Terms of Use

We are pleased to welcome you to our platform (hereinafter "Platform") integrated into Vendy's website (available at https://vendy.ai/, hereinafter “website”) and mobile applications provided by Artgentic Inc., 262 Chapman Rd, Ste 240, Newark, DE 19702, USA (hereinafter “Application”). For the purpose of this Terms of Use (hereinafter "Terms") Artgentic Inc. will be referred to as "Artgentic", "we" or "us". For your convenience as the user of the services, you shall be referred to as "you", "your" or "User". These Terms establish the terms and conditions under which you, as a user, may create an account, access, and use the Platform, services, content, products, applications, and websites operated by Artgentic (hereinafter collectively referred to as the "Services"), as well as purchase some of the content offered through the services as an in-app purchase. You must be at least 18 years old, or the age of majority in your jurisdiction, to use the Services. If you access the Services on behalf of a company or other legal entity, you represent that you have authority to bind that entity. These Terms and Vendy's Refund & Billing Policy (available at https://vendy.ai/en/refunds), that constitute an integral part of these Terms, form a legally binding agreement between you and us; hence we encourage you to review these Terms before using the Services to avoid confusion related to enforcement of these Terms by Artgentic. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT USE (OR IMMEDIATELY CEASE TO USE) OUR SERVICES.

1.1. Your access and/or use of the Services shall serve as a confirmation that you agree to comply with these Terms, and that you have the legal capacity to enter into a binding agreement with Artgentic.

1.2. Your access to and use of the Services is subject to Vendy's Privacy Policy (available at https://vendy.ai/en/privacy). By using the Services, you consent to the terms of Vendy's Privacy Policy.

1.3. In the event that the Services are accessed and/or used by or on behalf of a legal entity, you hereby warrant and represent that:

• (i) you are an authorized legal representative of the respective legal entity;
• (ii) you are legally authorized to enter into a binding agreement with Artgentic on behalf of such entity; and
• (iii) you agree to comply with these Terms on behalf of such entity;
• (iv) the legal entity that you represent operates a lawful business in accordance with applicable laws.

1.4. Modifications to these Terms are effective immediately upon notice made:

• (i) by posting on Vendy's website (available at https://vendy.ai/); or
• (ii) by email notification; or
• (iii) through any of our applications.

1.5. It is your responsibility to review the Terms from time to time for any changes. Your access and use of the Services following any modification of these Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms, immediately discontinue the use of our Services and, if applicable, terminate your account.

2.1. The Services are provided to help you create advertising, marketing and promotional creative materials for your own lawful products, services, brand or business, subject to your plan and these Terms. We may offer certain portions of the Services at no charge, for a one-time fee, on a subscription basis, or under any other lawful pricing structure. In all of the above instances, our Services are not being sold to you; rather, you are being granted or purchasing a limited license to use the Services.

2.2. Unless expressly stated otherwise in your applicable plan, you may use outputs generated through the Services for lawful business, advertising and marketing purposes. Such use remains subject to these Terms, any limitations of your plan, applicable law, the rights of third parties, and the terms, advertising policies and technical requirements of any third-party platform on which you publish, distribute or otherwise use the outputs.

2.3. Unless specifically provided otherwise, use of any of our paid Services does not transfer across operating systems and/or different equipment (e.g., mobile devices, computers, etc.). For example, unless we specifically tell you otherwise, use of our mobile Application is limited to the specific device and/or operating system you are using at the time you purchase a license to use the Application.

2.4. When using our Services, you agree to comply with all applicable federal, state, and local laws including, without limitation, copyright laws. Except as expressly permitted under these Terms or as we may otherwise permit, you may not use, reproduce, duplicate, make unauthorized copies of, modify, alter, adapt, reverse engineer, disassemble, decompile, distribute or create derivative works based upon, publicly display, publicly perform, publish, transmit, or otherwise exploit Service Content (as defined below) or any content included therein, for any purpose whatsoever, without obtaining prior written consent from us or, in the case of third-party content, its applicable owner. You acknowledge that by downloading, installing, or printing Service Content, you do not acquire any rights (including ownership) in relation to Service Content.

2.5. Furthermore, except as expressly permitted under these Terms, applicable laws and regulations, you, as a user, may not:

• (i) access or use the Services if you do not have the legal capacity to agree to these Terms or you are not authorized to use the Services by your parent or legal custodian;
• (ii) remove, alter, cover, or distort any copyright and/or trademark notice, or notice relating to other proprietary rights, that we include in the Services or Service Content;
• (iii) transfer, distribute, license or sell in whole or in part, the Services or any derivative works therefrom;
• (iv) market, rent or lease the Services for profit or any kind of remuneration;
• (v) use the Services for unlawful, misleading, deceptive, fraudulent, spam-like, unauthorized or non-compliant advertising, marketing, commercial solicitation or promotional activity;
• (vi) use the Services for the purpose of spamming;
• (vii) circumvent, disable or otherwise interfere with or attempt to interfere with the normal work of the Services and their security features including, without limitation, any features that prevent or restrict the use of or copying of any software or other Service Content, disrupt Vendy's website or any networks connected to the Services, or bypass any measures that we may use to prevent or restrict access to the Services;
• (viii) incorporate the Services or any part thereof into any other program or product;
• (ix) use automated devices, manual processes, or scripts to copy or "scrape" Service Content for any purpose without Artgentic's express written permission;
• (x) collect or harvest personal information (including personal data) of other users of the Services including, without limitation, usernames, passwords, or email addresses;
• (xi) use network-monitoring software to determine the architecture of or extract usage data from the Services;
• (xii) violate U.S. export laws, including, without limitation, the Export Administration Act and the Export Administration Regulations administered by the Department of Commerce;
• (xiii) engage in any conduct that restricts or inhibits other user(s) from using or enjoying the Services;
• (xiv) attempt impersonation of any person or entity, provide false statements, misrepresent yourself or your affiliation with any person or entity (including Artgentic), attempt to represent your content as Service Content or as content provided by Artgentic;
• (xv) distribute, promote, upload, store, make available for other users or share any content or material(s) that are sexually explicit, violent or discriminatory (based on race, gender, disability, sexuality, or age); attempt to receive access to other users' account(s), service(s) or system(s), or create a false identity on the Services;
• (xvi) attempt to bypass moderation filters or restricted categories.

