The following End User License Agreement / General Terms and Conditions (“EULA” or “GTC”) apply to the use of the mobile applications and browser extension “Aiuta” (hereinafter “App”) of Aiuta USA, Inc, 850 New Burton Road, Suite 201, Dover, DE, 19904 (hereinafter “Aiuta”).
Any conflicting or deviating terms and conditions of the user shall not be binding unless we expressly agree to them in writing.

0. Beta Services

This Section governs your use of services or features that Aiuta offers on an alpha, preview, early access, or beta basis (“Beta Services”). Beta Services are offered “as-is” to allow testing and evaluation.

Aiuta makes no representations or warranties for Beta Services, including any warranty that Beta Services will be generally available, uninterrupted or error-free, or that Content will be secure or not lost or damaged. Except to the extent prohibited by law, Aiuta expressly disclaims all warranties for Beta Services, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

1. Our App

1.1 The App allows you to virtually try-on various styles and trends, request styling advice, upload individual photos, save outfits in personal lists and explore items for purchase (“Services”). As a fashion community, Aiuta offers a platform to exchange ideas about fashion with other users, to follow them, to share and discuss outfits and individual pieces with them, to follow one's favorite brands and bloggers, and to create and consume various media fashion messages in a simple and uncomplicated way.

1.2 The basic offer of the app is free of charge.

1.3 The App is provided for mobile devices (smartphone or tablet) with a current iOS or Android operating system in English (“Mobile App”). An internet connection is required to use the App, for which the telecommunications provider selected by the user may charge a separate fee. The App is also accessible to a limited extent via a web browser extension (“Extension”).

1.4 The Mobile App may be downloaded to the user's end device via the Apple App Store or Google Play distribution platforms. Prior registration may be required for the use of these distribution platforms and the terms and conditions of the respective platform provider apply.

2. Term, Registration and Termination

2.1 These Terms take effect when you first use the Services and remain in effect until terminated. You may terminate these Terms at any time for any reason by discontinuing the use of the Beta Services and/or the Services and Content. We may terminate these Terms immediately upon notice to you if you materially breach any portion of the Terms, if there are changes in relationships with third party technology providers outside of our control, or to comply with law or government requests. We may suspend your access to the Services if you do not comply with these Terms, if your use poses a security risk to us or any third party, or if we suspect that your use is fraudulent or could subject us or any third party to liability.

2.2 Upon termination, you will stop using the Beta Services and/or the Services and you will promptly return or, if instructed by us, destroy any Confidential Information.

2.3 When using the App you may be required to register. If you have not already used the App, the Beta Services, and/or the Services, registering will create a contract of use between you and Aiuta as soon as you click on the “Register”or “Sign-up”button and thereby complete the registration. These GTC will govern that contract, along with our Privacy Policy, and other policies or amendments we make thereto from time to time. The App, the Beta Services, and/or the Services of Aiuta are aimed exclusively at users over the age of 13. Users under the age of 18 require the consent of their parents or legal guardians.

2.4 Aiuta offers various registration options from which you can choose. You may register either by using your email address or by using a third party login service, e.g. Apple or Google, using your account there. By registering using a login service, you allow us access to certain contents of your account. You can set the scope of this access in individual cases during registration and in the settings of your account. You will find further information in the respective terms of use and privacy policy of your registration service.

2.5 Any data you provide must be truthful, complete, and your data to share. You may not share the confidential or personal information of others with the App, the Beta Services, and/or the Services. These rules apply at any point during your interaction with the App, the Beta Services, and/or the Services, including upon registration and use. In the case of information marked as voluntary, you are free to decide whether you wish to provide this information. You need to choose a user name and a valid e-mail address.

2.6 You may not create more than one account to benefit from the Beta Services and/or the Services provided in the free tier of the App. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Beta Services and/or the Services.

3. Availability and Warranty

3.1 Aiuta endeavors to keep the App available without interruption as much as possible and will make commercially reasonable efforts to do so. However, it is technically impossible to guarantee uninterrupted accessibility. In particular, Aiuta is not responsible for internet/network downtimes and especially not for downtimes in which the App is not available due to technical or other problems beyond Aiuta's control (e.g. force majeure, third parties, etc.). Except with respect to the Beta Services, if possible, you will be informed in advance about planned maintenance work that restricts availability. Once again, with respect to the Beta Services, Aiuta expressly disclaims all warranties for Beta Services, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealing or usage of trade.

3.2 Aiuta reserves the right to expand or modify the App, in particular if this serves technical progress, appears necessary for legal reasons or to prevent misuse. Except with respect to the Beta Services, in the event of significant changes that restrict the scope of functions or the discontinuation of functions, we will inform you in advance with a reasonable period of notice, unless the change is urgently required to prevent misuse, to respond to legal changes, official or court orders or to ensure the security and functionality of the App.

