TERMS OF BUSINESS

Version Date: 01/05/2024

Thank You for using the Pristina.ai platform (the “Services”). The Services may include the provision by us to you of a downloadable plug-in which shall be deemed part of the Services. These terms (“Terms”) explain what rights You have with respect to images and other assets which You might generate by means of the Service, (the “Assets”) or prompts You might enter into the Service (“Inputs”), and your use of the Services. Please read it carefully. Our privacy policy [here[a]], outlines how we handle your data (“Privacy Policy”) that You provide to us on registration of your account with us (“Registration”).

These Terms are entered into by Pristina.ai[b]. and the entity or person agreeing to these terms (the "Customer," “You” or “Your”) and govern the Customer's access to and use of the Services. If You represent an entity, You warrant and represent that You are an authorised representative of the entity stated in Registration and that You have the power and authority to bind them to these Terms. You further warrant and represent that all information provided as part of the registration is true and accurate to the best of your knowledge.

If You represent an entity, then the entity shall be considered the “Customer” and You shall be deemed an “End User” for the purposes of these Terms.

These Terms are effective from the date on which Registration is complete (the "Effective Date"). These terms may be updated in our sole discretion and presented again to the Customer from time to time. Continued use of the Services constitutes acceptance of the updated terms. If You do not agree to these Terms, please stop using the Services.

1. Licence

1. 1. From the Effective Date, in consideration of the fees paid by You to Pristina.ai in accordance with clause 6, Pristina.ai grants to the Customer a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence for the Customer and/or an End User to use the Services for the Customer’s own business purposes and subject to any restrictions and limitations set out herein.
   2. Pristina.ai may at any time sub-license, assign, novate, charge or deal in any other manner with any or all of its rights and obligations under this licence, provided it gives written notice to the Customer.
   3. These Terms and the relationship established hereunder is non-exclusive. Pristina.ai is free to offer services that are the same or substantially similar to the Services to other organizations (including, without limitation, competitors of the Customer). The Services have not been developed to meet the Customer’s individual requirements.

2. Service Availability and Quality

2. 1. We are constantly improving the Services to make them better. The Services are subject to modification and change, including but not limited to the art style of Assets, the algorithms used to generate the Assets, and features available to the Customer. No guarantees, warranties or representations are made with respect to the Services’ quality, stability, uptime or reliability. Please do not create any dependencies on any attributes of the Services or the Assets. We will not be liable to You or Your downstream customers for any harm caused by Your dependency on the Service.
   2. Both the Services and the Assets are provided to Customer on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Assets and assume any risks associated with use of the Services.
   3. Pristina.ai reserves the right to suspend or ban Your access to the Services at any time, and for any reason. You may not use the Services for purposes of developing or offering competitive products or services. You may not reverse engineer the Services or the Assets. You may not use automated tools to access, interact with, or generate Assets through the Services. You may not resell or redistribute the Services or access to the Service. Only one user may use the Services per registered account. Each user of the Services may only have one account.
   4. You may not use the Service to try to violate the intellectual property rights of others, including copyright, patent, or trademark rights. Doing so may subject You to penalties including legal action or a permanent ban from the Service.
   5. We reserve the right to investigate complaints or reported violations of our Terms of Service and to take any action we deem appropriate including but not limited to reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, posted materials, IP addresses and traffic information.

3. Age Requirements

3. 1. By accessing the Services, You confirm that You meet the minimum age of digital consent in Your country. If You are old enough to access the Services in Your country, but not old enough to have authority to consent to our terms, Your parent or guardian must agree to our terms on Your behalf.
   2. Please ask Your parent or guardian to read these terms with You. If You are a parent or legal guardian, and You allow Your teenager to use the Services, then these terms also apply to You and You are responsible for Your teenager’s activity on the Services.
   3. Pristina.ai tries to make its Services family friendly, but the Assets are generated by an artificial intelligence system based on user queries. This is new technology and it does not always work as expected. No guarantees are made as to the suitability of the Assets for the Customer.

4. Rights to Content/Assets

4. 1. Your Content. You may provide input to the Services (“Input”) and receive output from the Services based on that input (such as the Assets) (“Output”). Input and Output are collectively “Content.” You are responsible for Content, including ensuring that it does not violate any applicable law or these Terms. You represent and warrant that You have all rights, licenses, and permissions needed to provide Input to our Services.
   2. Ownership of Content. As between You and Pristina.ai, and to the extent permitted by applicable law, You (a) retain your ownership rights in Input and (b) own the Output. We hereby assign to You all our right, title, and interest, if any, in and to Output.
   3. Similarity of Content. Due to the nature of our Services and artificial intelligence generally, output may not be unique and other users may receive similar output from our Services. Our assignment above does not extend to other users’ output or any third party output.
   4. Our Use of Content. We may use Content to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies, and keep our Services safe.
   5. Accuracy. Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services to make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may, in some situations, result in Output that does not accurately reflect real people, places, or facts.
   6. When You use our Services You understand and agree:
      1. Output may not always be accurate. You should not rely on Output from our Services as a sole source of truth or factual information, or as a substitute for professional advice.
      2. You must evaluate Output for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing Output from the Services.
      3. You must not use any Output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them.
      4. Our Services may provide incomplete, incorrect, or offensive Output that does not represent Pristina.ai’s views. If Output references any third party products or services, it doesn’t mean the third party endorses or is affiliated with Pristina.ai.
   7. Pristina.ai and/or its third party licensors, own all intellectual property rights in and to the Services as well as the Pristina.ai website and branding. Nothing in these Terms transfers, licenses or assigns such rights to You.
   8. By using the Services, You grant to Pristina.ai, its successors, and assigns a perpetual, worldwide, non-exclusive, sublicensable no-charge, royalty-free, irrevocable copyright license to reproduce, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute text and image prompts You Input into the Services, as well as any Assets produced by You through the Service. This license survives termination of these Terms by any party, for any reason.
   9. Pristina.ai may collect and use information and data about how the Customer and the End User accesses and/or uses any part of the Services (i) to provide, maintain, support, operate, improve, update, customize and/or administer the Services; (ii) for troubleshooting, product development analysis and improvement, data analysis, testing or statistical purposes; (iii) to provide information which Pristina.ai is required to provide under any contract to third parties; (iv) to keep Pristina.ai, the Services, the Customer and the End User safe and secure; (v) where stated in Pristina.ai’s Privacy Policy; and (vi) to develop analytics and insights, new services and content.
   10. Pristina.ai may (i) use software tools to collect information and data (including personal data) relating but not limited to the way the Customer and the End User use the Services including data concerning clickstreams, software downloaded, times of sessions and volumes of data accessed, and (ii) retain and process information and data (including personal data) for the purposes of detecting and preventing breaches of Pristina.ai's network security, applicable laws, these Terms, Pristina.ai’s Privacy Policy and/or any other agreements which Pristina.ai has with third parties which are required for the provision of the Services.