2.6. You may not use the Services in a way that may negatively affect Artgentic’s, Vendy’s or any third party’s reputation, or in a way that may expose Artgentic, the Services, other users, customers, advertising platforms or third parties to legal, regulatory, reputational, safety or commercial risk.

2.7. You may not use the Services to distribute, upload, store or make available for other users:

• (i) any files that contain viruses, trojans, worms, logic bombs, or any other malicious or technologically harmful materials;
• (ii) any unsolicited or unauthorized advertising, solicitations, or promotional materials (unless specifically authorized in accordance with Clause 2.2 of these Terms);
• (iii) spam, or any other prohibited form of solicitation;
• (iv) any private or personal information (including personal data) of any third party, including, but not limited to, address(es), phone number(s), email address(es), the information contained in personal identity document(s), or credit card number(s);
• (v) any material which infringes or may infringe copyright, trademark, or other intellectual property or privacy rights of any other person;
• (vi) defamatory, obscene, offensive, pornographic, hateful, or otherwise objectionable material(s);
• (vii) any material(s) that constitute, encourage or provide instructions for illegal activity or self-harm;
• (viii) any material(s) specifically designed to provoke or antagonize people, containing trolling and/or bullying, or intended to harass, harm, hurt, scare, distress, embarrass, or upset people;
• (ix) any material(s) that contains threat(s) of any kind, including threats of physical violence;
• (x) any material(s) that are racist or discriminatory, including discrimination based on someone's race, religion, age, gender, disability, sexuality, ethnic origin, national origin, gender identity, or any other protected or sensitive characteristic;
• (xi) any answers, responses, comments, opinions, analyses, or recommendations that you are not qualified or properly licensed to provide;
• (xii) material(s) that, in Artgentic's sole judgment, are objectionable, restrict or inhibit other person(s) from using the Services, or may expose Artgentic, the Services, or their users to harm or liability of any type;
• (xiii) any material(s) depicting, glorifying, encouraging, or realistically portraying people or animals being killed, maimed, tortured, abused, or otherwise subjected to graphic violence, cruelty, or suffering;
• (xiv) any material(s) that promote, encourage, facilitate, depict, or provide instructions for the illegal, unsafe, or reckless use of weapons, firearms, ammunition, explosives, or other dangerous objects, substances, or activities;
• (xv) any material(s) that are sexually explicit, exploitative, pornographic, or intended primarily to arouse sexual desire, or that facilitate prostitution, sexual exploitation, abuse, trafficking, or similar exploitative activity;
• (xvi) any inflammatory, abusive, mocking, or misleading religious commentary, including false, manipulated, or misleading quotations or depictions of religious texts, beliefs, figures, or practices;
• (xvii) any material(s) that are false, fraudulent, deceptive, manipulative, or misleading, including impersonation, fabricated claims, fake emergency or tracking claims, fake functionality, or content intended to trick, scare, or exploit other users; or
• (xviii) any material(s) that exploit, sensationalize, trivialize, or seek to profit from recent or current tragic, violent, or sensitive events, including armed conflicts, terrorist attacks, disasters, public health emergencies, epidemics, or similar events.

2.8. In addition to the above limitations, your access to and use of the Services must at all times comply with these Terms, the Privacy Policy, any acceptable use, safety, content or billing rules made available by Artgentic from time to time, applicable law, and any applicable third-party platform requirements.

2.9. Artgentic reserves the right, at its sole discretion, at any time and without prior notice, to remove or disable access to content and/or material(s) available on the Services for any reason or without reason.

2.10. Without limiting Clauses above, you may not use the Services, including AI-powered ad generation or other AI features, to create, upload, generate, request, post, share, or otherwise make available content that falls into any of the following categories (each, “Prohibited Content”):

• (i) NSFW/Sexual Content: pornography; sexually explicit content; nudity; sexual acts; fetish content; “nudify” or “undress” content; “see-through clothing” content (content that removes clothing, depicts nudity, depicts a person as nude or partially nude, or otherwise sexualises a real person), or any content intended to sexually arouse, any sexual or nude (or implied nude) depiction of a real person; sexual extortion; or intimate imagery abuse;
• (ii) any content that sexualises, exploits, abuses, endangers, or depicts a minor in a sexual context; any child sexual abuse material; grooming; solicitation; or any attempt to create or distribute child sexual abuse material;
• (iii) content encouraging suicide, self-harm, threats, or graphic violence;
• (iv) content enabling illegal activity, document forgery, or other unlawful conduct;
• (v) harmful, misleading, or fraudulent materials;
• (vi) hateful content, harassment, or discrimination targeting protected characteristics;
• (vii) content intended to mislead others about real events, sensitive events, elections, or public issues, including deepfakes or manipulated media presented as authentic;
• (viii) advertising, marketing or promotional content that contains false, misleading, unsubstantiated or unlawful claims, including unverified product claims, misleading discounts, fake scarcity, fake testimonials, fake reviews, unsubstantiated performance claims, unlawful before/after claims, or claims prohibited by applicable advertising, consumer protection or platform rules. You may not use the Services to create advertising for products or services where such advertising is unlawful or restricted in the relevant target market, including, where applicable, regulated financial products, medical products, illegal goods, weapons, adult services, tobacco, drugs, or other restricted categories
• (ix) any other content that violates applicable law, Artgentic's Community Guidelines, or the Acceptable Use Policies of AI providers. You are responsible for the prompts you provide and the resulting outputs generated by the AI features.

2.11. The Services may apply labels, watermarks, metadata, or other provenance signals to edited or AI-generated content. You may not remove, obscure, or circumvent such signals where doing so would be deceptive or would violate these Terms.

2.12. The Services are not intended to identify individuals or to provide biometric identification, authentication, or “face recognition” services. You may not use the Services to identify or attempt to identify a person.

3.1. As between Artgentic and you, all content (and any derivative works therefrom) available on or through the use of the Services including, but not limited to, artworks, software, images, text, files, materials, graphics, illustrations, logos, trademarks, service marks, photographs, audio and/or music files, videos, audiovisual works, URLs, technologies, documentation, interactive features and/or other content, materials, products and/or services, protected under intellectual property law (the "Service Content"), are either owned or licensed by Artgentic; except that you and/or your licensors shall enjoy ownership rights in relation to User Content (as defined in section 4 of these Terms) that you upload or transmit through the Services. Use of the Service Content on the Services for any purpose that is not expressly permitted under these Terms is strictly prohibited.