3.3 Aiuta assumes no responsibility for the accuracy, legality, completeness and timeliness of third party content (including other users), in particular for the content and information on third party websites referred to via links from the App.

3.4 It is technically impossible for Aiuta to verify the identity of its users. Therefore, Aiuta does not assume any liability for the correct identity of its users.

3.5 Aiuta, the App, the Beta Services, and/or the Services may refer you via a link or deep link to third party websites or apps where you may be asked to make purchases, share information, or otherwise interact with the third party. You are responsible, and Aiuta specifically disclaims any liability for your relationship or interactions with such third parties. You may be subject to additional terms and conditions, privacy policies, or other policies, and you are solely responsible for any obligations or liabilities that may arise from your interaction with such third parties. Please only utilize such links at your own discretion.

3.6 Aiuta is not required to improve or update the App or to provide certain content and features in the relevant App, except to the extent required by statutory law.

4. Content

4.1 You are granted a simple, revocable license, limited to the term of the contract, to the App and the content provided within the App by Aiuta or third parties exclusively for the contractual use of the App and for the use of this content within the framework of the App and its functionalities, including the sharing function. You will comply with these Terms and all applicable laws when using the Beta Services and/or the Services. We and our affiliates own all rights, title, and interest in and to the Beta Services and/or the Services. This license does not cover any further use.

4.2 You may provide input to the Beta Services and/or the Services (“Input”), and receive output generated and returned by the Beta Services and/or the Services based on the Input (“Output”). Input and Output are collectively “Content.” As between the parties and to the extent permitted by applicable law, you own all Input. Subject to your compliance with these Terms, Aiuta hereby owns all Output. This means you are not allowed to use Output for any purpose, including commercial purposes such as sale or publication. Aiuta may use Content to provide and maintain the Beta Services and/or the Services, comply with applicable law, and enforce our policies.

4.3 Artificial intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve the Beta Services and/or the Services to make them more accurate, reliable, safe and beneficial. Given the probabilistic nature of machine learning, use of the Beta Services and/or the Services may in some situations result in incorrect Output that does not accurately reflect real clothes items, faces, or body proportions. You should evaluate the accuracy of any Output as appropriate for your use case, including by using human review of the Output.

4.4 You grant Aiuta a non-exclusive, transferable, sub-licensable and worldwide license to reproduce, publicly reproduce and make available the content uploaded by you, including any Input, via the App and to edit it as necessary. With regard to individual parts posted by you, the license is unlimited in time. This license is limited to the purpose of providing the App and its functionalities and promoting Aiuta and the App through our website and social media presence, such as Facebook, Instagram, TikTok or in online advertisements.

4.5 For all content uploaded by you, including any Input, via the App, you are responsible for ensuring that you are sufficiently authorized to use and license it to Aiuta and that no third party rights prevent the use of the Content.

4.6 Output generated by generation features of the App may be subject to third party licenses, including, without limitation, open source licenses.

4.7 We appreciate feedback, comments, ideas, proposals and suggestions for improvements. If you provide any of these things, we may use it or them without restriction or compensation to you. For the avoidance of doubt, any feedback, comments, ideas, proposals and suggestions you make regarding the App, the Services or the Beta Services will be treated as property of Aiuta.

4.8 You may not (i) use the Beta Services and/or the Services in a way that infringes, misappropriates or violates any person's rights; (ii) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems of the Beta Services and/or the Services (except to the extent such restrictions are contrary to applicable law); (iii) use output from the Beta Services and/or the Services to develop models that compete with Aiuta; or (iv), send us any personal information of children under 13 or the applicable age of digital consent. You will comply with any rate limits and other requirements in our documentation. You may use the Beta Services and/or the Services only in geographies currently supported by Aiuta.

4.9 Any third party software, the Beta Services and/or the Services, or other products you use in connection with the Beta Services and/or the Services are subject to their own terms, and we are not responsible for third party products.

5. Community Standards

5.1 You shall behave respectfully towards other users at all times when using the App. This App maintains a zero-tolerance policy towards objectionable content and abusive behavior. In particular, it is prohibited to:

Users found engaging in any of the above activities are subject to immediate account suspension or termination, at the sole discretion of the App administrators, in addition to any legal consequences that may result from such actions.

5.2 In the event of violations of the GTC, Aiuta may, in its sole discretion, temporarily or permanently block you and/or delete individual content uploaded by you. Further claims of Aiuta remain unaffected by this.

6. Indemnification

6.1 You will defend, indemnify, and hold harmless us, our affiliates, and our personnel, from and against any claims, losses, and expenses (including attorneys' fees) arising from or relating to your use of the Beta Services and/or the Services, including your Content, products or services you develop or offer in connection with the Beta Services and/or the Services, and your breach of these Terms or violation of applicable law.

