Terms of Service

Agreement Acceptance

THIS AGREEMENT TAKES EFFECT WHEN YOU ACCEPT THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES (the "Effective Date"). BY ACCEPTING THE TERMS DURING SIGN-UP OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION PROVISION IN SECTION 13 (THE "ARBITRATION AGREEMENT") AND A CLASS ACTION/JURY TRIAL WAIVER PROVISION IN SECTION 13 (THE "CLASS ACTION/JURY TRIAL WAIVER") THAT REQUIRE, UNLESS CUSTOMER OPTS OUT PURSUANT TO THE INSTRUCTIONS IN THE ARBITRATION AGREEMENT, THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US.

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

1.1 "Aggregated Data"

means data and information related to or derived from Customer Data or Customer's use of the Services that is used by Company in an aggregate and anonymized manner, including to compile statistical and performance information related to the Services.

1.2 "Authorized User"

means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement; and (ii) for whom access to the Services has been purchased hereunder.

1.3 "Customer Data"

means images, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services for analysis; provided that, for purposes of clarity, Customer Data does not include Aggregated Data.

1.4 "Analysis Output"

means the results, insights, metadata, captions, tags, brand fit scores, campaign recommendations, and other analytical outputs generated by the Services based on Customer Data.

1.5 "Documentation"

means Company's end user documentation relating to the Services available at creativecortex.ai.

1.6 "Services"

means Company's proprietary AI-powered image analysis platform known as Creative Cortex, including all features, functionalities, and APIs made available by Company to Authorized Users from time to time.

1.7 "Subscription Plan"

means the specific tier of Services selected by Customer, including Individual, Professional, and Agency plans, each with different usage allowances, features, and pricing as set forth on Company's pricing page.

1.8 "Third-Party Services"

means any third-party products, services, or AI models (including but not limited to Google Gemini) integrated with or utilized by the Services to provide image analysis capabilities.

2. Access and Use

2.1 Provision of Access

Subject to and conditioned on Customer's compliance with the terms and conditions of this Agreement, including without limitation the Usage Limitations applicable to Customer's Subscription Plan, Company will make available to Customer during the Subscription Period, on a non-exclusive, non-transferable, and non-sublicensable basis, access to and use of the Services, solely for use by Authorized Users. Such use is limited to Customer's internal business purposes and the features and functionalities specified in the applicable Subscription Plan.

2.2 Usage Limitations

Customer's use of the Services is subject to the usage limitations associated with their Subscription Plan, including but not limited to: (i) the number of images that may be processed per billing period; (ii) the number of brands or projects that may be created; (iii) API rate limits; and (iv) storage limitations. Usage in excess of plan limits may result in additional charges or temporary service restrictions.

2.3 Use Restrictions

Customer shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of any Company intellectual property; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services; (iv) use the Services to analyze illegal content, including but not limited to child sexual abuse material, non-consensual intimate imagery, or content that violates applicable laws; (v) use the Services to train competing AI models or for purposes of competitive analysis; (vi) bypass or breach any security device or protection used by the Services; (vii) use the Services to process images for which Customer does not have the necessary rights or permissions; or (viii) use the Services in any manner that could damage, disable, overburden, or impair the Services.

2.4 Reservation of Rights

Company reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to Company's intellectual property.

2.5 Suspension

Notwithstanding anything to the contrary in this Agreement, Company may temporarily suspend Customer's and any Authorized User's access to any portion or all of the Services if: (i) Company reasonably determines that there is a threat or attack on the Services; (ii) Customer's or any Authorized User's use of the Services poses a security risk or disrupts the Services; (iii) Customer or any Authorized User is using the Services for fraudulent or illegal activities; (iv) Customer fails to pay any amount when due; or (v) Company's provision of the Services is prohibited by applicable law or by the terms of any Third-Party Services.

3. Customer Responsibilities

3.1 General

Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly. Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.

