Bria Terms of Use

These terms of use, together with any other agreements or terms incorporated by reference, including our
"Privacy Policy" (available here) (the "Terms") set forth the basis on which you are permitted to access
and use the website located at Bria.ai and any other platform on which we might offer our services,
including, without limitation, any patches, revisions, updates, upgrades or replacement thereto and
associated services (the “Platform”) provided to you by Bria Artificial Intelligence Ltd. ("we" or
Company”).
These Terms constitute a binding and enforceable legal contract between Company and you. By accessing
or using the Platform or Services in any manner, you acknowledge that you have read, understood, and
agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or another
legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms,
in which case the term “You” will refer to such entity and its affiliates. If you do not agree with these
Terms, you must not accept these Terms or use the Services.

Definitions

  • “Account” means an online account registered by you for the purpose of accessing and using
    the Platform and Services, including API access credentials and authentication tokens.

  • “Services” means features, tools and functionalities made available to users through Bria’s
    Platform, including demonstration access to image creation demonstration tools and video
    editing features, sample workflows, technical documentation, and information about Bria’s
    technology, as provided through the Platform interface.

The Services

  • The Platform provides users with demonstration access to image creation and video editing
    features, sample workflows, and technical documentation and specifications, implementation
    guides, API documentation, and information about Bria’s proprietary technology, training
    methodologies, and intellectual property framework. Certain Services, including but not
    limited to API access, advanced AI model features, and commercial use rights, are available
    exclusively to users with active paid subscriptions or valid licensing agreements.

  • We may update the Services from time to time at our discretion, including adding or removing
    functions.

Registration and User Account

  • Establishing an Account. The Services made available on the Platform may require you to
    open an Account; you must complete the registration process by providing current, complete
    and accurate information as prompted by the applicable registration form and must keep all
    information in your account, including email address and contact information, up to date.

  • Right to Access. For such time as these Terms are in effect, we hereby grant you a personal,
    limited, non-exclusive, non-assignable, non-sublicensable, revocable right to access and use
    the Services and Platform solely for your own personal and non-commercial use, and provided
    that you comply with the provisions of these Terms. Except for the foregoing right, nothing
    under these Terms grants you any right or licenses to any of the Company’s or third party’s
    intellectual property rights.

  • Account Information. you must safeguard and not disclose your Account username and password and you must supervise the use of such Account. you must provide us accurate and complete information in order to create an Account. you agree to keep your Account
    information up to date and accurate. you ARE SOLELY AND FULLY RESPONSIBLE FOR
    MAINTAINING THE CONFIDENTIALITY AND SECURITY OF THE ACCOUNT
    USERNAMES AND PASSWORDS. you ARE SOLELY AND FULLY RESPONSIBLE FOR
    ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. you must notify us
    immediately of any unauthorized use of your Account or any other breach of security.

  • Purchases Through the Platform. If you make any purchase using the Platform, each such
    purchase will be subject to the terms and conditions mentioned with any purchase, including
    any applicable payment terms, delivery terms, refund policies, and licensing agreements. You
    agree to review and comply with all such terms and conditions before completing any purchase
    transaction.

  • Use of Data. Company may collect and process personal and other usage data, all in accordance
    with the terms detailed in our Privacy Policy.

  • Ability to Accept. The Services are only intended for individuals aged eighteen (18) years or
    older. If you are under 18 years please do not use the Services. If you wish to provide access
    to your Account to any individual which is under the age of 18, then you must make sure his/her
    parent or guardian understand these Terms and specifically giving their consent before using
    the Services.

User Obligations and Restrictions

  • Obligations. In connection with your use of the Services, you agree to comply with all
    applicable laws, rules and regulations, including those regarding data privacy and intellectual
    property rights.

  • License. You grant us a worldwide, non-exclusive license to host, copy and use any
    information or data provided by you to the Company in order to provide you with the Services.
    Subject to this limited license we do not acquire any right in your data and you or your licensors
    retain all rights and ownership to your data. You warrant that you have full rights to provide to
    us any data that you provide through the Services. The Services are not intended to be used as
    storage, backup or archiving services. To the extent relevant, it is your responsibility to back
    up your data and you are responsible for any lost or unrecoverable user data.

