provide no explicit guarantees on generation times unless specified in a written agreement for specific service levels tailored to individual business needs.

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

We reserve the right to terminate your access to or use of the Website at any time, without prior notice, if you breach any provision of these Terms, engage in any suspected fraudulent, abusive, or illegal activities, or for any other reason at our sole discretion. Such termination may be immediate and without prior notice. Any termination of your access to the Website under these conditions will be in addition to and not in lieu of any other remedies available to us under applicable law or in equity. While we reserve the right to terminate access without prior notice, we may, at our discretion, choose to provide you with written notice of any such action via email or any other communication method associated with your account.

Upon termination, you must cease all use of the Website and any information obtained from the Website. 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, but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Disclaimer of WarrantiesYou expressly understand and agree that your access to and use of the Website is at your sole risk. The Website is 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 make no warranty or representation regarding the accuracy, completeness, reliability, or usefulness of the Website, its content, or any services provided through the Website.

Limitation of LiabilityWe do not guarantee that: (i) the Website will meet your specific requirements, (ii) your use of the Website will be uninterrupted, timely, secure, or error-free, (iii) information obtained by you from the Website will be accurate or reliable, and (iv) any errors in the Website’s technology will be corrected.

Furthermore, you acknowledge that any data downloaded or otherwise obtained through the use of the Website is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of such data.

Exclusion in Certain JurisdictionsThe exclusions of certain warranties and the limitation of liability above may not apply to you as some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for incidental or consequential damages. Accordingly, the limitations and exclusions set forth above may not be applicable to you.

Acknowledgment of Security RisksYou acknowledge the inherent security risks of providing information and dealing online over the internet and agree that we shall not be liable for any breach of security unless such breach has been caused by our gross negligence.

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 WEBSITE, ANY LINKED WEBSITES, OR ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES. 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, 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 WEBSITE EXCEED THE GREATER OF THE AMOUNT YOU HAVE PAID TO THE COMPANY FOR ACCESS TO AND USE OF THE WEBSITE IN THE 12 MONTHS PRIOR TO THE CLAIM OR ONE HUNDRED DOLLARS ($100).

YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THE COMPANY AND YOU. THE COMPANY WOULD NOT BE ABLE TO PROVIDE THE WEBSITE TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

THESE LIMITATION OF LIABILITY PROVISIONS SHALL APPLY EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

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 any of the following: (i) Your use of, or conduct in connection with, the Website or Services; (ii) Your breach or violation of these Terms; (iii) Your violation of any applicable law, regulation, or rights of another, including intellectual property rights; (iv) Any content or Inputs you upload, post, or otherwise transmit through the Website that infringe any copyright, trademark, patent, trade secret, or other intellectual property or proprietary right of any person or entity.

You expressly agree that this indemnification obligation extends to your use of the Inputs on the platform, affirming that you possess all necessary rights to such Inputs in connection with the Services provided by the Company.

Defense and Control of ClaimsThe Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Indemnified Parties, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of the Company. This indemnification obligation will survive the termination of these Terms and your use of the Website

This indemnity is in addition to, and not in lieu of, any other indemnities set forth in any written agreement between you and the Company.

The information presented on or through the Website is provided solely for general informational purposes. We do not warrant the accuracy, completeness, or usefulness of this information, and you acknowledge that such information may contain inaccuracies or errors. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you, any other visitor to the Website, or by anyone who may be informed of any of its contents.

This Website may include content provided by third parties, including materials from other users, third-party licensors, syndicators, aggregators, and reporting services. Such content is solely the responsibility of the person or entity providing it. The Company does not endorse, and is not responsible for, the accuracy, completeness, or reliability of any third-party content, nor does such content necessarily reflect the opinion of the Company. We are not liable for any loss or damage that might arise from your reliance on any third-party content provided on the Website. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, or other content available through the Website that is not sourced directly from us.

This Website may contain links to other sites and resources provided by third parties, including links contained in advertisements, such as banner ads and sponsored links. These links are provided for your convenience only. We have no control over the contents of those third-party sites or resources and accept no responsibility for them or for any loss or damage that may result from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for those websites.

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.

These Terms and your use of the Website 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

Our Privacy Policy, accessible from our Website, describes how we process your personal data and protect your privacy when you use our Website.

Should you have any feedback, comments, or questions about these Terms, please contact us at contact@modelia.ai.