Terms of Service - Veloment

These Terms of Service (the “Terms”) constitute a legally binding agreement (the “Agreement”) between you (“you” or the “user”) and Veloment, a sole proprietorship operating in Ontario, Canada (“Veloment”, “we”, “us”, or “our”). “Parties” are you and us. The Terms govern, among other things, your access to and use of the Services (as defined below).

1. Scope of Services

(a) About us. We are [focused on developing software that makes artificial intelligence (“AI”) more accessible by creating and serving applications that are powerful, yet simple and delightful to use.]

(b) Services. In the Terms, “Services” collectively refers to the Veloment website (the “Website”), applications and other software served through the Website, and related services.

(c) Applications. We serve web-based applications that leverage artificial intelligence technology (which includes AI models) and other services provided by third-party providers (“Third-Party Providers”). We currently serve the following applications:

(i) Chat - A conversational AI assistant interface that accepts input in the form of raw text, text files, PDF files, image files, audio files, and video files and responds using text output. Users have the option of selecting from various AI models from various Third-Party Providers. Users are provided limited in-application storage to upload and store their documents.

(ii) Imagine - An AI image generation interface that allows users to create images from text inputs or text and image inputs. Users have the option of selecting from various AI models from various Third-Party Providers. Users are provided limited in-application storage to upload and store their image inputs and outputs and certain associated metadata.

(d) Changes to scope; no commitment.

(i) We strive to expand our offerings in the future but make no guarantee or commitment to do so. We may, from time to time, in our sole discretion, add new applications or features, remove or restrict existing applications or features, offer new Services, or stop offering certain Services.

(ii) We reserve the right, in our sole discretion, to suspend or discontinue the Services at any time without advance notice to you.

(iii) You acknowledge that your acceptance of the Terms or any payment by you to us in connection with the Terms is not contingent on (x) the continued availability of any particular application or feature or functionality of the Services or (y) the availability of any new application or feature or functionality of the Services notwithstanding any marketing materials published by us or any public comment by us or any of our affiliates or representatives.

2. Access to the Services

(a) Eligibility. To use or access the Services, you must meet each of the following conditions:

(i) you must be at least the age of majority under the laws of the jurisdiction in which you are located, and, in all cases, at least 18 years of age;

(ii) you must have the capacity to enter into binding obligations;

(iii) you must not be located in a Restricted Jurisdiction; “Restricted Jurisdictions” means the European Union, the European Economic Area, and any other jurisdiction as we may specify in the Terms from time to time at our sole discretion;

(iv) you must not be a Sanctioned Person, and you must not access or use the Services on behalf of, or for the benefit of, a Sanctioned Person; “Sanctioned Person” means any individual or entity that is, or is owned or controlled by one or more persons that are (x) the subject or target of any economic or financial sanctions, trade embargoes, or restrictive measures administered, enacted, or enforced by Canada, the United Nations Security Council, the United States, the United Kingdom, or the European Union, (y) identified on any list of sanctioned or restricted persons maintained by any of the foregoing, or (z) located, organized, or resident in a country or territory that is the subject of comprehensive sanctions or embargoes under any such laws or measures;

(v) you must create an account with us (“Account”);

(vi) when registering for an Account, and thereafter on an ongoing basis, the information provided by you to us in connection with your Account must be accurate, current, and complete;

(vii) you must verify your email address through the verification link that we send to you before your Account becomes fully active; and

(viii) you must promptly update your Account information, or notify us using the contact information set out in Section 12(j), if your first name, last name, email address, or any other information associated with your Account changes or is no longer accurate, current, or complete.

(b) Subscription Tiers.

(i) When you first sign up for an Account, you will be assigned to the Casual subscription tier. There is no additional subscription fee associated with the Casual subscription tier. We may offer additional subscription tiers (“Tiers”), each with its associated benefits (including any applicable feature, usage, and storage limits) and subscription fees as specified on your Account page. If we offer additional Tiers to you, you have the option of changing your Tier for a fixed term (as per our offer) by signing up for such Tier and paying, if any, the subscription fee and applicable Taxes (as defined below) (subject to Section 6(e) (Taxes)) associated with that Tier for such term.

(ii) We reserve the right, at any time and in our sole discretion, to add or remove Tiers from our offering, and change the benefits and pricing associated with any offered Tiers. If you have an active subscription to a Tier for a given term, any such changes to the availability, benefits, and pricing associated with that Tier will not take effect for you until the end of such term. We will notify you at least 15 days in advance of any changes to the availability, benefits, or pricing associated with a Tier that you have an active subscription to.

(iii) If, at any point, you have an active subscription to a paid Tier (for the purposes of this provision, the “Previous Tier”) and sign up for a different Tier (for the purposes of this provision, the “New Tier”) and the benefits associated with the New Tier do not include all of the benefits of the Previous Tier, your access to features associated exclusively with the Previous Tier may be reduced, restricted, or revoked upon your subscription to the Previous Tier becoming inactive, in accordance with the features of the New Tier. Without limiting the foregoing, if the New Tier has lower storage limits than the Previous Tier, your ability to store additional User Content or Outputs may be restricted and any User Content or Outputs in excess of the storage limits applicable to the New Tier may be subject to deletion, in each case in accordance with Section 7(e) (Storage of User Content and Outputs).

(i) The Services, including their design, features, functionality, software, text, graphics, logos, and other content provided by us (excluding User Content and Outputs (as such terms are defined below)) are owned by us and are protected by intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable licence (“Limited Licence”) to access and use the Services in accordance with the Terms. Aside from such Limited Licence, the Terms do not grant you any right, title, or interest in and to our Services.

(ii) You agree not to use, without our express prior written consent, our name, logo, or other trademarks in any way that implies our affiliation with you, endorsement of you, or sponsorship of you.

(iii) The Services may include open source software or other third-party software components that are subject to separate licence terms. To the extent required by the applicable licence terms, your use of such components is governed by those licence terms. In the event of a conflict between the Terms and any such licence terms, the applicable licence terms will control solely with respect to the relevant open source or third-party software component and only to the extent of the conflict.