3.2. You may not download, copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit Service Content for any purpose whatsoever, without our or, where applicable, our licensors' prior written consent. We and our licensors reserve all rights in and to the content of such licensors that are not expressly hereby granted to you.

3.3. Any rights in relation to audio and/or music files and/or recordings available on or through the use of the Service may not be licensed without the prior written consent of respective rights holders.

3.4. You hereby acknowledge and agree that Artgentic may generate revenue and/or otherwise increase the company’s value as a result of your use of the Services, including through subscriptions, paid plans, credits, usage-based fees, advertising, sponsorships, partnerships, analytics and other lawful business models. Except where expressly provided in these Terms or in a separate agreement between you and Artgentic, you have no right to receive any share of such revenue, goodwill or value. For the avoidance of doubt, this clause does not limit your rights to use Outputs for lawful business, advertising and marketing purposes in accordance with these Terms and your applicable plan.

3.5. Subject to these Terms and your applicable plan, Artgentic grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable, worldwide license to access and use the Services and Service Content solely as made available through the Platform and solely for your lawful business, advertising, marketing, creative and promotional purposes. Artgentic reserves all rights in the Services and Service Content that are not expressly granted herein. You acknowledge and agree that Artgentic may terminate this license at any time in accordance with these Terms.

3.6. Meta-functionality and Artificial Intelligence-based features disclaimer. By using our app, you acknowledge and agree that we may research various features within the app. This research includes but is not limited to showcasing the core mechanics, app style, interface, and functionalities. It is important to note that certain features demonstrated within the research phase via social networks and other forms of marketing may not precisely match the user's anticipated results (hereinafter “Meta-functionality creativity”). Meta-functionality creativity refers to using functional elements and tools outside the main app features to create additional levels of interaction or research. We hereby assure you that the meta-features utilized for the research are aimed at the best performance of the application, enhancing its technical capabilities as well as obtaining feedback from you to improve user experience and gather valuable insights. This is not a form of manipulation or any deceptive practice. Moreover, please be aware that certain features of our app are based on artificial intelligence mechanisms. As we grow and develop together with you and AI itself, we would like to caution you that the results of AI-generated content may not always align with your expectations. AI-generated outputs may be subject to artifacts, inaccuracies, and defects. This difference as well arises because the outcome of our services depends not only on the app's capabilities but also on the content provided by you. Our Services may include access to an AI-powered chat-based image editing and generation tool (“AI Chat Feature”) that allows users to generate or modify images via textual prompts. This feature is powered by third-party artificial intelligence APIs, including but not limited to OpenAI and Google Gemini. By using the AI Chat Feature, you acknowledge and agree that Artgentic utilizes such third-party providers to process your prompts and generate corresponding outputs. You understand that AI-generated content may be inaccurate, offensive, misleading, or otherwise inconsistent with your expectations, and you are solely responsible for reviewing and evaluating such content before using, sharing, or publishing it. Artgentic disclaims any and all liability for the accuracy, legality, or appropriateness of content generated through the AI Chat Feature. Furthermore, your use of the AI Chat Feature must comply with the acceptable use policies of the respective providers, including OpenAI (https://openai.com/policies/usage-policies) and Google Gemini (https://ai.google.dev/terms). Artgentic is not liable for the decisions, actions, or content moderation practices of these third-party services. Please note that in the event of a violation of the acceptable use policies or content moderation rules of the abovementioned third-party providers (e.g., by submitting violent, gory, or otherwise Prohibited Content such as dismemberment), your request may be rejected by the provider, and applicable service fees may still apply despite the request not being processed. Should you or your actions result in a violation of such third-party provider policies, your use may be subject to penalties, including but not limited to suspension of access and/or monetary charges. These charges may be imposed directly by the provider or passed through to you. We reserve the right to charge your account for any costs or losses incurred by us as a result of your violations. No refunds or compensation will be issued for requests declined by providers due to such violations. We encourage you to download the app for the most accurate and up-to-date features regarding the product's capabilities and content.

4.1. Users of the Services may upload, transmit or otherwise make available through the Services content, including, but not limited to photographs, videos, videos/audiovisual works, product photos, videos, logos, brand assets, store links, product descriptions, advertising copy, business information, prompts, uploaded materials and other content you provide (hereinafter referred to as "User Content"). The information and materials in the User Content, including User Content that includes the above-mentioned elements, have not been verified or approved by us. The views expressed by other users of the Services do not represent our views or values.

4.2. Whenever you access or use a feature that allows you to upload or transmit or otherwise make User Content through certain third-party social media platforms such as Instagram, Facebook, YouTube, Twitter, etc., you must comply with the standards set out at "Access to and Use Limitations" above. You may also choose to upload or transmit your User Content, on sites or platforms hosted by third parties. If you decide to do this, you must comply with their content guidelines as well as with the standards set out at "Access to and Use Limitations" above. As noted above, these features may not be available to all users of the Services, and we have no liability to you for limiting your right to certain features of the Services.

4.3. You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

4.4. Any User Content will be treated as non-confidential and non-proprietary. You must not upload, submit, adapt, process, modify, post, share, or otherwise transmit (e.g., from certain third-party social media platforms such as Instagram, Facebook, TikTok, YouTube, etc.) any User Content through the Services, or provide any User Content to us, that you consider to be confidential, proprietary or infringing on the rights of the third parties (including intellectual property rights, privacy rights, publicity/personality rights, and rights in a person’s name, image, likeness, persona, or voice). By submitting User Content, you represent and warrant that:

• (a) you own the User Content or have obtained all necessary rights, permissions and consents from the relevant rights holders to submit it to the Services;
• (b) you are authorized to make it available through the Services and, where applicable, to share or transfer it from the Services to third-party platforms (and vice versa) as directed by you; and
• (c) your submission and use of any third-party content complies with applicable law and third-party terms (including laws and rules relating to privacy, publicity/personality rights, etc.); and
• (d) where any User Content includes or relates to a real person, or where your use of the Services may result in content depicting, resembling, or sounding like a real person, you have obtained all necessary consents and permissions from that person (and, where required, from a parent/guardian), including for the creation and publication of such content (this includes content depicting public figures, celebrities, or other well-known individuals).

4.5. You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Services, you hereby grant us a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, modify, process, display and create derivative works from User Content solely as necessary to provide, operate, maintain, improve and secure the Services and generate Outputs for you.

4.6. You further grant us a royalty-free license to use your username, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.

