1. Introduction

Welcome and thank you for choosing Aiuta, Inc. (“Aiuta”), the AI Operating System for the fashion industry. These Terms of Service (the "Terms") encompass all products and services related to Aiuta’s digital ecosystem and creative generation technology, including all apps, APIs, websites, platforms, technology modules, virtual try-on (“VTO”), studio web and mobile (“Studio”), stylist advice (“AI Stylist”), and all related services and support (products and services collectively, the “Services”), and form a legally binding agreement that governs your access to and use of our Services. By using our Services, you agree to these Terms. If you do not agree, you may not use the Services.

Our Services are provided by Aiuta, Inc. a company incorporated in the United States of America with its registered office located at 850 New Burton Road, Suite 201, Dover, Delaware, 19904.

2. Acceptance of Terms

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms, as well as our Privacy Policy. If you are using the Services on behalf of an organization, you represent that you have authority to bind that organization to these Terms.

3. Aiuta’s Commitment to Users

We will provide our Services with reasonable skill, care, and professionalism. However, we do not guarantee the Services will always be available or remain unchanged. While we aim to minimize interruptions and will notify you in advance of planned maintenance when possible, uninterrupted access cannot be guaranteed. We are not responsible for outages or issues beyond our control, such as internet failures or force majeure.

We may update or modify the Services for technical, legal, or security reasons, and will give reasonable notice of significant changes unless urgent action is required. All warranties, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are disclaimed. We are not responsible for the accuracy or legality of third-party content.

Nothing in these Terms limits your statutory rights or our liability where it would be unlawful to do so. We may be liable for damages resulting from intentional acts or gross negligence amounting to intentional acts, for injury to life, body or health, for any guarantees we have expressly given, and under any applicable mandatory product liability laws. For other damage caused by simple negligence, we are only liable where we breach an essential contractual obligation, that is, an obligation which must be fulfilled to enable the proper performance of this contract; in this case, our liability is limited to typical, foreseeable damage. We are not liable for delays or failures to perform caused by circumstances outside our reasonable control, such as natural disasters, strikes, war, pandemics, acts of terrorism, government actions, or interruptions of utilities, provided we have not acted with intent or gross negligence and your mandatory statutory rights remain unaffected. If you are an EEA‑based consumer, you continue to benefit from all applicable rights and remedies under the consumer protection laws of your country of residence, which are not restricted by this clause.

4. User Responsibilities

As a user, you agree to use the Services solely for lawful purposes and in accordance with these Terms and, to the extent that they exist, any other agreements that you may have with Aiuta. You must provide accurate and complete information to register for an account to use Services that require an account. You may not share your account credentials or make your account available to anyone else and are responsible for all activities that occur under your account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf.

You must never submit any personal information of children under the age of 13, or under the applicable age of digital consent in your jurisdiction. If you are under 18, you must have your parent or legal guardian’s permission to use the Services.

You may not use our Services for any illegal, harmful, or abusive activity. For example, you are prohibited from:

• Using our Services in a way that infringes, misappropriates or violates the rights of any individual or entity;
• Using the Services to prepare, arrange or carry out illegal activities;
• Distributing or uploading any pornographic, obscene, immoral, racist, violent, defamatory or offensive material whether or not legally permissible under any jurisdiction.
• Using, uploading, or distributing or otherwise making accessible on our platforms, any harmful content targeting or depicting minors. Harmful content means any content that may impair the physical, mental, moral, or social development of individuals under 18 years of age, including sexually explicit material involving minors, grooming behaviour, graphic violence, promotion of self-harm, exploitation, bullying, or manipulative images targeting children.
• Modifying, copying, leasing, selling or distributing any of our Services;
• Disseminating images of persons without their consent or otherwise infringe upon the personal rights of third parties;
• Attempting to or assisting anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law);
• Automatically or programmatically extracting data or Output (defined below);
• Using Output to develop models that may be used to compete with Aiuta;
• Interfering with or disrupting our Services, including circumventing any rate limits or restrictions or bypassing any protective measures or safety mitigations we put on our Services.