(d) Restriction on use. We reserve the right, at any time and in our sole discretion, to restrict your access to or use of any portion or all of the Services for any reason, including any of the following reasons:

(i) if we reasonably believe that you have breached the Terms or violated applicable law;

(ii) if we are ordered to do so by lawful governmental or public authority;

(iii) if we reasonably believe that your access to or use of the Services has caused or is likely to cause us to be in breach or alleged breach of our contractual obligations to Third-Party Providers or to other users of the Services;

(iv) if we decide to stop offering the Services in the jurisdiction in which you are located;

(v) if we reasonably believe that there is a risk to or attack on any of the Services or that your access to or use of the Services is likely to cause harm or disruption to the Services;

(vi) if we reasonably believe that your Account credentials have been compromised;

(vii) if we decide to conduct scheduled or unscheduled Website maintenance.

3. Acceptance of Offer

(a) Acceptance. By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by the Terms. IF YOU DO NOT AGREE TO THE TERMS, YOU MUST NOT ACCESS OR USE THE SERVICES.

(b) Continued use constitutes acceptance. Your continued access or use of the Services following the posting to the Website of, or notice to you through other means of, any changes to the Terms constitutes your acceptance of those changes. Any updates to the Terms that are posted to the Website shall be accompanied by an appropriate ‘Last Updated’ date.

4. Representations and Warranties

By accepting the Terms pursuant to Section 3, you represent and warrant, on each occasion that you access or use the Services, that each of the following is true:

(a) you are at least 18 years old and are at least at the age of majority under the laws of the jurisdiction in which you are located;

(b) you have the capacity to enter into binding obligations;

(d) you are not a Sanctioned Person, and you are not accessing or using the Services on behalf of, or for the benefit of, a Sanctioned Person;

(e) if you have created an Account, the information associated with your Account is accurate, current, and complete;

(f) if you have purchased credits from us, paid subscription fees to us, or made any other payment to us, the payment credentials provided by you to us are accurate, current, and complete and you are authorized to use such payment credentials in such manner; and

(g) to the extent that you have provided to us User Content, you have the necessary rights, licences, consents, and permissions to submit such User Content to us and to grant the User Content Licence (as defined below) in respect of such User Content.

5. Acceptable Use

You must not access or use the Services for any of the following:

(a) copying, creating a derivative work of, modifying, reverse engineering, decompiling, decoding, or disassembling any part of the Services or attempting to derive or gain access to the source code, object code, or underlying structure of the Services;

(b) distributing, leasing, selling or reselling any part of the Services;

(d) accessing or using the Services through programmatic or automated means (such as a script mimicking human actions, a bot program, or a computer use agent) without our express prior written consent;

(e) attempting to circumvent, disable, or interfere with any features related to content moderation, safety, or security implemented by us or any Third-Party Provider with respect to the Services;

(f) harvesting, crawling, scraping, or extracting data from the Services;

(g) interfering with the Services (including via denial-of-service attacks) or restricting anyone from accessing or using the Services;

(h) doing anything that exposes us to third-party liability, reputational harm, or any other detriment;

(i) creating, uploading, transmitting, or storing content or engaging in any other conduct that:

(i) depicts, solicits, promotes, or facilitates child sexual abuse material (CSAM) or the sexual exploitation of minors in any form;

(ii) is pornographic, sexually explicit, or obscene;

(iii) depicts, promotes, incites, or facilitates violence, terrorism, or hatred against any person, entity, or group;

(iv) harasses, bullies, threatens, intimidates, or stalks any person or entity;

(v) is defamatory or libelous;

(vi) infringes, misappropriates, or violates the intellectual property, privacy, publicity, or other rights of any person or entity;

(vii) constitutes or facilitates the creation of deepfakes or synthetic media depicting real persons without their prior written consent, except for purposes permitted under applicable law such as satire or commentary;

(viii) impersonates any person or entity, falsely states or misrepresents your affiliation with any person or entity, or is fraudulent;

(ix) creates or distributes malware, viruses, any other malicious code, or any malicious prompts (such prompts being intended to bypass measures related to content moderation, safety, or security of AI models or AI systems); or

(x) is designed to generate spam, phishing materials, or other unsolicited communications; or

(j) violating any applicable law, regulation, binding order of a court, tribunal, or government authority, or ordinance in your jurisdiction or in Ontario, Canada.

6. Pricing, Billing, and Payments

(a) Credits for Credit-Consuming Features.

(i) Certain features (the “Credit-Consuming Features”) of the Services, including text generation, image generation, and speech-to-text transcription, are available to users on a per-usage basis in exchange for prepaid credits (“Credits”) in accordance with the pricing (“Usage Pricing”) indicated in the Pricing Schedule attached to the Terms as Schedule A, as applicable. In order to access or use these features, you must first purchase from us Credits from your Account page.

(ii) Usage Pricing for certain Credit-Consuming Features may also be displayed in the user interface of the relevant application on the Website. In the case of any discrepancy between the Usage Pricing displayed in the application user interface and the Usage Pricing indicated in the Pricing Schedule attached to the Terms as Schedule A, the latter shall govern.

(iii) Unless otherwise specified by us, Credits are priced at US$1.00 per $1.00 in Credits, plus any applicable Taxes (subject to Section 6(e) (Taxes)).

(iv) Unless otherwise specified by us, Credits can be used towards any Credit-Consuming Feature. Credits cannot be used towards subscription fees or any other obligation that you have to us. Credits are not legal tender or currency and your Account is not a bank account, digital wallet, stored value account, or other payment device.

(v) We may, at our sole discretion, grant Credits to you for promotional purposes or for any other reason. Such Credits are subject to the same terms as purchased Credits unless otherwise specified by us.

(vi) To the extent permitted by applicable law, unused Credits are non-refundable and non-transferable. However, we will refund to you your unused Credits if (x) we terminate your Account for any reason except where you have breached the Terms or we reasonably believe that you have breached the Terms or (y) we discontinue the Services entirely. No interest shall be payable on any such refunds.

(vii) To the extent permitted by applicable law, unused Credits shall expire one year after the date on which they are purchased by you or otherwise granted to you.

(viii) Upon termination of this Agreement under Section 10(d)(i) based on your breach of the Terms or our reasonable belief that you breached the Terms, and to the extent permitted by applicable law, all unused Credits associated with your Account shall be forfeited without refund.

(ix) Credits shall be consumed at the Usage Pricing in effect at the time of your use, regardless of when such Credits were purchased by you or granted to you.