4.7. As a Platform user, you are solely responsible for all User Content you upload, submit, adapt, process, modify, post, share or otherwise transmit (e.g., from certain third-party social media platforms such as Instagram, Facebook, TikTok, YouTube, etc.) through the Services and for any content you create using the Services (including any output generated from your inputs), as well as for any publication, sharing, distribution, or other use of such content. If you have questions about copyright law or trademark law, such as questions about whether your content or your use of another person's name, image or brand infringes or otherwise violates another person's rights, you may want to contact an attorney. If you are unsure whether the material you plan to report to us is infringing or otherwise violating another person's right, you may also want to first seek legal advice before reporting such content to us. You must only upload or provide product photos, store links, logos, trademarks, brand assets, product descriptions, footage, testimonials, likenesses or other materials that you own or are authorised to use for the intended advertising and marketing purposes.

4.8. You must not use the Services to create, upload, publish, share, or otherwise make available any content that

• (a) falsely suggests that any real person or organization endorses you, your content, or any product or service,
• (b) impersonates a real person or misleads others as to a person’s identity, involvement, or approval,
• (c) is intended to deceive or is reasonably likely to cause harm, or violates any applicable laws or platform rules relating to synthetic media/deepfakes, elections, or political advertising,
• (d) includes unlawful, exploitative, or non-consensual sexual content, or any content involving minors or
• (e) clone or pass off a competitor’s product, brand, trade dress, advertising style or endorsement as your own.

This includes content that suggests a public figure endorses you or your content, or that uses a public figure’s likeness in a misleading context.

4.9. Artgentic reserves the right to remove User Content that infringes or violates intellectual property rights (including copyright and/or rights under trademark) or other rights of third parties and where we reasonably consider it necessary to enforce these Terms, address legal or safety concerns, or respond to complaints or notices (including under our takedown procedures).

4.10. Artgentic is committed to maintaining a safe and respectful environment within the Services. We may use a combination of automated tools, artificial intelligence-based safeguards, keyword detection, metadata checks, hash-matching, classifier-based detection, manual review, and other moderation measures to detect, filter, prevent, restrict, remove, or disable objectionable, unlawful, harmful, abusive, infringing, deceptive, unsafe, or otherwise prohibited User Content from being uploaded, generated, posted, shared, transmitted, displayed, or otherwise made available through the Services. Such moderation measures may be applied, among other things, to content involving hate, harassment, discrimination, explicit sexual material, graphic violence, dangerous activities, illegal conduct, misinformation, exploitation, or other categories of content that may violate these Terms, the Artgentic Community Guidelines, applicable law, third-party platform requirements, or generally accepted safety standards.

4.11. You may not use the Services to create, upload, generate, request, post, transmit, or share any User Content that violates these Terms, the Artgentic Community Guidelines, applicable law, the rights of any third party, or applicable third-party platform requirements, including without limitation any Prohibited Content and content listed in Section 2.7 above.

4.12. Artgentic reserves the right, in its sole discretion and with or without prior notice, to review, screen, filter, block, refuse, remove, delist, restrict, age-gate, limit visibility of, or disable access to any User Content, prompt, output, account, feature, or activity that we believe may violate these Terms, the Artgentic Community Guidelines, applicable law, third-party platform requirements, age-rating requirements, or safety standards, or that may otherwise be objectionable, deceptive, harmful, abusive, infringing, unsafe, or likely to expose Artgentic, its users, or third parties to risk, harm, or liability.

4.13. Users may report content or conduct that they believe is offensive, abusive, illegal, infringing, unsafe, deceptive, exploitative, or otherwise in violation of these Terms or the Artgentic Community Guidelines through the support channels made available by Artgentic, including the Help Center. Reportable content includes, without limitation, hate speech, harassment, sexual exploitation, graphic violence, dangerous conduct, misinformation, fraud, impersonation, privacy violations, and content exploiting recent tragedies or sensitive events. Artgentic will review such reports within a reasonable time and may take such action as it deems appropriate.

4.14. Where the Services make such functionality available, users may block, mute, restrict, or otherwise prevent abusive users from interacting with them. Artgentic may also independently suspend, restrict, age-limit, or terminate accounts engaged in abusive, harmful, fraudulent, deceptive, exploitative, infringing, unsafe, or repeated violative conduct, including repeated moderation violations or attempts to evade moderation or enforcement measures.

4.15. We have zero tolerance for Child Sexual Abuse and Exploitation (“CSAE”) and Child Sexual Abuse Material (“CSAM”). You may not create, upload, generate, request, share, or attempt to distribute any CSAE/CSAM through the Services. If we obtain actual knowledge of CSAM or CSAE activity in connection with the Services, we may remove or disable access to the content, suspend or terminate involved accounts, preserve relevant information as required by law, and report confirmed CSAM to the relevant authority (for example, in the United States, the National Center for Missing & Exploited Children (NCMEC)) and/or law enforcement, as applicable. We maintain a designated point of contact for child safety matters and notices related to CSAE/CSAM. Contact details are provided in our Help Center.

4.16. AI-generated or AI-edited outputs are produced by probabilistic models and may contain artifacts, errors, or biased results. Outputs may alter or misrepresent physical characteristics (including skin tone, facial features, age cues, or other attributes) and may reflect stereotypes. You are solely responsible for reviewing outputs before use or publication, and you may not use outputs in a discriminatory, defamatory, deceptive, or harmful manner.

4.17. You acknowledge and agree that moderation systems are not error-free and that Artgentic does not guarantee that all objectionable, harmful, deceptive, unsafe, or otherwise Prohibited Content will be detected, filtered, age-restricted, or removed before it appears in or through the Services. However, Artgentic reserves the right to take any moderation, enforcement, safety, or risk-mitigation measure it considers appropriate to protect the Services, its users, third parties, and compliance with applicable law and third-party platform requirements.

4.18. You are solely responsible for ensuring that any ads, claims, offers, prices, discounts, comparisons, testimonials, endorsements, before/after depictions and other marketing statements included in outputs are accurate, substantiated and compliant with applicable advertising, consumer protection, platform and industry-specific rules.

Where the Services allow you to publish, export, transmit, share, display or otherwise make User Content or outputs available to other users, the public, or any third-party platform, marketplace, advertising network, social media service, app store, website, app or other third-party service, you acknowledge that such User Content and outputs may be viewed, accessed, used, displayed, shared or otherwise processed by the relevant audience or third-party service in accordance with the settings you select, the functionality you use, and the terms and policies of the relevant third-party service.