5. Content and Intellectual Property

The Services, including all technology, AI models, software, code, algorithms, apps, user interfaces, and related documentation, as well as all improvements, modifications, and derivative works thereof (collectively, “Platform IP”), are and shall remain the exclusive property of Aiuta and its affiliates, and are protected by copyright, trademark, trade secret and other intellectual property laws. Subject to your continued compliance with these Terms, Aiuta grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Services and their content solely for your individual or internal business purposes and only as expressly permitted by these Terms or any other agreement between you and Aiuta. This license is limited to the term of your agreement with Aiuta and continued compliance with these Terms and does not grant you any ownership rights or any right to use the Platform IP beyond what is expressly authorized herein.

Unless otherwise agreed in writing between you and Aiuta, you retain all intellectual property and proprietary rights in and to the content, data, or materials that you provide as input during your use of the Services (“Input”) and, to the extent permitted by law, the output generated by your use of the Services (“Output”). By submitting Input and using the Services, you hereby grant Aiuta a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, modify, display, distribute, and otherwise exploit such Input and Output as necessary to provide, maintain, develop, and improve our Services, comply with applicable law, enforce our terms and policies and keep our Services safe. Notwithstanding the foregoing, Aiuta does not use Input or Output collected through its Virtual Try-On demo experiences or landing pages to train, retrain, or otherwise improve its AI models, except to the limited extent necessary to provide the requested demo session, ensure security, and comply with applicable law. We take stringent measures to ensure that de-identified information remains anonymous and cannot be reidentified. Wherever possible, data/images are anonymized or irreversibly transformed before they are included in AI training datasets to minimize the risk to your privacy. Once data is anonymized in accordance with GDPR standards, it is no longer classified as Personal Data. If you do not want us to use your Input and Output to train our AI models, you have the option to opt out by updating your account settings. Please note that in some cases this may limit the ability of our Services to better address your specific use case.

You represent and warrant that you have all necessary rights, licenses, and consents to provide Input and to grant the rights described above, and that your Input and use of the Services will not infringe, misappropriate, or otherwise violate any third-party rights, including intellectual property or proprietary rights. You are solely responsible for ensuring that all content you upload or generate complies with applicable laws and does not infringe on or violate the rights of others. If you are a user in the EEA, applicable laws also include EU and national laws.

Output generated by the Services may incorporate or rely upon third-party materials or data sets that are subject to separate license terms, including open source licenses. You are responsible for reviewing and complying with any such third-party license terms applicable to your use of the Output. Any feedback, suggestions, ideas, or other information you provide to Aiuta regarding the Services (“Feedback”) may be used by Aiuta without restriction, attribution, or compensation to you, and you hereby assign all right, title, and interest in such Feedback to Aiuta. All rights not expressly granted herein are reserved by Aiuta and its affiliates or licensors.

If you believe that either Aiuta’s or your intellectual property rights have been infringed, please send notice to legal@aiuta.com. We may delete or disable content alleged to be infringing and may terminate accounts of repeat infringers.

6. Payment Terms

We offer the basic versions of our apps free of charge.

If you are a legal entity (natural person or corporate entity), for purposes of concluding a contract for the purchase of our Services for business or commercial use, all matters relating to pricing, payment schedules, invoicing, refunds, penalties for late payment, and any other applicable financial or transactional terms shall be governed exclusively by a separate written agreement or order form entered into between you (or your organization) and Aiuta. Such agreement will set forth the specific terms and conditions applicable to your purchase and use of the paid Services, and shall control in the event of any conflict with these Terms. Unless expressly stated otherwise in the applicable agreement, all fees are non-refundable and all payments must be made in accordance with the terms set forth therein. Aiuta reserves the right to suspend or terminate access to the Services in the event of non-payment or other breach of the applicable payment terms. You are responsible for all taxes, levies, or duties imposed by taxing authorities in connection with your purchase and use of the Services, excluding taxes based solely on Aiuta’s income.

7. Service Scope and Deliverables

Aiuta provides artificial intelligence-powered services that generate outputs based on user input. Due to the evolving nature of AI and machine learning, outputs may sometimes be inaccurate or incomplete. Users should evaluate the accuracy of outputs, including by using human review as appropriate for their use case.

8. Confidentiality and Data Privacy

Your privacy is important to us. Please review our Privacy Policy for information on how we collect, use, and protect your personal data in accordance with applicable laws, including the GDPR where relevant. These Terms incorporate our Privacy Policy by reference.