(x) We reserve the right, at any time and in our sole discretion, to change the Usage Pricing without prior notice to you.

(b) Subscription fees.

(i) If you sign up for a paid Tier for a given term, we will charge you the applicable subscription fee and any applicable Taxes (subject to Section 6(e) (Taxes)) using the payment credentials that you have provided to us. Your subscription for such Tier will be activated for such term, subject to the Terms, only if payment for such subscription fee and any applicable Taxes is successful.

(ii) Unless you have informed us of your desire to cancel or change your subscription at least 24 hours before the last day of the term of your active subscription to a paid Tier, your subscription will automatically renew (subject to full payment) for a fixed term that is equal to the prior term, and we will charge you the subscription fee (as applicable at the time of renewal) and any applicable Taxes (subject to Section 6(e) (Taxes)) using the payment credentials that you have provided to us. If, at the time of such renewal, your payment for subscription fees and any applicable Taxes (subject to Section 6(e) (Taxes)) fails, your subscription will not be renewed and your Account’s Tier will be changed to the Casual Tier. We will attempt to notify you via email if your payment fails, but it is your responsibility to ensure that your payment method remains accurate, current, and complete.

(iii) To the extent permitted by applicable law, all payments for subscription fees and any applicable Taxes are non-refundable. Notwithstanding the foregoing:

(1) we will refund to you the pro-rata portion of your subscription fees and any Taxes (to the extent collected by us subject to Section 6(e) (Taxes)) applicable to the remainder of the term of your active subscription to a paid Tier if, prior to the end of such term, we (x) terminate your Account for any reason except where you have breached the Terms or we reasonably believe that you have breached the Terms or (y) we discontinue the Services entirely; and

(2) if you have an active subscription to a paid Tier (for the purposes of this provision, the “Previous Tier”) for a given term and, prior to the end of such term, sign up for a different paid Tier (for the purposes of this provision, the “New Tier”), we will credit the pro-rata portion of your subscription fees and any Taxes (to the extent collected by us subject to Section 6(e) (Taxes)) applicable to the remainder of the term of your Previous Tier towards the payment of your subscription fees and any applicable Taxes (subject to Section 6(e) (Taxes)) for the New Tier.

(iv) If you cancel your active subscription to a paid Tier for a fixed term before the end of such term, you will continue to have access to the benefits associated with such Tier until the end of such term.

(c) Payment processing. All payments are processed through the Payment Processor. “Payment Processor” means Stripe, Inc. (and any of its subprocessors) or such other payment processor (and any of its subprocessors) as we may designate.

(d) Currency. All prices on the Website are stated in United States dollars (USD).

(e) Taxes. All prices are exclusive of applicable Taxes. To the extent permitted by applicable law, you are solely responsible for any taxes, duties, and other governmental charges (collectively, “Taxes”) payable by you and all of your related reporting obligations in connection with your access to or use of the Services (including, for greater certainty, the purchase of Credits and payment of subscription fees) in the jurisdiction in which you are located, except to the extent that we collect Taxes from you.

7. Privacy Policy; User Data; Outputs

(a) Privacy Policy. We are committed to protecting your privacy. Our Privacy Policy, which is attached to the Terms as Schedule B, describes how we collect, use, process, store, and disclose your information when you access or use the Services and should be considered an integral part of the Terms. By accepting the Terms, you consent to the practices described in the Privacy Policy. IF YOU DO NOT AGREE WITH THE PRIVACY POLICY, YOU MUST NOT ACCESS OR USE THE SERVICES.

(b) Rights in User Content and Outputs.

(i) As between you and us, you own or retain ownership of, as applicable, in each case to the extent permitted by applicable law, the following: (x) any text, images, audio, video, or other data (collectively, “User Content”) that you upload, submit, or transmit to or through the Services to the extent that you owned such User Content prior to such upload, submission, or transmission; and (y) any AI-generated outputs (“Outputs”) of the Services that are generated under your Account, and we assign to you all of our right, title, and interest, if any, in the Outputs subject to your compliance with the Terms.

(ii) Notwithstanding Section 7(b)(i), Outputs may not be unique and may be similar or identical to outputs generated by other users or by third parties from the same or similar inputs. Outputs may also incorporate, resemble, or be based on material that is subject to copyright, trademark, rights of publicity, privacy rights, moral rights, or other proprietary or personal rights of third parties. Except for the assignment in Section 7(b)(i), nothing in the Terms grants you any right, title, or interest in or to any third-party content or third-party rights that may subsist in any Output.

(c) User Content Licence. By submitting User Content, you grant us and, solely to the extent necessary for them to perform services on our behalf, the Third-Party Providers (and their respective subcontractors and subprocessors) a worldwide, non-exclusive, royalty-free, sublicensable, and transferable licence (“User Content Licence”) to host, reproduce, transmit, process, store, display, and otherwise use your User Content solely for the purposes of operating, maintaining, securing, moderating, troubleshooting, providing, and improving the Services, performing internal analytics, complying with applicable law, and enforcing the Terms. This licence continues only for so long as reasonably necessary for the foregoing purposes, even after you delete any User Content from your Account or terminate your Account.

(d) Moderation of your data. We may remove any User Content, Outputs, or any associated metadata that does not otherwise constitute User Content or Outputs if we determine that such User Content, Outputs, or metadata (i) may violate any person or entity’s intellectual property rights, (ii) violate(s) the Terms, or (iii) has caused or is likely to cause us to be in breach or alleged breach of our contractual obligations to Third-Party Providers or to other users of the Services. For greater certainty, except as required by applicable law, nothing in the Terms creates an obligation upon us to moderate, review, screen, modify, remove, or report any of your User Content or Outputs.

(e) Storage of User Content and Outputs.

(i) Without limiting the foregoing, we may modify or remove your stored Outputs and any associated metadata that does not otherwise constitute Outputs to the extent reasonably necessary to comply with our obligations to Third-Party Providers, including obligations relating to the duration for which certain Outputs may be stored.

(ii) If you exceed the storage limits applicable to your Account’s Tier, we may restrict your ability to use the Services, including your ability to upload, generate, or store additional User Content and Outputs, as applicable. We may, after providing you with advance notice, remove User Content, Outputs, or any associated metadata that does not otherwise constitute User Content or Outputs to the extent that it exceeds the storage limits applicable to your Account’s Tier. You acknowledge that you are solely responsible for maintaining backup copies of any User Content and Outputs.