To the extent necessary to enable such publication, export, transmission, sharing, display or other use initiated by you or made available through public or social features of the Services, the rights you grant in your User Content and outputs are provided on a through-to-the-audience basis. This means that Artgentic, the relevant third-party services, and the users or audience who receive access to such User Content or outputs through the Services will not need to obtain a separate license from you solely to view, access, display, transmit, share or otherwise use such User Content or outputs as enabled by the Services and these Terms.

Artgentic does not control and is not responsible for any third-party platform’s approval, rejection, moderation, removal, restriction, suspension, performance, monetization or enforcement decisions.

6.1. Sharing and transiting User Content through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or for any User Content you upload or distribute in any form through the Services.

6.2. We also have the right to disclose your identity to any third party who is claiming that any User Content shared, transited or uploaded by you through the Services constitutes a violation of their intellectual property rights or their right to privacy.

6.3. We accept no liability in respect of any content submitted by users and published by us or by authorized third parties.

7.1. Vendy’s Terms do not allow sharing or sending any content that violates or infringes someone else's copyrights, trademarks, or other intellectual property rights.

7.2. Our Service Content and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names, and trade dresses that may appear in our Services are owned by us, our licensors, or identified third parties. Except for the limited use rights granted to you in these Terms of Use, you shall not acquire any right, title, or interest in our Services or any Service Content. Any rights not expressly granted in these Terms of Use are expressly reserved.

7.3. We will respond promptly to claims of copyright or trademark infringements that are reported to our support team that we have designated to receive notifications of claims of infringement. If you are a copyright or a trademark owner (or authorized to act on behalf of such owner) and believe that your work's copyright or trademark has been infringed, please report an infringement to us by providing our support team with a written notification of claimed infringement that includes the following essential information:

• (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• (ii) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
• (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
• (iv) Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted.
• (v) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

We will investigate notices of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act. Inquiries that do not follow this procedure may not receive a response.

8.1. We do not allow any copyright or trademark infringement:

• (i) Trademark infringement, which is generally the unauthorized use of a trademark or service mark in connection with goods or services in a way that is likely to cause confusion, deception, or mistake about the source, origin, sponsorship, or affiliation of the associated goods and/or services.
• (ii) The use of copyrighted content by others without proper authorization or legally valid reason is a violation.

Infringement of intellectual property by the Users may lead to a violation of Artgentic's policies.

8.2. At the same time, we keep in mind that not all unauthorized uses of copyrighted content constitute an infringement. In many countries, exceptions to copyright infringement allow the use of copyrighted works under certain circumstances without authorization. These include the fair use doctrine in the United States and permitted acts of fair dealing in the European Union (and other equivalent exceptions under applicable local laws in other countries).

8.3. Additionally, the use of another's trademark for purposes of accurately referencing, lawfully commenting, criticizing, parodying, or reviewing the trademark owner's products or services, or for purposes of comparing them to other products or services, where the mark is not used to designate the user's own goods or services or those of a third party, is generally not considered a violation of our policies. Likewise, it is generally permissible to make a fan page about a brand, even without the brand's permission, provided that you do not claim to speak for or be associated with the brand or otherwise violate the brand's intellectual property rights.

Artgentic Inc. follows the federal Digital Millennium Copyright Act (DMCA) by promptly addressing notices of alleged infringement in compliance with the DMCA and other relevant laws. In our response, we may take actions like removing or disabling access to materials on our services and products, including social networks controlled or operated by Artgentic Inc., when they are claimed to be infringing. It's important to note that we lack control over content hosted on third-party websites and cannot remove content from platforms we do not own or manage. If you are the copyright owner of content on a third-party site and have not authorized its use, we recommend reaching out directly to the administrator for content removal. Before issuing a Notice of Infringing Material, it's advisable to consult legal counsel to understand your rights and responsibilities under the DMCA and other relevant laws. The notice requirements provided align with Artgentic Inc.'s rights and obligations as outlined by the DMCA, specifically in section 512(c), and should not be construed as legal advice.

9.1. Notice of Infringing Material. To file a notice of infringing material on our services and products, including social networks owned or controlled by Artgentic Inc., please provide a notification containing the following details:

9.1.1. Reasonably sufficient details to enable us to identify the work claimed to be infringed or, if multiple works are claimed to be infringed, a representative list of such works (for example: title, author, any registration or tracking number, URL);

9.1.2. Reasonably sufficient detail to enable us to identify and locate the material that is claimed to be infringing (for example a link to the page that contains the material);

9.1.3. Your contact information so that we can contact you (for example, your address, telephone number, email address);

9.1.4. A statement that you have a good faith belief that the use of the material identified in clause 9.1.2 herein is not authorized by the copyright owner, its agent, or the law;

9.1.5. A statement, under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the exclusive right that is alleged to be infringed.

9.1.6. Your physical or electronic signature. Then send this notice to: Artgentic Inc., 262 Chapman Rd, Ste 240, Newark, DE 19702, USA, Email Address: legal@vendy.ai. PLEASE NOTE THAT UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ANY MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO HEAVY CIVIL PENALTIES. THESE INCLUDE MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES INCURRED BY US AS A RESULT OF OUR RELYING UPON YOUR MISREPRESENTATION. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY.

10.1. You may open an account on the Services in order to use certain features and/or functionality (including, but not limited to, in order to enable certain features and functionality, available under a paid subscription.

10.2. Artgentic reserves the right to refuse to provide service, limit access to the Services, or suspend or terminate your account on the Services in the event that you violate the intellectual property rights of third parties, provisions of these Terms and/or Artgentic Community's Guidelines. Artgentic further reserves the right to refuse any user whose account was suspended or terminated in accordance with this clause 10.2, from opening a new account on the Services.

10.3. You may delete your account on the Services, which will result in the immediate deletion of all content created under such account as well as any information (including personal information and/or data) provided under such account, including, but not limited to, name, gender, profile picture, logs, and information on and from social networks, linked to such account. Please note that you cannot restore your account on the Services once it has been deleted.

10.4. In the event that you have deleted your account on the Services, and you have a paid subscription, you shall create a new account on the Services and enable certain features and functionality, available under paid subscription, on such new account, in order to have access to above features and/or functionality. Deleting the account will not cancel the subscription automatically.

No fee paid hereunder shall be refundable, notwithstanding suspension or termination of your account on the Services, your failure to utilize any part of the Services (including features and/or functionality available under paid subscription and/or on a paid basis), the prepayment or cancellation of the Services or for any reason whatsoever, except where otherwise specified by Artgentic.