7. Liability of Aiuta

7.1 Disclaimer. THE BETA SERVICES AND/OR SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS MAKE NO WARRANTIES (EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE BETA SERVICES AND/OR SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE BETA SERVICES AND/OR THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

7.2 Limitations of Liability. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

8. Confidentiality & Data Protection

8.1 You may be given access to Confidential Information of Aiuta, its affiliates and other third parties. You may use Confidential Information only as needed to use the Beta Services and/or the Services as permitted under these Terms. You may not disclose Confidential Information to any third party, and you will protect Confidential Information in the same manner that you protect your own confidential information of a similar nature, using at least reasonable care. Confidential Information means nonpublic information that Aiuta or its affiliates or third parties designate as confidential or should reasonably be considered confidential under the circumstances, including software, specifications, and other nonpublic business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no fault of yours; (ii) you already possess without any confidentiality obligations when you received it under these Terms; (iii) is rightfully disclosed to you by a third party without any confidentiality obligations; or (iv) you independently developed without using Confidential Information. You may disclose Confidential Information when required by law or the valid order of a court or other governmental authority if you give reasonable prior written notice to Aiuta and use reasonable efforts to limit the scope of disclosure, including assisting us with challenging the disclosure requirement, in each case where possible.

8.2 You must implement reasonable and appropriate measures designed to help secure your access to and use of the Beta Services and/or the Services. If you discover any vulnerabilities or breaches related to your use of the Beta Services and/or the Services, you must promptly contact Aiuta at support@aiuta.com and provide details of the vulnerability or breach.

8.3 If you use the Beta Services and/or the Services to process personal data, you must provide legally adequate privacy notices and obtain necessary consents for the processing of such data, and you represent to us that you are processing such data in accordance with applicable law.

8.4 Information on the collection and processing of personal data can be found in the App settings and under Privacy Policy.

9. Withdrawal Right

9.1 As a consumer, you are entitled to a right of withdrawal from your contract for the free version of the App. You will find the corresponding instructions of withdrawal in the Annex.

10. Final Provisions

10.1 We may amend these Terms from time to time by posting a revised version on the website, or if an update materially adversely affects your rights or obligations under these Terms we will provide notice to you either by emailing the email associated with your account or providing an in-product notification. Those changes will become effective no sooner than 30 days after we notify you. All other changes will be effective immediately. Your continued use of the Beta Services and/or the Services after any change means you agree to such change.

10.2 If you are a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising from contractual relationships between you and us is the registered office of Aiuta USA, Inc (Dover, DE, US).

10.3 These Terms do not create a partnership, joint venture or agency relationship between you and Aiuta or any of Aiuta's affiliates. Aiuta and you are independent contractors and neither party will have the power to bind the other or to incur obligations on the other's behalf without the other party's prior written consent.

10.4 You may not use Aiuta's or any of its affiliates' names, logos, or trademarks, without our prior written consent.

10.5 The Beta Services and/or the Services were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.

10.6 You may not assign or delegate any rights or obligations under these Terms, including in connection with a change of control. Any purported assignment and delegation shall be null and void. We may assign these Terms in connection with a merger, acquisition or sale of all or substantially all of our assets, or to any affiliate or as part of a corporate reorganization.

10.7 All notices will be in writing, including by email. We may notify you using the registration information you provided or the email address associated with your use of the Beta Services and/or the Services. Service will be deemed given on the date of receipt if delivered by email or on the date sent via courier if delivered by post. Aiuta accepts service of process at this address: Aiuta USA, Inc., DOVER, DE, 19904, 850 NEW BURTON ROAD, SUITE 201, Attn: legal@aiuta.com.

10.8 If you do not comply with these Terms, and Aiuta does not take action right away, this does not mean Aiuta is giving up any of our rights. Except as provided in the “Liability of Aiuta” section, if any part of these Terms is determined to be invalid or unenforceable by a court of competent jurisdiction, that term will be enforced to the maximum extent permissible and it will not affect the enforceability of any other terms.

10.9 The Beta Services and/or the Services may not be used in or for the benefit of, exported, or re-exported (a) into any U.S. embargoed countries (collectively, the “Embargoed Countries”) or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals, any other restricted party lists (existing now or in the future) identified by the Office of Foreign Asset Control, or the U.S. Department of Commerce Denied Persons List or Entity List, or any other restricted party lists (collectively, “Restricted Party Lists”). You represent and warrant that you are not located in any Embargoed Countries and not on any such restricted party lists. You must comply with all applicable laws related to Embargoed Countries or Restricted Party Lists, including any requirements or obligations to know your end users directly.