8. Indemnification

(a) Agreement to indemnify. You agree to indemnify, defend, and hold harmless us and our proprietors, agents, successors, and assigns from and against any and all liabilities, damages, losses, costs, and expenses (including attorneys’ fees) payable to a third party arising out of a claim (“Third-Party Claim”) related to any of the following:

(i) your User Content;

(ii) your access to or use of the Services;

(iii) your breach or alleged breach of the Terms;

(iv) your or any of your employees’ or agents’ violation of any rights of any third party or applicable law.

(b) Agreement to cooperate. We reserve the right, at our own expense, to engage separate counsel and participate in or assume the exclusive defense and control of any matter otherwise subject to indemnification by you under the Terms, in which event you agree to cooperate with our defense of such Third-Party Claim.

(c) Consent to settlement. You may not enter any settlement or compromise of any such Third-Party Claim without our prior written consent, except that you may, without our consent, enter any settlement of a claim that resolves the claim without liability to us, impairment to our rights, or requiring us to make any admission of liability.

9. Disclaimers; Limitation of Liability

(a) User responsible for account credentials and activity. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activity occurring under your Account. You agree to notify us immediately of any unauthorized use of your Account. YOU AGREE TO NOT HOLD US LIABLE FOR ANY LOSS ARISING FROM YOUR FAILURE TO PROTECT YOUR ACCOUNT CREDENTIALS.

(b) Reliance on Services and Outputs.

(i) YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. WE DO NOT REPRESENT OR WARRANT THAT THE SERVICES HAVE BEEN, ARE, OR WILL BE RELIABLE, UNINTERRUPTED, SECURE, OR ERROR-FREE.

(ii) YOUR USE OF THE OUTPUTS IS AT YOUR OWN RISK. THE OUTPUTS MAY BE INACCURATE, INCOMPLETE, BIASED, OR OTHERWISE FLAWED. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING AND VERIFYING ANY OUTPUT BEFORE RELYING ON IT. WE DO NOT REPRESENT OR WARRANT THAT ANY OUTPUT WILL BE ORIGINAL, NON-INFRINGING, AVAILABLE FOR YOUR EXCLUSIVE USE, OR FREE OF CLAIMS BY THIRD PARTIES OR OTHER USERS. YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, CLEARING, AND USING OUTPUTS IN COMPLIANCE WITH APPLICABLE LAW AND ANY THIRD-PARTY RIGHTS, INCLUDING OBTAINING ANY LICENCES, CONSENTS, PERMISSIONS, OR OTHER RIGHTS REQUIRED FOR YOUR INTENDED USE OF ANY OUTPUT.

(iii) NEITHER THE SERVICES NOR THE OUTPUTS CONSTITUTE PROFESSIONAL ADVICE OF ANY KIND, INCLUDING LEGAL, FINANCIAL, MEDICAL, TAX, ACCOUNTING, OR INVESTMENT ADVICE. YOU SHOULD NOT RELY ON ANY OUTPUT AS A SUBSTITUTE FOR CONSULTATION WITH QUALIFIED PROFESSIONALS. NO USE OF THE SERVICES OR THE OUTPUTS CREATES ANY PROFESSIONAL-CLIENT RELATIONSHIP, INCLUDING SOLICITOR-CLIENT RELATIONSHIP OR ATTORNEY-CLIENT RELATIONSHIP, BETWEEN YOU AND US.

(iv) USAGE DATA AND CREDITS BALANCE DATA ARE PROVIDED ON A BEST-EFFORTS BASIS. WE DO NOT REPRESENT OR WARRANT THAT SUCH USAGE DATA, CREDITS BALANCE DATA, OR THE METHODS USED TO CALCULATE USAGE DATA OR CREDITS BALANCE DATA WILL BE ERROR-FREE. YOU ARE RESPONSIBLE FOR REVIEWING YOUR USAGE DATA AND CREDITS BALANCE AND FOR PROMPTLY NOTIFYING US OF ANY SUSPECTED ERROR.

(c) Disclaimer of warranties and conditions. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR COLLATERAL, INCLUDING ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, DURABILITY, COMPATIBILITY, TITLE, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, CURRENCY, TIMELINESS, INTEGRATION, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE, AND NON-INFRINGEMENT AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THIRD-PARTY COMMUNICATIONS AND ANY THIRD-PARTY MATERIALS, WEBSITES, OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH THE SERVICES.

(d) Limitation on indirect liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF WE KNEW OR OUGHT TO HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

(e) Liability cap. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE SERVICES SHALL NOT EXCEEED THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) AND (B) 125% OF THE TOTAL AMOUNTS THAT YOU HAVE PAID TO US IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR GREATER CERTAINTY, THE EXISTENCE OF ONE OR MORE CLAIMS UNDER THE TERMS SHALL NOT INCREASE THIS TOTAL LIABILITY AMOUNT. THIS PROVISION IS ESSENTIAL TO THE TERMS AND WE WOULD NOT OFFER THE SERVICES TO YOU UNDER THESE TERMS WITHOUT THESE LIMITATIONS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

(f) Force Majeure. YOU AGREE TO NOT HOLD US LIABLE FOR ANY FAILURE OR DELAY IN PERFORMING OUR OBLIGATIONS UNDER THE TERMS DUE TO CIRCUMSTANCES BEYOND OUR REASONABLE CONTROL, INCLUDING ACTS OF GOD, PANDEMICS, NATURAL DISASTERS, RIOTS, CIVIL UNREST, WAR, TERRORISM, LABOUR DISPUTES, GOVERNMENT ACTIONS, INTERNET OR TELECOMMUNICATIONS FAILURES OR OUTAGES, OR DISRUPTIONS TO SERVICES CAUSED BY THE NON-PERFORMANCE, ERROR, OR OMISSION OF A THIRD-PARTY PROVIDER.

(g) Liability that cannot be limited or excluded. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS.

10. Termination

(a) Effect of termination. Upon deletion or termination of your Account:

(i) this Agreement shall terminate, subject to any terms that survive such termination pursuant to Section 10(e) (Survival upon termination);

(ii) we may delete any and all data associated with your Account;

(iii) you may lose access to your stored User Content;

(iv) subject to Section 6(a)(vi), any of your unused Credits shall be forfeited without refund; and

(v) we may retain certain of your data in accordance with our Privacy Policy.