12.1. Virtual Items. Artgentic owns, has licensed, or otherwise has the rights to use all content appearing or originating in the Services including virtual items (“Virtual Items”). Virtual Items are provided solely for platform use, they may only be used in Services, and they have no “real world” value. By purchasing or receiving Virtual Items all that you receive is a limited license to use them in Services by these terms or such other terms as may apply; Virtual Items are not your personal property and no ownership interest in them is transferred to you. The prices for and the amounts and kinds of Virtual Items available may be changed at any time without notice. Virtual Items that you receive may also be changed or discontinued at any time without notice. You cannot sell or transfer, or attempt to sell or transfer, Virtual Items, except only that where allowed. Virtual Items may never be redeemed by you for “real world” money, goods, wares, merchandise, services, or anything of monetary value from Artgentic or any other person.

12.2. Vendy Credits

12.2.1. The Services may include a virtual, in-app currency called Vendy credits (“Vendy Credits”). Vendy Credits are provided solely for your personal use within the Services. Vendy Credits may be used only on the Platform to access or unlock features, content, tools, AI tools, making generations, or using other functionalities made available from time to time. The applicable coin costs, allotments and bundles will be displayed to you before you purchase Vendy Credits.

12.2.2. If you have an active paid subscription, your subscription plan may include a periodic allotment of Vendy Credits credited at the start of each subscription period (“Subscription Credits”). The amount of Subscription Credits included in your plan and the length of the subscription period will be displayed to you in the applicable offer or sign-up screen before purchase. Subscription Credits do not roll over or accumulate: at the start of each new subscription period, your remaining Subscription Credits balance (if any) is reset to zero and you are credited with the full new-period allotment for your plan. Accordingly, at the beginning of each subscription period, your Subscription Credits balance will equal the allotment included in your then-current subscription offer. If your subscription is in a grace period, Subscription Credits for the next subscription period will be credited only after the successful renewal of your subscription. If your subscription is cancelled before renewal, no new Subscription Credits will be credited for the next period. If you cancel your subscription, you may continue to use any remaining Subscription Credits until they reset or expire at the start of the next subscription period. If you purchase a new subscription after cancellation, change your subscription plan, or otherwise start a new subscription cycle, any remaining Subscription Credits from the previous subscription or plan may be reset to zero and replaced with the Subscription Credits included in your then-current subscription offer. If you restore a subscription or purchase through the applicable app store functionality, we may restore the last available balance of Vendy Credits associated with that purchase, where technically available and required by applicable app store policies.

12.2.3. You may also be able to purchase additional Vendy Credits (“Purchased Credits”) via an in-app purchase. Purchased Credits may be purchased only while you have an active paid subscription, unless we expressly state otherwise. Purchased Credits are credited upon successful payment and may be used within the Services unless an offer states otherwise. Purchased Credits do not expire or reset merely because your subscription renews, is cancelled, or expires, and they are not replaced or removed when Subscription Credits are credited for a new subscription period. If your subscription expires or is cancelled, you may continue to use any remaining Purchased Credits within the Services, subject to these Terms, but you may not purchase additional Purchased Credits unless you have an active paid subscription.

12.2.4. We may, from time to time, provide free, welcome, bonus, promotional, referral, support, or other non-purchased Vendy Credits (“Promo Credits”). Promo Credits may be subject to additional conditions, limitations, expiry periods, or usage restrictions disclosed in the relevant offer or within the Services. Unless expressly stated otherwise, Promo Credits have no cash value, are non-refundable, non- transferable, and may be modified, withdrawn, or revoked at any time to the extent permitted by law.

12.2.5. You acknowledge and agree that Vendy Credits (including Subscription Credits and Purchased Credits):

• (a) are not your personal property and you receive only a limited license to use them within the Services under these Terms;
• (b) may not be sold, gifted, lent, traded, transferred, assigned, sublicensed, or otherwise made available to any third party (including for real money or other value) except where we expressly enable such functionality within the Platform; and
• (c) have no value outside the Platform and may never be redeemed or exchanged for “real world” money, goods, services, or anything of monetary value.

12.2.6. Vendy Credits are purely virtual, in-app features and:

• (a) do not constitute electronic money (e-money), stored value, prepaid funds, or any regulated payment instrument;
• (b) are not cryptocurrency, virtual assets, securities, commodities, or any other financial product;
• (c) are not legal tender and do not create any bank-like, custodial, fiduciary, or trust relationship; and
• (d) do not grant you any equity, ownership, profit-sharing, or governance rights in Artgentic or any third party.

12.2.7. Except where required by applicable law or applicable app store policies, all purchases of Vendy Credits are final and non-refundable, and Vendy Credits are not convertible back into money. Where, as an exception to the foregoing, a refund, chargeback, reversal, cancellation, or similar payment adjustment is granted or processed in respect of a subscription, in-app purchase, or any other purchase that included or resulted in the crediting of Vendy Credits, we may remove the corresponding Vendy Credits from your Account, reduce your Vendy Credits balance accordingly, or otherwise adjust your Account to reflect the refunded or reversed purchase. Vendy Credits are deducted only after successful server-side processing/generation. If processing fails due to a server or service error, Vendy Credits will not be deducted or will be restored. The applicable Vendy Credits cost for a feature, generation, tool, or other functionality will be displayed before you confirm use of Vendy Credits.

12.2.8. If your Account is suspended or terminated, or if the Services (or any part of them) are discontinued, you may forfeit any remaining Vendy Credits (including Purchased Credits) without compensation, except where required by law or applicable app store policies.

12.2.9. Artgentic may, to the extent permitted by law, modify, limit, reprice, replace, or discontinue Vendy Credits, Subscription Credits allotments, Purchased Credits bundles, and/or any related rules or features at any time, including for compliance, fraud-prevention, or operational reasons.

12.3. Payments may be processed by third-party payment processors. Their terms may apply to payment processing, but your access to the Services remains governed by these Terms and the Refund & Billing Policy. Thus, if you have any payment-related issues you may contact the third-party payment processor directly or us. All purchases made through Services are final and non-refundable, except when required by law and the applicable app store policies. You agree that you will not receive money or other compensation for unused Vendy Credits or Virtual Items except where required by law or applicable app store policies.

12.4. Taxes. You are responsible for and will pay all fees and applicable taxes incurred by you or anyone using an Account registered to you.