10.10 You acknowledge that if you violate or breach these Terms, it may cause irreparable harm to Aiuta and its affiliates, and Aiuta shall have the right to seek injunctive relief against you in addition to any other legal remedies.

10.11 These Terms and any policies incorporated in these Terms contain the entire agreement between you and Aiuta regarding the use of the Beta Services and/or the Services and, other than any Service specific terms of use or any applicable enterprise agreements, supersedes any prior or contemporaneous agreements, communications, or understandings between you and Aiuta on that subject.

10.12 These Terms will be governed by the laws of New York, excluding New York's conflicts of law rules or principles. Except as provided in the “Dispute Resolution” section, all claims arising out of or relating to these Terms will be brought exclusively in the federal or state courts of San Francisco County, California, USA.

11. Complaint Management

11.1 If you believe that third party content or the conduct of any other user infringes your rights, you may send us a notice to feedback@aiuta.com.

11.2 If an unlawful act or information becomes evident from your complaint, Aiuta will make your complaint available to the third party/user and ask the third party/user for a statement. If the third party/user does not refute your complaint, Aiuta will remove the content within the scope of its technical possibilities or take measures against the user.

12. Dispute Resolution

YOU AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

(a) MANDATORY ARBITRATION. You and Aiuta agree to resolve any past or present claims relating to these Terms or our the Beta Services and/or the Services through final and binding arbitration, except that you have the right to opt out of these arbitration terms, and future changes to these arbitration terms, by filling out this form within 30 days of agreeing to these arbitration terms or the relevant changes.

(b) Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before filing a claim against Aiuta, you agree to try to resolve the dispute informally by sending us notice at legal@aiuta.com of your name, a description of the dispute, and the relief you seek. If we are unable to resolve a dispute within 60 days, you may bring a formal proceeding. Any statute of limitations will be tolled during the 60-day resolution process. If you reside in the EU, the European Commission provides for an online dispute resolution platform, which you can access at https://ec.europa.eu/consumers/odr.

(c) Arbitration Forum. Either party may commence binding arbitration through ADR the Beta Services and/or the Services, an alternative dispute resolution provider. The parties will pay equal shares of the arbitration fees. If the arbitrator finds that you cannot afford to pay the arbitration fees and cannot obtain a waiver, Aiuta will pay them for you. Aiuta will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(d) Arbitration Procedures. The arbitration will be conducted by telephone, based on written submissions, video conference, or in person in New York or at another mutually agreed location. The arbitration will be conducted by a sole arbitrator by ADR the Beta Services and/or the Services under its then-prevailing rules. All issues are for the arbitrator to decide. The amount of any settlement offer will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any.

(e) Exceptions. This arbitration Section does not require arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Beta Services and/or the Services or intellectual property infringement.

(f) NO CLASS ACTIONS. Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. If for any reason a dispute proceeds in court rather than through arbitration, each party knowingly and irrevocably waives any right to trial by jury in any action, proceeding, or counterclaim. This does not prevent either party from participating in a class-wide settlement of claims.

(g) Mass Filings. If, at any time, 30 or more similar demands for arbitration are asserted against Aiuta or related parties by the same or coordinated counsel or entities (“Mass Filing”), ADR the Beta Services and/or the Services will randomly assign sequential numbers to each of the Mass Filings. Claims numbered 1-10 will be the “Initial Test Cases” and will proceed to arbitration first. The arbitrators will render a final award for the Initial Test Cases within 120 days of the initial pre-hearing conference, unless the claims are resolved in advance or the parties agree to extend the deadline. The parties will then have 90 days (the “Mediation Period”) to resolve the remaining cases in mediation based on the awards from the Initial Test Cases. If the parties are unable to resolve the outstanding claims during this time, the parties may choose to opt out of the arbitration process and proceed in court by providing written notice to the other party within 60 days after the Mediation Period. Otherwise, the remaining cases will be arbitrated in their assigned order. Any statute of limitations will be tolled from the time the Initial Test Cases are chosen until your case is chosen as described above.

(h) Severability. If any part of this Section is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow Mass Filing or class or representative arbitration, this Section will be unenforceable in its entirety. Nothing in this Section will be deemed to waive or otherwise limit the right to seek public injunctive relief or any other non-waivable right, pending a ruling on the substance of such claim from the arbitrator.

Annex

Instructions on withdrawal

Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day of the conclusion of the contract.

To exercise the right of withdrawal, you must inform us (Aiuta USA, Inc., DOVER, DE, 19904, 850 NEW BURTON ROAD, SUITE 201, Email: legal@aiuta.com) of your decision to withdraw from this contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). You may use the attached model withdrawal form, but it is not obligatory.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

Effects of withdrawal

If you withdraw from this contract, we shall reimburse to you all payments received from you, without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.