(b) Termination by you. You may terminate your Account at any time from your Account page or by contacting us regarding such request at the email address provided below.

(c) Termination by us for inactivity. We may terminate your Account if it has not been used by you for more than a year. We will provide you advance notice to take remedial action before terminating your Account for inactivity.

(d) Termination by us for other reasons. We reserve the right, at any time and in our sole discretion, to deactivate, suspend, or terminate your Account for any reason, including any of the following reasons:

(i) if we reasonably believe that you have breached the Terms or violated applicable law;

(ii) if we are ordered to do so by lawful governmental or public authority;

(iv) if we decide to stop offering the Services in the jurisdiction in which you are located;

(v) if we reasonably believe that there is a risk to or attack on any of the Services or that your access to or use of the Services is likely to cause harm or disruption to the Services.

(e) Survival upon termination. Upon any termination or expiration of this Agreement, (i) all rights, remedies, obligations, and liabilities of the Parties that accrued before the effective time of such termination or expiration shall survive, and (ii) the following provisions shall survive such termination or expiration: Section 6 (Pricing; Billing; Payments), solely with respect to any amounts accrued or owing and any rights or obligations arising from payments made or due before termination; Section 7 (Privacy Policy; User Data; Outputs), including Schedule B (Privacy Policy) and Schedule C (Cookies Policy), to the extent applicable to retained information, continuing licences, moderation, storage, deletion, use, processing, or disclosure of User Content, Outputs, or other information after termination; Section 8 (Indemnification); Section 9 (Disclaimers; Limitation of Liability); Section 10(a) (Effect of termination) and Section 10(e) (Survival upon termination); Section 11 (Dispute Resolution); Section 12(b) through 12(j) (Miscellaneous); and any other provision that by its nature is intended to survive termination or expiration.

11. Dispute Resolution

(a) Governing law. The Terms and any dispute arising out of or relating to the Terms or the Services shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles. To the fullest extent permitted by applicable law, you agree not to assert any claim against us that is governed by the laws of any jurisdiction other than the Province of Ontario and the federal laws of Canada applicable therein.

(b) Binding arbitration.

(i) ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR RELATING TO THE TERMS OR THE SERVICES, INCLUDING THE FORMATION, INTERPRETATION, BREACH, OR TERMINATION THEREOF, SHALL BE RESOLVED BY ARBITRATION ADMINISTERED BY THE ADR INSTITUTE OF CANADA, INC. OR ITS SUCCESSOR IN ACCORDANCE WITH ITS ARBITRATION RULES IN EFFECT AT THE TIME OF THE DISPUTE. If the ADR Institute of Canada, Inc. and its successor are unavailable, and the Parties do not agree on an alternative arbitral forum within fifteen (15) days, the dispute shall be resolved by a single arbitrator appointed in accordance with the Arbitration Act, 1991 (Ontario).

(ii) The arbitration will be conducted by teleconference or videoconference, if possible; if the arbitrator determines that a hearing should be conducted in person, the location of such hearing shall be in the City of Toronto (Ontario).

(iii) The arbitrator’s decision shall be final and binding, and judgement on the award may be entered in any court of competent jurisdiction.

(iv) If a Party’s claim is determined to be frivolous, the Party that initiated the frivolous claim shall be responsible for reimbursing the other Party for all administrative, hearing, and other fees incurred as a result of the frivolous claim.

(v) All aspects of the arbitration proceeding, including any ruling, decision, or award by the arbitrator, shall be kept strictly confidential by and for the benefit of all Parties.

(c) Small claims court matters. Notwithstanding Section 11(b) (Binding arbitration), either Party may bring a claim in the Small Claims Court of the applicable jurisdiction in the Province of Ontario for disputes within such court’s jurisdictional limits.

(d) Equitable relief. Notwithstanding Section 11(b) (Binding arbitration), either Party may bring a claim for equitable relief in a court of competent jurisdiction to stop unauthorized use or abuse of the Services or infringement of intellectual property. You agree that (x) no adequate remedy exists at law if you breach Section 5 (Acceptable Use), (y) it would be difficult to determine the damages resulting from such breach, and any such breach would cause irreparable harm, and (z) a grant of injunctive relief provides the best remedy for such breach. You waive any opposition to such injunctive relief, as well as any demand that we prove actual damage or post a bond or other security in connection with such injunctive relief.

(e) Waiver of class proceedings. WITH RESPECT TO CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE SERVICES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES IRREVOCABLY WAIVE THE RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR OTHER PROCEEDING OF ANY KIND THAT IS ON A CLASS, CONSOLIDATED, OR REPRESENTATIVE BASIS AND NOT ON AN INDIVIDUAL BASIS. THE FOREGOING SHALL NOT PREVENT EITHER PARTY FROM PARTICIPATING IN A CLASS-WIDE SETTLEMENT OF CLAIMS.

(f) Waiver of jury trials. IF, FOR ANY REASON, A CLAIM ARISING OUT OF OR RELATING TO THE TERMS OR SERVICES PROCEEDS IN COURT, THE PARTIES IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY.

(g) Informal resolution. Before a Party initiates any formal dispute resolution proceeding, such Party (the “Initiating Party”) shall first contact the other Party via email (the “Email Notice”) to make a reasonable and good faith attempt at resolving the dispute informally. The Initiating Party may initiate a formal dispute resolution proceeding only if the Parties have not informally resolved the dispute between the Parties within 60 days of delivery of the Email Notice (such period being the “Informal Resolution Period”). To the extent permitted by applicable law, any applicable statute of limitations shall be tolled during this Informal Resolution Period.

12. Miscellaneous

(a) Amendments. We reserve the right, in our sole discretion, to modify the Terms from time to time. Any modification will become effective when posted on the Website or otherwise made available to you through the Services, unless a later effective date is specified. Any modification will apply only prospectively from its effective date.

(b) Construction.

(i) The headings of the Sections and other subdivisions of the Terms are for convenience only and do not affect the construction of the Terms.

(ii) References in the Terms to “includes”, “including”, “including but not limited to”, “including without limitation”, and words or phrases of similar import have the same meaning and the words “include(s)” and “including” shall not be deemed to be terms of limitation but rather be deemed to be followed by the words “without limitation”.