3.2 Image Rights

Customer represents and warrants that it has all necessary rights, licenses, and permissions to submit images to the Services for analysis, including but not limited to: (i) ownership of the images; (ii) valid licenses from the copyright holder; (iii) consent from any individuals depicted in the images as required by applicable law; and (iv) compliance with any applicable privacy laws and regulations.

3.3 Prohibited Content

Customer shall not submit to the Services any images that: (i) contain child sexual abuse material or depictions of minors in sexual situations; (ii) constitute non-consensual intimate imagery; (iii) contain malware, viruses, or harmful code; (iv) violate any applicable laws or regulations; or (v) infringe upon the intellectual property rights of any third party. Company reserves the right to remove any content and terminate Customer's access for violations of this Section.

3.4 Account Security

Customer is responsible for maintaining the security and confidentiality of access credentials and for all activities that occur under Customer's account. Customer shall immediately notify Company of any unauthorized use of Customer's account or any other breach of security.

4. Fees and Payment

4.1 Subscription Fees

Customer shall pay Company the fees associated with the selected Subscription Plan ("Fees") without offset or deduction at the cadence identified during signup (monthly or annually). Fees paid by Customer are non-refundable except as expressly set forth in this Agreement.

4.2 Overage Charges

If Customer exceeds the usage limits of their Subscription Plan, Company may: (i) charge overage fees at the then-current per-image rate; (ii) temporarily restrict access to the Services until the next billing period; or (iii) require Customer to upgrade to a higher-tier Subscription Plan. Company will provide reasonable notice before charging overage fees.

4.3 Late Payment

If Customer fails to make any payment when due, without limiting Company's other rights and remedies: (i) Company may charge interest on the undisputed past due amount at the rate of 1.5% per month or the highest rate permitted under applicable law; (ii) Customer shall reimburse Company for all reasonable costs incurred in collecting late payments; and (iii) Company may suspend Customer's access to the Services until such amounts are paid in full.

4.4 Taxes

All Fees are exclusive of taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on amounts payable by Customer, other than taxes imposed on Company's income.

5. Intellectual Property

5.1 Company IP

Customer acknowledges that Company owns all right, title, and interest, including all intellectual property rights, in and to the Services, Documentation, and all related technology, algorithms, and methodologies. Nothing in this Agreement transfers any ownership of Company intellectual property to Customer.

5.2 Customer Data

Customer retains all right, title, and interest in and to the Customer Data. Customer hereby grants to Company a non-exclusive, royalty-free, worldwide license to use, reproduce, and process the Customer Data solely as necessary to provide the Services to Customer.

5.3 Analysis Output

Customer owns all right, title, and interest in the Analysis Output generated specifically for Customer's images. Company may retain and use Aggregated Data derived from Analysis Output for purposes of improving the Services, provided such data is anonymized and does not identify Customer or any individual.

5.4 Feedback

If Customer provides any feedback, suggestions, or recommendations regarding the Services ("Feedback"), Company is free to use such Feedback without any obligation to Customer.

6. Confidentiality

Each Party agrees to protect the Confidential Information of the other Party using the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information means any non-public information disclosed by either Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the receiving Party; (ii) was rightfully known to the receiving Party prior to disclosure; (iii) is rightfully obtained from a third party without restriction; or (iv) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information.

7. Privacy and Data Protection

7.1 Privacy Policy

Company's Privacy Policy, available at creativecortex.ai/privacy, describes how Company collects, uses, and protects personal information. By using the Services, Customer acknowledges that it has reviewed and agrees to the Privacy Policy.

7.2 Data Processing

Customer acknowledges that the Services utilize Third-Party Services, including AI models, to process Customer Data. Customer consents to the transmission of Customer Data to such Third-Party Services as necessary to provide the Services. Company will process Customer Data in accordance with its Privacy Policy and applicable data protection laws.