5. Your obligations

5. 1. You shall not, and if applicable You shall procure that no End User shall, provide any Input or upload anything to the Services that (i) contain any content that is libellous, defamatory, obscene, pornographic or sexually explicit, abusive or otherwise violates any laws, statutes, regulations or codes from time to time in force; (ii) infringe the Intellectual Property Rights of any third party; (iii) breach the provisions of any third party contract to which the Client is a party; or (iv) contain viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful, or any other codes, files or programs designed to damage, interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment.

6. Payment and Billing

6. 1. Payment of any amounts to Pristina.ai is subject to the selection made on Registration and whether You have signed up to a monthly subscription or our Pay-As-You-Go offering.
   2. Subscription Plans:
      1. A subscription starts on the date that You sign up for a subscription and submit payment via a valid Payment Method (defined below) or reactivate a pre-existing subscription. Unless we otherwise communicate a different time period to You at the time of sign up or otherwise (such as a multi-month commitment plan), each billing cycle is one month in length (a “Subscription Cycle”). Your subscription automatically renews each month, and we will automatically bill the monthly subscription fee to your Payment Method each month, until your subscription is cancelled or terminated. For example, if You purchase your subscription on April 5, your subscription will automatically renew on May 5 (as further explained in “Subscription Cycles,” below). You must provide us with a current, valid, accepted method of payment (“Payment Method”). We may update the accepted methods from time to times. If You add a subscription to your base subscription or if You upgrade or downgrade to a different subscription, all such subscriptions will be governed by these Terms and will continue indefinitely until cancelled or terminated.
      2. Depending on the subscription plan You choose and purchase, You will be allotted credits to be used solely to obtain Assets by means of the Services. The number of credits assigned to an Asset creation shall be presented to You prior to creation of such Asset.
      3. Credits expire at the end of each Subscription Cycle, meaning that any credits You don’t use during the applicable Subscription Cycle will not roll over into future months, unless we expressly communicate otherwise. If your subscription is cancelled or terminated your unused credits will expire immediately. There will be no refund or payment for any unused amount. When your cycle automatically renews for the next month, you’ll automatically receive your new allotment of credits.
      4. Credits have no cash value or any other value outside of the Services and are not redeemable for cash. For avoidance of doubt, the credits do not operate or serve as stored value facilities in any way. You may not transfer, trade, gift or otherwise exchange credits.
   3. Pay-As-You-Go:

      If You do not elect to sign up to a subscription, You can purchase individual credits for purposes of redeeming such credits against an Asset.

7. Limitation of Liability and Indemnity

7. 1. We provide the service “as is”, and we make no promises or guarantees with respect to the quality of the Service or the Assets produced by the Services or the Service up time.
   2. You understand and agree that we will not be liable to You or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however they arise.
   3. You are responsible for Your use of the service.
   4. To the extent permitted by law, You will indemnify and hold us harmless, our affiliates, and our personnel, from and against any costs, losses, liabilities, and expenses (including attorneys’ fees) from third party claims arising out of or relating to your use of the Services and Assets or any violation of these Terms.

8. Termination and Suspension

8. 1. You are free to stop using our Services at any time. We reserve the right to suspend or terminate your access to our Services or delete your account if we determine:
      1. You breached any part of these Terms.
      2. We must do so to comply with the law.
      3. Your use of our Services could cause risk or harm to us, our users, the intellectual property rights of a third party, or anyone else.

9. General Terms

9. 1. Assignment. You may not assign or transfer any rights or obligations under these Terms and any attempt to do so will be void. We may assign our rights or obligations under these Terms to any affiliate, subsidiary, or successor in interest of any business associated with our Services.
   2. Changes to These Terms. We may update these Terms or our Services accordingly from time to time and shall provide You with prior written notice before doing so.
   3. Delay in Enforcing These Terms. Our failure to enforce a provision is not a waiver of our right to do so later. If any portion of these Terms is determined to be invalid or unenforceable, that portion will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.
   4. Entire Agreement. These Terms contain the entire agreement between You and Pristina.ai regarding the Services and, other than any Service-specific terms, supersedes any prior or contemporaneous agreements between You and Pristina.ai.
   5. Governing Law. These Terms shall, for all purposes, be governed and construed in accordance with the laws of England and Wales and all claims arising out of or relating to these Terms will be brought exclusively in the courts of England and Wales.