(iii) Unless the context requires otherwise, defined terms stated in the singular include the plural, and defined terms stated in the plural include the singular.

(iv) If an ambiguity exists in the Terms, or in a specific provision, neither the Terms nor the provision shall be construed against the Party who drafted the Terms or provision.

(c) Severability. If any provision (the “Impugned Provision”) of the Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect and the Parties shall negotiate in good faith to modify the Impugned Provision to the minimum extent necessary to make it valid and enforceable while preserving the Parties’ original intent.

(d) No waiver. Our failure or delay in exercising any right, remedy, power, or privilege under the Terms does not operate as a waiver of that or any other right, remedy, power, or privilege. Any single or partial exercise of any right, remedy, power, or privilege does not preclude any other or further exercise of that or any other right, remedy, power, or privilege. Any waiver by us in any instance or circumstance is limited to that specific instance or circumstance and does not constitute a waiver of any prior, concurrent, or subsequent breach.

(e) Entire agreement. The Terms, together with the Schedules attached to the Terms, constitute the entire agreement between you and us regarding the Services and supersede all prior agreements and understandings, whether written or verbal.

(f) Successors and assigns. This Agreement shall be binding upon the Parties and their respective successors and permitted assigns.

(g) Assignment. You may not assign or transfer any of your rights or obligations under the Terms without our prior written consent. We may assign any of our rights or obligations under the Terms without restriction. Any attempted assignment or transfer in violation of this Section shall be null and void.

(h) Communications.

(i) You consent to us communicating with you about the Services via the email address associated with your Account. You are solely responsible for ensuring that such email address remains valid and accessible to you, and you acknowledge that you may lose access to your Account if you lose access to that email address.

(ii) You agree that the Terms, any notices posted on the Website, any disclosure provided in the Website user interface, or any communications that we send to you via email satisfy any legal requirement that such communications be in writing.

(iii) We welcome your feedback regarding technical, security, or performance issues relating to the Services. We may use such feedback without restriction to improve the Services without any compensation or other obligation to you.

(i) English language. It is the express wish of the Parties that the Terms and all related documents and notices be drawn up in English. Les Parties souhaitent expressément que les modalités et tous les documents et avis connexes soient rédigés en anglais.

(j) Contact information. You may contact us via email at [email protected].

Schedule A: Pricing Schedule

The pricing information below reflects Casual tier pricing. Unless otherwise indicated below, users with a Premium subscription receive 25% off and users with a Professional subscription receive 50% off.

Pricing information may be quoted on a tokens basis, per-image basis, per-request basis, or some other basis. A “token” is a unit of measurement for input and output data. For English-language text, one word is approximately 4 tokens. One image is approximately 1,000 tokens. One PDF page is approximately 500 tokens. One second of audio is approximately 30 tokens. One second of video is approximately 250 tokens. We rely on third-party model providers to calculate tokens; each model provider may calculate tokens differently.

1. Text generation models

Model	Price
OpenAI GPT-5.4	Input: 5.00 (<=272k) / 10.00 (>272k) (cents per 10,000 tokens) Output: 30.00 (<=272k) / 45.00 (>272k) (cents per 10,000 tokens)
OpenAI GPT-5.4 Pro	Input: 60.00 (<=272k) / 120.00 (>272k) (cents per 10,000 tokens) Output: 360.00 (<=272k) / 540.00 (>272k) (cents per 10,000 tokens)
OpenAI GPT-5.2	Input: 3.50 (cents per 10,000 tokens) Output: 28.00 (cents per 10,000 tokens)
OpenAI GPT-5.2 Pro	Input: 42.00 (cents per 10,000 tokens) Output: 336.00 (cents per 10,000 tokens)
OpenAI GPT-5	Input: 2.50 (cents per 10,000 tokens) Output: 20.00 (cents per 10,000 tokens)
OpenAI GPT-5 Mini	Input: 0.50 (cents per 10,000 tokens) Output: 4.00 (cents per 10,000 tokens)
OpenAI GPT-5 Nano	Input: 0.10 (cents per 10,000 tokens) Output: 0.80 (cents per 10,000 tokens)
OpenAI o3 Deep Research	Input: 20.00 (cents per 10,000 tokens) Output: 80.00 (cents per 10,000 tokens)
OpenAI o3 Pro	Input: 40.00 (cents per 10,000 tokens) Output: 160.00 (cents per 10,000 tokens)
OpenAI o3	Input: 4.00 (cents per 10,000 tokens) Output: 16.00 (cents per 10,000 tokens)
OpenAI o4 Mini Deep Research	Input: 4.00 (cents per 10,000 tokens) Output: 16.00 (cents per 10,000 tokens)
OpenAI o4 Mini	Input: 2.20 (cents per 10,000 tokens) Output: 8.80 (cents per 10,000 tokens)
OpenAI GPT-4.1	Input: 4.00 (cents per 10,000 tokens) Output: 16.00 (cents per 10,000 tokens)
OpenAI GPT-4.1 Mini	Input: 0.80 (cents per 10,000 tokens) Output: 3.20 (cents per 10,000 tokens)
OpenAI GPT-4.1 Nano	Input: 0.20 (cents per 10,000 tokens) Output: 0.80 (cents per 10,000 tokens)
OpenAI GPT-4o	Input: 5.00 (cents per 10,000 tokens) Output: 20.00 (cents per 10,000 tokens)
OpenAI GPT-4o Mini	Input: 0.30 (cents per 10,000 tokens) Output: 1.20 (cents per 10,000 tokens)
Anthropic Claude Opus 4.6	Input: 10.00 (cents per 10,000 tokens) Output: 50.00 (cents per 10,000 tokens)
Anthropic Claude Sonnet 4.6	Input: 6.00 (cents per 10,000 tokens) Output: 30.00 (cents per 10,000 tokens)
Anthropic Claude Opus 4.5	Input: 10.00 (cents per 10,000 tokens) Output: 50.00 (cents per 10,000 tokens)
Anthropic Claude Sonnet 4.5	Input: 6.00 (cents per 10,000 tokens) Output: 30.00 (cents per 10,000 tokens)
Anthropic Claude Haiku 4.5	Input: 2.00 (cents per 10,000 tokens) Output: 10.00 (cents per 10,000 tokens)
Anthropic Claude Opus 4.1	Input: 30.00 (cents per 10,000 tokens) Output: 150.00 (cents per 10,000 tokens)
Google Gemini 3.1 Pro Preview	Input: 4.00 (<=200k) / 8.00 (>200k) (cents per 10,000 tokens) Output: 24.00 (<=200k) / 36.00 (>200k) (cents per 10,000 tokens)
Google Gemini 3.5 Flash	Input: 3.00 (cents per 10,000 tokens) Output: 18.00 (cents per 10,000 tokens)
Google Gemini 3 Flash Preview	Input: 1.00 (text/image/video) / 2.00 (audio) (cents per 10,000 tokens) Output: 6.00 (cents per 10,000 tokens)
Google Gemini 3.1 Flash Lite	Input: 0.50 (text/image/video) / 1.00 (audio) (cents per 10,000 tokens) Output: 3.00 (cents per 10,000 tokens)
Google Gemini 2.5 Pro	Input: 2.50 (<=200k) / 5.00 (>200k) (cents per 10,000 tokens) Output: 20.00 (<=200k) / 30.00 (>200k) (cents per 10,000 tokens)
Google Gemini 2.5 Flash	Input: 0.60 (text/image/video) / 2.00 (audio) (cents per 10,000 tokens) Output: 5.00 (cents per 10,000 tokens)
Google Gemini 2.5 Flash Lite	Input: 0.20 (text/image/video) / 0.60 (audio) (cents per 10,000 tokens) Output: 0.80 (cents per 10,000 tokens)
OpenRouter OpenAI GPT-5.1	Input: 2.50 (cents per 10,000 tokens) Output: 20.00 (cents per 10,000 tokens)
OpenRouter Google Gemini 3.1 Pro Preview	Input: 8.00 (cents per 10,000 tokens) Output: 36.00 (cents per 10,000 tokens)
OpenRouter Claude Sonnet 4.6	Input: 7.50 (cents per 10,000 tokens) Output: 30.00 (cents per 10,000 tokens)
OpenRouter Moonshot AI Kimi K2.5	Input: 1.20 (cents per 10,000 tokens) Output: 6.00 (cents per 10,000 tokens)