12.5. Subscription Overview. Subscription is a regular period-based service that will be automatically activated when you confirm your subscriptions. For more information regarding subscription options please familiarize Vendy’s Refund & Billing Policy available at https://vendy.ai/en/refunds.

You agree to defend, indemnify and hold harmless Artgentic and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries, and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys' fees and costs) arising out of, related to, or that may arise in connection with:

• (i) your use or any user of your Account of our Services;
• (ii) User Content provided by you or through the use of your Account;
• (iii) any actual or alleged violation or breach by you or any user of your Account of these Terms of Use;
• (iv) any actual or alleged breach of any representation, warranty, or covenant that you or any user of your Account have made to us; or
• (v) your or any user of your Account acts or omissions.

You agree to cooperate fully with us in the defence of any claim that is the subject of your obligations hereunder.

14.1. YOU EXPRESSLY AGREE THAT THE USE OF OUR SERVICES IS AT YOUR SOLE RISK. OUR SERVICES AND SERVICE CONTENT (INCLUDING SOFTWARE) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY LAW, Artgentic AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES DISCLAIM ANY AND ALL WARRANTIES INCLUDING ANY:

• (i) WARRANTIES THAT OUR SERVICES WILL MEET YOUR REQUIREMENTS;
• (ii) WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, SECURITY, USEFULNESS, TIMELINESS, OR INFORMATIONAL CONTENT OF OUR SERVICES OR SERVICE CONTENT;
• (iii) WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE;
• (iv) WARRANTIES FOR SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED OR ACCESSED THROUGH OUR SERVICES;
• (v) WARRANTIES CONCERNING THE ACCURACY OR RELIABILITY OF THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF OUR SERVICES;
• (vi) WARRANTIES THAT YOUR USE OF OUR SERVICES WILL BE SECURE OR UNINTERRUPTED; AND
• (vii) WARRANTIES THAT ERRORS IN OUR SERVICES OR SERVICE CONTENT (INCLUDING SOFTWARE) WILL BE CORRECTED.

14.2. NO CONDITIONS, WARRANTIES, OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE, OR CONFORMANCE WITH DESCRIPTION) APPLY TO THE SERVICES EXCEPT TO THE EXTENT THAT THEY ARE EXPRESSLY SET OUT IN THE TERMS. WE MAY CHANGE, SUSPEND, WITHDRAW OR RESTRICT THE AVAILABILITY OF ALL OR ANY PART OF OUR PLATFORM FOR BUSINESS AND OPERATIONAL REASONS AT ANY TIME WITHOUT NOTICE.

14.3. YOU ACKNOWLEDGE AND AGREE THAT WHEN YOU VIEW CONTENT PROVIDED BY OTHERS ON THE SERVICES, YOU ARE DOING SO AT YOUR OWN RISK. THE CONTENT OF OUR SERVICES SHOULD BE CONSIDERED AS GENERAL INFORMATION. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT OF OUR SERVICES. OUTPUTS MAY INCLUDE SUGGESTED CLAIMS, HOOKS, OFFERS, COMPARISONS, TESTIMONIALS OR PERFORMANCE-STYLE STATEMENTS. YOU MUST VERIFY AND SUBSTANTIATE ALL SUCH CLAIMS BEFORE USE.

14.4. WE MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES, WHETHER EXPRESS OR IMPLIED, THAT ANY SERVICE CONTENT (INCLUDING USER CONTENT) IS ACCURATE, COMPLETE, OR UP TO DATE. WHERE OUR SERVICES CONTAIN LINKS TO OTHER SITES AND RESOURCES PROVIDED BY THIRD PARTIES, THESE LINKS ARE PROVIDED FOR YOUR INFORMATION ONLY. WE HAVE NO CONTROL OVER THE CONTENTS OF THOSE SITES OR RESOURCES. SUCH LINKS SHOULD NOT BE INTERPRETED AS APPROVAL BY US OF THOSE LINKED WEBSITES OR INFORMATION YOU MAY OBTAIN FROM THEM. YOU ACKNOWLEDGE THAT WE HAVE NO OBLIGATION TO PRE-SCREEN, MONITOR, REVIEW, OR EDIT ANY CONTENT SHARED AND TRANSITED BY YOU AND OTHER USERS ON THE SERVICES (INCLUDING USER CONTENT).

14.5. VENDY HELPS CREATE AND FORMAT ADVERTISING CREATIVE. WE DO NOT BUY MEDIA, MANAGE YOUR AD ACCOUNTS, SUBMIT ADS ON YOUR BEHALF UNLESS EXPRESSLY STATED, OR GUARANTEE THAT ANY OUTPUT WILL BE APPROVED BY META, TIKTOK, GOOGLE OR ANY OTHER PLATFORM, OR ACHIEVE ANY PARTICULAR SALES, CONVERSION, ROAS, ENGAGEMENT OR OTHER COMMERCIAL RESULT

15.1. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS, OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

15.2. SUBJECT TO THE PARAGRAPH ABOVE, WE SHALL NOT BE LIABLE TO YOU FOR:

• (i) ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY);
• (ii) ANY LOSS OF GOODWILL;
• (iii) ANY LOSS OF OPPORTUNITY;
• (iv) ANY LOSS OF DATA SUFFERED BY YOU; OR
• (v) ANY INDIRECT OR CONSEQUENTIAL LOSSES WHICH MAY BE INCURRED BY YOU.

ANY OTHER LOSS WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO Artgentic WITHIN THE LAST 12 MONTHS.

15.3. ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF:

• (i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICE;
• (ii) ANY CHANGES WHICH WE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
• (iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES;
• (iv) YOUR FAILURE TO PROVIDE US WITH ACCURATE ACCOUNT INFORMATION; OR
• (v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

15.4. THE SERVICES ARE INTENDED FOR BUSINESS, MARKETING AND ADVERTISING USE, SUBJECT TO THESE TERMS AND YOUR APPLICABLE PLAN. WE DO NOT GUARANTEE ANY PARTICULAR BUSINESS, ADVERTISING, SALES, CONVERSION, ROAS, ENGAGEMENT OR PLATFORM-APPROVAL RESULT

15.5. IF DEFECTIVE DIGITAL CONTENT THAT WE HAVE SUPPLIED DAMAGES A DEVICE OR DIGITAL CONTENT BELONGING TO YOU AND THIS IS CAUSED BY OUR FAILURE TO USE REASONABLE CARE AND SKILL, WE WILL EITHER REPAIR THE DAMAGE OR PAY YOU COMPENSATION. HOWEVER, WE WILL NOT BE LIABLE FOR DAMAGE THAT YOU COULD HAVE AVOIDED BY FOLLOWING OUR ADVICE TO APPLY AN UPDATE OFFERED TO YOU FREE OF CHARGE OR FOR DAMAGE THAT WAS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR TO HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US.