7.3 Data Retention

Company will retain Customer Data for the duration of the Subscription Period plus a reasonable period thereafter to allow Customer to export their data. Upon termination, Customer may request deletion of Customer Data, and Company will comply within a reasonable timeframe, subject to any legal retention requirements.

8. Warranties and Disclaimers

8.1 Customer Warranties

Customer represents, warrants, and covenants that: (i) Customer has all necessary rights to submit Customer Data to the Services; (ii) Customer Data does not violate any applicable laws or infringe any third-party rights; and (iii) Customer will use the Services in compliance with all applicable laws and this Agreement.

8.2 Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE.

8.3 AI Limitations

Customer acknowledges that the Services utilize artificial intelligence and machine learning technologies that may produce results that are imperfect, incomplete, or contain errors. Analysis Output should not be relied upon as the sole basis for business decisions without human review. Company does not guarantee the accuracy, reliability, or completeness of any Analysis Output.

9. Indemnification

9.1 Customer Indemnification

Customer shall indemnify, defend, and hold harmless Company from and against any losses, damages, liabilities, and costs (including reasonable attorneys' fees) arising from any third-party claim related to: (i) Customer Data; (ii) Customer's breach of this Agreement; (iii) Customer's violation of applicable law; or (iv) Customer's negligence or willful misconduct.

9.2 Company Indemnification

Company shall indemnify, defend, and hold harmless Customer from and against any losses, damages, liabilities, and costs (including reasonable attorneys' fees) arising from any third-party claim that the Services infringe or misappropriate such third party's intellectual property rights, provided that Customer promptly notifies Company of the claim and cooperates with Company in the defense.

10. Limitation of Liability

IN NO EVENT WILL COMPANY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; LOST PROFITS, REVENUE, OR DATA; OR COST OF SUBSTITUTE SERVICES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO COMPANY IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

11. Term and Termination

11.1 Subscription Period

The initial term of this Agreement begins on the Effective Date and continues for the period associated with the selected Subscription Plan (the "Initial Term"). This Agreement will automatically renew for successive terms equal to the Initial Term unless either Party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

11.2 Termination for Cause

Either Party may terminate this Agreement: (i) if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after written notice; or (ii) immediately upon written notice if the other Party becomes insolvent or files for bankruptcy.

11.3 Effect of Termination

Upon termination: (i) Customer's right to access and use the Services will immediately cease; (ii) Customer shall pay all Fees due through the termination date; and (iii) each Party shall return or destroy the other Party's Confidential Information. Sections 5, 6, 8, 9, 10, and 13 shall survive any termination of this Agreement.

12. Support

During the Subscription Period, Company will provide Customer with support in accordance with the support level associated with Customer's Subscription Plan. Support requests may be submitted via email to [email protected]. Company will use commercially reasonable efforts to respond to support requests within the timeframes specified for Customer's Subscription Plan.

13. Dispute Resolution

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles.

13.2 Arbitration Agreement

Any dispute, controversy, or claim arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in Las Vegas, Nevada. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.

13.3 Opt-Out

You may opt out of this Arbitration Agreement within thirty (30) days of accepting this Agreement by emailing [email protected] with your full legal name and a statement of your intent to opt out.

13.4 Class Action Waiver

BY ENTERING INTO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING.

14. General Provisions

14.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, and representations.

14.2 Amendment

Company may modify this Agreement from time to time. Company will provide reasonable notice of material changes. Continued use of the Services after such changes constitutes acceptance of the modified Agreement.

14.3 Assignment

Customer may not assign this Agreement without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.

14.4 Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

14.5 Waiver

No failure or delay by either Party in exercising any right under this Agreement shall constitute a waiver of that right.

14.6 Notices

All notices under this Agreement must be in writing and shall be sent to the email address associated with Customer's account or to [email protected] for notices to Company.

14.7 Force Majeure

Neither Party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.

Contact Information

That DAM Company

Email: [email protected]

Website: creativecortex.ai

(c) 2025 That DAM Company. All rights reserved.