2. Speech-to-text transcription model

Voice input uses the following speech-to-text transcription model.

Model	Price
Google Gemini 3 Flash Preview	Input: 1.00 (text/image/video) / 2.00 (audio) (cents per 10,000 tokens) Output: 6.00 (cents per 10,000 tokens)

3. Web search

[NTD: TO BE POPULATED]

1. Image generation models

Model	Price
OpenAI GPT Image 1.5	Token-based (cents per 10,000 tokens): 10.00 (text input) / 16.00 (image input) / 64.00 (image output) Per-image estimate (cents per image): - 1024x1024: 1.80 (low) / 6.80 (medium) / 26.60 (high) - 1024x1536: 2.60 (low) / 10.00 (medium) / 40.00 (high) - 1536x1024: 2.60 (low) / 10.00 (medium) / 40.00 (high)
OpenAI GPT Image 1	Token-based (cents per 10,000 tokens): 10.00 (text input) / 20.00 (image input) / 80.00 (image output) Per-image estimate (cents per image): - 1024x1024: 2.20 (low) / 8.40 (medium) / 33.40 (high) - 1024x1536: 3.20 (low) / 12.60 (medium) / 50.00 (high) - 1536x1024: 3.20 (low) / 12.60 (medium) / 50.00 (high)
OpenAI GPT Image 1 Mini	Token-based (cents per 10,000 tokens): 4.00 (text input) / 5.00 (image input) / 16.00 (image output) Per-image estimate (cents per image): - 1024x1024: 1.00 (low) / 2.20 (medium) / 7.20 (high) - 1024x1536: 1.20 (low) / 3.00 (medium) / 10.40 (high) - 1536x1024: 1.20 (low) / 3.00 (medium) / 10.40 (high)
Google Gemini 3 Pro Image (Nano Banana Pro)	Token-based (cents per 10,000 tokens): 4.00 (text input) / 4.00 (image input) / 24.00 (text output) / 240.00 (image output) Per-image estimate (cents per image): 26.80 (1K) / 26.80 (2K) / 48.00 (4K)
Google Gemini 2.5 Flash Image (Nano Banana)	Token-based (cents per 10,000 tokens): 0.60 (input) / 60.00 (output) Per-image estimate (cents per image): 7.80
Google Imagen 4	8.00 (cents per image)
Google Imagen 4 Ultra	12.00 (cents per image)
Google Imagen 4 Fast	4.00 (cents per image)

2. Speech-to-text transcription model

Voice input uses the following speech-to-text transcription model.

Model	Price
Google Gemini 3 Flash Preview	Input: 1.00 (text/image/video) / 2.00 (audio) (cents per 10,000 tokens) Output: 6.00 (cents per 10,000 tokens)

Schedule B: Privacy Policy

1. Information we collect

(a) Account-related information. When you create an Account, we collect your first name, last name, email address, and password.

(b) Usage-related information. When you access or use the Services, we may collect dates and times of your access or use, webpages related to the Services that you visit, error logs, your User Content, and other information regarding your access or use of the Services.

(c) Payment-related information. When you make a payment to us related to the Services, your payment information is collected and processed by the Payment Processor. We may receive limited information from the Payment Processor, such as the last four digits of your payment card and transaction confirmations. We do not receive or store your full payment credentials.

(d) Communications. We collect any reports of technical, security, or performance issues or other feedback that you submit to us via the Website user interface, email, or a social media channel and attribute such reports or feedback to your name in our systems.

(e) Other information. When you access or use the Services, we automatically receive certain information, subject to your device or browser permissions, which may include the following:

(i) Device and browser information — such as your device type, operating system, browser type and version, screen resolution, preferred language, and time zone;

(ii) Network and connection information — such as your internet protocol address, internet service provider, mobile carrier, network type, and connection speed or status;

(iii) Usage and interaction information — such as the webpages that you view, the features that you use, the links or buttons that you click on, the date and time of your activity, and the referring and exit URLs;

(iv) Log, diagnostic, and performance information — such as server logs, error reports, crash data, latency measures, load times, and other technical data used to monitor, troubleshoot, and improve the Services;

(v) Location information — such as location inferred from your internet protocol address or network information, and, where you permit it through your device or browser, more precise geolocation data;

(vi) Cookie and similar technology information — such as cookie identifiers, local storage data, pixels, and information about your preferences, settings, and recognition of your browser or device across sessions. For more information about our Cookies Policy, please refer to Schedule C of the Terms.