15.6. THESE LIMITATIONS ON OUR LIABILITY TO YOU SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15.7. YOU ARE RESPONSIBLE FOR ANY MOBILE CHARGES THAT MAY APPLY TO YOUR USE OF OUR SERVICE, INCLUDING TEXT MESSAGING AND DATA CHARGES. IF YOU'RE UNSURE WHAT THOSE CHARGES MAY BE, YOU SHOULD ASK YOUR SERVICE PROVIDER BEFORE USING THE SERVICE.

15.8. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICES, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER, OR OTHER USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE US AND OUR AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

15.9. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE CUMULATIVE LIABILITY OF Artgentic AND ITS OFFICERS, DIRECTORS, EMPLOYEES, PARENTS, PARTNERS, SUCCESSORS, AGENTS, DISTRIBUTION PARTNERS, AFFILIATES, SUBSIDIARIES, AND THEIR RELATED COMPANIES EXCEED THE LESSER OF THE TOTAL PAYMENTS RECEIVED FROM YOU BY Artgentic DURING THE PRECEDING TWELVE (12) MONTH PERIOD OR $10 000 (TEN THOUSAND AMERICAN DOLLARS). FURTHERMORE, YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF, RELATING TO, OR IN ANY WAY CONNECTED WITH ANY OF OUR SERVICES OR THESE TERMS OF USE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.

15.10. IN SOME JURISDICTIONS LIMITATIONS OF LIABILITY ARE NOT PERMITTED. IN SUCH JURISDICTIONS, SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

16.1. Jurisdiction And Venue. These Terms of Use shall be construed in accordance with the laws of the United States without regard to its conflict of laws rules. Any legal proceedings against Artgentic that may arise out of, relate to, or be in any way connected with our Website or these Terms of Use shall be brought exclusively in the state and federal courts of the United States, and you waive any jurisdictional, venue, or inconvenient forum objections to such courts.

16.2. Dispute resolution and mandatory Arbitration

16.2.1. This Section includes an arbitration agreement and an agreement that all claims will be brought only in an individual capacity (and not as a class action or other representative proceeding). Please read it carefully. You may opt out of the arbitration agreement by following the opt-out procedure described below.

16.2.2. Informal Process First. You agree that in the event of any dispute between you and Artgentic, you will first contact Artgentic and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation any court action.

16.2.3. Arbitration Agreement. After the informal dispute resolution process any remaining dispute, controversy, or claim (collectively, "Claim") relating in any way to your use of Artgentic's services and/or products, including the Services, or relating in any way to the communications between you and Artgentic or any other user of the Services, will be finally resolved by binding arbitration. This mandatory arbitration agreement applies equally to you and Artgentic. However, this arbitration agreement does not (a) govern any Claim by Artgentic for infringement of its intellectual property or access to the Services that is unauthorized or exceeds authorization granted in these Terms or (b) bar you from making use of applicable small claims court procedures in appropriate cases. If you are an individual, you may opt out of this arbitration agreement within thirty (30) days of the first date you access or use these Services by following the procedure described below. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision and that you and Artgentic are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision will survive any termination of these Terms. If you wish to begin an arbitration proceeding, after following the informal dispute resolution procedure, you must send a letter requesting arbitration and describing your claim to: Artgentic Inc., 262 Chapman Rd, Ste 240, Newark, DE 19702, USA, Email Address: legal@vendy.ai. We each agree that any claim or dispute between us, and any claim by either of us against any agent, employee, successor, or assign of the other, including, to the full extent permitted by applicable law, third parties who are not signatories to this agreement, whether related to this agreement or otherwise, including past, present, and future claims and disputes, and including any dispute as to the validity or applicability of this arbitration clause, shall be resolved by binding arbitration administered by the New York International Arbitration Center (or "NYIAC") under its rules and procedures in effect when the claim is filed. The rules and procedures and other information, including information on fees, may be obtained from the NYIAC website (https://nyiac.org/) or by calling NYIAC at +1 917 300 9550. The arbitrator, and not any federal, state, or local court, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, unconscionability, arbitrability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this arbitration agreement is void or voidable. However, the preceding sentence will not apply to the "Class Action Waiver" section below. If you do not want to arbitrate disputes with Artgentic and you are an individual, you may opt out of this arbitration agreement by sending an email to legal@vendy.ai within thirty (30) days of the first of the date you access or use the Services.

16.3. Class action waiver. TO THE EXTENT ALLOWED BY LAW, WE EACH WAIVE ANY RIGHT TO PURSUE DISPUTES ON A CLASSWIDE BASIS; THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION OR OTHER PROCEEDING. Any Claim must be brought in the respective party's individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiffs, or similar proceeding ("Class Action"). The parties expressly waive any ability to maintain any Class Action in any forum. If the Claim is subject to arbitration, the arbitrator will not have the authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The parties understand that any right to litigate in court, to have a judge or jury decide their case, or to be a party to a class or representative action, is waived and that any claims must be decided individually, through arbitration. If this class action waiver is found to be unenforceable, then the entirety of the Arbitration Agreement, if otherwise effective, will be null and void. The arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If for any reason a claim proceeds in court rather than in arbitration, you and Artgentic each waive any right to a jury trial. To the extent allowed by law, we each waive any right to trial by jury in any lawsuit, arbitration, or any other proceeding. If a counter-notice is received by Artgentic's Copyright Agent, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it. Unless the original complaining party files an action seeking a court order against the Content Provider, member, or user, the removed content may be replaced, or access to it restored, in ten business days or more after receipt of the counter-notice, at Artgentic's sole discretion. Please understand that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad-faith allegation by using this process.

16.4. Miscellaneous. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Section headings used in these Terms are for convenience only and shall not be given any legal import. Except where specifically stated otherwise, if any part of these Terms of Use is unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between us with respect to such subject matter. You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent. Any such purported assignment or delegation by you without the appropriate prior written consent will be null and void and of no force and effect. We may assign these Terms of Use or any rights hereunder without your consent and without any notice.