9. Complaint Handling

Any user and consumer may submit a complaint regarding content believed to be illegal or in violation of applicable law through our Complaint Handling Mechanism (Annex B).

10. Dispute Resolution

Unless otherwise agreed in writing, any dispute arising from or relating to these Terms or the Services shall be submitted to the laws and jurisdiction where you are a resident. Before initiating any formal proceedings, we encourage you to contact us to attempt to resolve the matter amicably.

If we or you delay enforcing any provision of these Terms, either of us can still enforce it later, and it will not prevent us or you from taking steps against the other at a later date. If any part of these Terms is determined to be invalid or unenforceable, it will not affect the enforceability of any other part of these Terms.

11. Termination

You may terminate your use of the Services and end your relationship with Aiuta at any time by closing your account and discontinuing use of the Services.

Aiuta reserves the right to restrict, suspend, or terminate your access to the Services or to close your account if, acting reasonably and objectively, we determine that you have breached these Terms, we are required to do so by law, your use of the Services may pose a risk or cause harm to Aiuta, our users, or others, or your account has been inactive for over one year and is not associated with a paid subscription.

If we terminate your account, we will make reasonable efforts to notify you in advance so that you may export your content or data from the Services, unless we reasonably believe that continued access would cause harm to Aiuta or others, it is not appropriate to provide notice, or we are legally prohibited from doing so.

Upon termination of your account, personal data will be handled in accordance with our Privacy Policy, subject to applicable legal retention obligations.

If you are a consumer using a paid subscription based in the European Economic Area (EEA), please read the pricing transparency provisions here (Annex A).

Please contact legal@aiuta.com for further information regarding consumer/user rights in the EEA.

12. Compliance with Laws

You agree to comply with all applicable local, state, national, and international laws and regulations in connection with your use of the Services, including data protection and privacy laws such as the GDPR where applicable.

13. Beta Services

If you access beta or experimental features, you acknowledge that these are provided "as is" and may be unstable or incomplete. Use of beta features is at your own risk, and Aiuta disclaims all warranties related to such features. Beta terms supplement these Terms and may override them in case of conflict.

14. Third-Party Services

Any third-party software, products, or services used in connection with Aiuta are subject to their own terms. Aiuta is not responsible for third-party products or services.

15. Changes to Terms

We may update these Terms and our Services from time to time. Changes to the Terms will be posted on this page with an updated effective date. Continued use of the Services after changes constitutes acceptance of the new Terms.

16. Contact

For questions about these Terms, contact us at legal@aiuta.com.

Business Addendum

For business or commercial use of the Services, the following terms apply and shall take precedence over any conflicting provisions in the Terms. The provisions of this Business Addendum shall control unless the parties agree otherwise in writing.

1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER AIUTA NOR ANY OF ITS AFFILIATES, LICENSORS, OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF AIUTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL AIUTA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100). THESE LIMITATIONS APPLY ONLY TO THE EXTENT PERMITTED BY LAW. CERTAIN JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASES, AIUTA’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY THE LAWS OF YOUR COUNTRY OR STATE OF RESIDENCE. AIUTA’S AFFILIATES, SUPPLIERS, LICENSORS, AND DISTRIBUTORS ARE INTENDED THIRD-PARTY BENEFICIARIES OF THIS ADDENDUM.

2. Indemnification

If you are a business or organization, to the extent permitted by law, you agree to indemnify, defend, and hold harmless Aiuta, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Services, or any violation of these Terms.

3. Governing Law

This Addendum, and any disputes arising out of or relating to it, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any claims or actions arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in New Castle County, Delaware.

Annex A — For Paid Services

1. Pricing Transparency

1.1 All prices for the services are clearly displayed, unless it is specifically stated otherwise.

1.2 Before the User completes an order, the following information will be provided:

• The total price of the Service, including all taxes and fees;
• The billing frequency, such as monthly or annual;
• Any additional charges, including optional add-ons;
• The duration of the contract, if applicable;
• The conditions for termination.
  • There are no hidden fees. Any changes to pricing will be communicated to the User in advance.

2. When a User Is a Consumer

The following are examples of when a User qualifies as a consumer:

• Purchasing a SaaS (Software as a Service) subscription for personal use;
• Using a virtual fashion try-on app for private shopping;
• Buying digital content for home use;
• Subscribing to a streaming service or an AI tool for hobby purposes.