(f) Information collected from minors. The Services are not directed to, or intended for, minors. We do not knowingly collect personal information from minors. If you become aware that a minor has provided any personal information to us while using the Services, please contact us. We will investigate the matter and, if appropriate, delete such personal information from our systems.

2. How we use your information

(a) We use the information that we collect from you for the following purposes:

(i) to provide, operate, and maintain the Services, including creating and administering your Account, facilitating payments, processing your requests, administering your Tier and Credits, facilitating the generation of Outputs, and facilitating the storage of Outputs and User Content;

(ii) to communicate with you, including (x) responding to your questions or requests, (y) sending transactional emails, such as email verification links, password reset links, payment confirmations, receipts, notifications regarding your Account, and service announcements and (z) sending marketing emails about new features, products, and promotions, but only if you have opted in to receive marketing emails and which you may opt out of at any time;

(iii) to develop and improve the Services by, among other things, analyzing how users interact with the Services;

(iv) to investigate and resolve security issues or other technical issues;

(v) to detect, deter, and address abuse of the Services;

(vi) to enforce the Terms;

(vii) to investigate and resolve disputes; and

(viii) to comply with our legal obligations and respond to lawful requests from governmental authorities.

(b) We do not use your information to train AI models and we make reasonable efforts to avoid using Third-Party Providers that we know train AI models using customer data.

3. How we share your information

(a) Affiliates. We may share your information with an Affiliate. “Affiliate” means any entity that controls, is controlled by, or is under common control with us. Affiliates may use your information in a manner consistent with this Privacy Policy.

(b) Third-Party Providers. We may share your information with various Third-Party Providers, who perform services on our behalf, including services relating to cloud hosting, cloud storage, content moderation, AI model inference, payment processing, and analytics. The processing of your data by Third-Party Providers is subject to their respective terms of use and privacy policies.

(c) Governmental or regulatory authorities. We may share your information with governmental or regulatory authorities for any of the following reasons:

(i) if we reasonably believe that such disclosure is required under applicable law, such as for tax purposes;

(ii) in response to a lawful request from a governmental or regulatory authority;

(iii) if we reasonably believe that you have engaged in criminal conduct under applicable law.

(d) Third parties. We may share your information with third parties for any of the following reasons:

(i) in connection with disputes, fraud-prevention, or abuse deterrence relating to the Services or the enforcement of the Terms, to the extent permitted by applicable law;

(ii) if we are involved in a bankruptcy, insolvency, receivership, merger, amalgamation, or other transaction involving the transfer of business assets to the extent that your information relates to such business assets, which, for greater certainty, includes any negotiations or due diligence in respect of the foregoing.

(e) With your consent. We may share your information for other purposes with your consent, which may be given expressly or implied, depending on the circumstances and the sensitivity of the information involved. You may withdraw consent at any time, subject to legal or contractual restrictions and reasonable notice.

(f) Third-party websites and services. The Services may contain links to, or integrations with, websites, applications, or services operated by third parties, including social media services. If you follow any such link or interact with any such third-party website, application, or service, any information that you provide or that is collected in connection with your visit or use may be collected directly by the applicable third party and would be governed by that third party’s terms of service and privacy policy, not this Privacy Policy. We do not control, review, or assume responsibility for the privacy practices, content, or security of any third-party website, application, or service, and a link to any such third party does not imply our endorsement of it.

4. How your information is processed and stored

(a) Your information is transferred to, processed, and stored in Canada and may be transferred to, processed, and stored in another jurisdiction outside Canada, including jurisdictions where laws regarding the protection of personal information may be less stringent than the laws applicable in Canada or the laws of the jurisdiction in which you are located.

5. How long your information is retained

(a) We retain your information for a period (the “Retention Period”) that is the greater of the following:

(i) to the extent that your information consists of your User Content or Outputs, until you delete such information from your Account;

(ii) as long as is reasonably necessary for us to (x) provide you the Services, (y) address a breach or suspected breach of the Terms, or (z) assist us with the resolution of actual or potential disputes;

(iii) to the extent that your information consists of transaction and financial records, such as records of your purchases, subscription payments, and usage of Credit-Consuming Features for tax purposes for a period of seven (7) years following the relevant transaction; and

(iv) as long as is required under applicable law.

(b) We may convert your information into an anonymous form and retain it after the Retention Period for the purposes of analyzing how users interact with the Services and improving the Services.

6. Security measures we take to protect your information

(a) We implement commercially reasonable administrative, technical, and physical safeguards designed to protect your information from loss or unauthorized access, use, disclosure, alteration or destruction. However, no method of transmission over the internet or method of electronic storage is completely secure or error-free. While we strive to protect your information, we cannot guarantee its absolute security.

Schedule C: Cookies Policy

1. A cookie is data that is sent to your browser and stored on your device when you visit a website to allow the website to recognize your device and remember certain information about your visit. We use cookies and similar technologies (collectively, “Cookies”) for the purposes described below.

2. We may use first-party or third-party Cookies. First-party Cookies are Cookies that are set directly by us. Third-party Cookies are Cookies that originate from a different domain than the one that you are visiting.

3. We may use session-based or persistent Cookies. Session-based cookies expire once you close your web browser while persistent Cookies stay on your computer until you delete them.

4. We may use Essential Cookies or Non-Essential Cookies. “Essential Cookies” are Cookies which we use to enable core functionalities of the Services, such as authentication and security, and to remember your preferences. “Non-Essential Cookies” are Cookies that we use to (a) enable certain optional functionalities, (b) collect information about how you access or use the Services, such as webpages visited and features used, and (c) help us market the Services more effectively to users that we believe may be interested in using the Services.

5. Your web browser may allow you control over Cookies, such as which Cookies are stored on your device and for how long such Cookies are stored. Please note that, if you disable Cookies, some or all features of the Services may stop functioning.

6. We currently do not support the Do Not Track browser setting or respond to Do Not Track signals.