Even if the person is a freelancer or business owner, they qualify as a consumer if the contract is unrelated to their professional activity.

3. Right to Withdrawal from Subscription

If you are a consumer in the European Union, you have the right to cancel your subscription within 14 days without giving any reason.

The 14-day period starts on the day your paid subscription is activated.

By subscribing to our paid Services, you request immediate access and acknowledge that you lose your right of withdrawal once the service begins.

Where required by law, we will ask for your express consent and confirmation that you understand this consequence before the service begins.

Subscriptions via Apple App Store or Google Play

If you purchased your subscription through the Apple App Store or Google Play, billing and refunds will be handled by the platform provider.

• You can manage or cancel your subscription through your Apple App Store or Google Play account settings.
• Refund requests may need to be submitted directly to the Apple App Store or Google Play in accordance with their policies.

However, this does not affect your rights, including the right to withdrawal under applicable EU regulations.

How to Exercise Your Right of Withdrawal

To cancel within the 14-day period, you may contact us at legal@aiuta.com and provide us with the following information:

• State that you wish to withdraw from your agreement with Aiuta and will no longer require or request services;
• Provide your name and address;
• Electronically sign your name between two backslashes (e.g. /full name/); and
• Provide the current email/contact details.

We will confirm receipt of your request without delay.

4. Refund Conditions

4.1 Refunds shall be granted:

• Where required under applicable consumer law;
• Where the Service cannot be provided as agreed;
• Where withdrawal rights are validly exercised;
• Where mandatory legal guarantees apply.

Refunds will be made within 14 days of receipt of your request, using the original payment method, unless otherwise agreed.

If the subscription was purchased through Apple App Store or Google Play, refunds will be processed through those platforms, subject to their applicable Terms and Conditions.

4.2 Refunds shall not be granted for:

• Services already fully performed after a valid waiver of withdrawal rights;
• Periods of Service already used;
• Minor service interruptions that do not materially affect functionality.

4.3 Nothing in these Terms shall limit mandatory consumer rights under EU law.

5. Auto-Renewal and Subscription Terms

5.1 Automatic Renewal of Subscription Services

Subscription Services will automatically renew at the conclusion of each billing cycle unless the user cancels the subscription before the renewal date.

5.2 Pre-Purchase Information for Users

Before purchasing a subscription, users will be clearly informed about the following details:

• The duration of the subscription.
• The frequency at which the subscription renews.
• The price charged for each renewal.
• The procedure for withdrawal from subscription.
• The procedure for cancelling the subscription.

5.3 Cancellation of Auto-Renewal

Users may cancel the auto-renewal feature at any time through their account settings or by reaching out to legal@aiuta.com. Unless otherwise required by law, the cancellation will become effective at the end of the current billing period.

5.4 Renewal Reminders

Renewal reminders will be provided in advance for long-term subscriptions when required by applicable law.

Annex B — Complaint Handling Mechanism

We provide easy-to-use online tools so anyone can let us know if something on our platform might be illegal. You may send notice to us at legal@aiuta.com.

If you want to send us a notice, please include:

• An explanation of what the content is and why you think it is illegal.
• The exact spot online (like the URL) where the content is.
• Your contact info.
• A statement that everything you have told us is true to the best of your knowledge.

Once we get your complaint:

• We will confirm the receipt of your complaint.
• We will review your notice promptly and fairly.
• If needed, we’ll remove or block access to the content in question.

When we take action in any of the following circumstances:

• Content is removed, or access to content is disabled.
• A user account is suspended or restricted.
• Access is terminated.

The affected user will receive a clear and specific statement of reasons for the action taken, unless providing such a statement is not allowed by law.

You may challenge our decision within six months of the initial decision. Our Complaints will be reviewed in a timely, objective, and non-discriminatory manner. Users may also seek certified out-of-court dispute settlement where applicable.

We reserve the right to suspend or terminate accounts of users who repeatedly provide illegal content as specified in our Terms of Service.

We publish and periodically update information on our complaint moderation policies and, where applicable, transparency reports.

We will take appropriate measures against unfounded complaints, abuse of reporting mechanisms and bad-faith complaints.

We will review your complaint quickly, fairly, and without any discrimination.