  • Use of Demo Tools. Any use of demonstration tools, sample workflows, or other features
    showcasing Bria’s models, products, or Services as made available on the Platform, shall be
    governed by and subject to Bria’s Online Terms and Conditions, as published and updated from
    time to time on the Platform. By accessing or using any such demonstration tools, you
    acknowledge that you have reviewed and agree to comply with the applicable Online Terms
    and Conditions.

  • Restrictions. As a condition to your right to access and use the Services and the Platform, you
    must not misuse the Services. For example, you may not, whether by yourself or anyone on
    your behalf (a) sell, resell, or lease the Services or access or attempt to access the Services by
    any means other than the interface we provided or authorized; (b) circumvent any access or use
    restrictions put into place to prevent certain uses of the Services; (c) use the Services to store,
    share or transmit content which is unlawful, infringing, harmful or which violates any person’s
    rights, including privacy rights and intellectual property rights; (d) attempt to disable, impair,
    or destroy the Services, or Platform; (e) reverse engineer or decompile the Services, attempt
    to do so, or assist anyone in doing so; (f) use outputs generated by the Services to train, develop,
    or improve any other artificial intelligence or machine learning models, whether for your own
    use or for third parties; (g) extract, scrape, or systematically collect data from the Services using automated means; (h) use the Services to generate content that violates any person’s publicity,
    privacy, or data protection rights; (i) remove, obscure, or alter any attribution, watermarks, or
    metadata embedded in Outputs by Company’s attribution technology; or (j) use the Services in
    any manner that could damage, disable, overburden, or impair Company’s infrastructure or
    interfere with any other party’s use of the Services.

  • Linking. The Company permits you to link to the Platform provided that: (i) you link to (but
    do not replicate) any page on this Platform; (ii) the hyperlink text shall accurately describe the
    content as it appears on the Platform; (iii) you shall not misrepresent your relationship with the
    Company or present any false information about the Company, and shall not imply in any way
    that we are endorsing you or any services or products, unless we have given you our express
    prior consent to do so; (iv) you shall not link from a website which prohibits linking to third
    parties; (v) the platform from which you link to the Platform does not contain content that (a)
    is offensive or controversial (both at our discretion), or (b) infringes any intellectual property
    rights; and/or (vi) you, and any such third party platform, comply with these Terms and
    applicable law.

Intellectual Property Rights

  • Retention of Rights. All rights not expressly granted to you under these Terms are reserved
    by Company. We reserve all rights, title and interest to the Services, the Platform and any of
    their related intellectual property rights. These Terms do not convey to you an interest in or to
    Company’s intellectual property rights. Nothing in the Terms constitutes a waiver of
    Company’s Intellectual Property Rights under any law.

  • Use of Content. Content contained as part of the Services and/or displayed on the Platform is
    provided to you for your information and personal use only and may not be used, modified,
    copied, distributed, transmitted, broadcast, displayed, sold, licensed, de-compiled, or otherwise
    exploited for any other purposes whatsoever without our prior written consent. If you download
    or print a copy of the content you must retain all copyright and other proprietary notices
    contained therein. In any event you wish to use, publish, copy, distribute, transmit, broadcast,
    display or otherwise exploit such content, please be in touch with us in order to receive our
    written consent.

  • Feedback. To the extent you provide us any feedback, comments or suggestions ("Feedback"),
    you grant us a royalty-free, fully paid up, worldwide, perpetual and irrevocable license to
    incorporate the Feedback into the Services or any of our current or future products or services.

  • Copyright Policy. We respect the intellectual property rights of others. In accordance with the
    Digital Millennium Copyright Act of 1998 (“DMCA”) and other applicable laws, we have
    adopted a policy of, without notice, restricting access to or deleting content that infringes or
    deemed as infringing a third party’s copyright and, in appropriate circumstances and in our sole
    discretion, terminating account holders or other users of the Services who are deemed to be
    repeat infringers of a third party’s copyrighted work. If you believe that anything on the
    Services infringes any copyright that you own or control, you may file a notice of such
    infringement, in compliance with the requirements of 17 U.S.C. 512(c)(3) to the Company. To
    file a notice of infringement with us, the requirements specified in Title II of the DMCA must
    be fulfilled. The text of this statute can be found at the U.S. Copyright Office website, located
    at: https://www.copyright.gov.

Indemnification.

  • you will indemnify, defend, and hold harmless Company, its affiliates, subsidiaries,
    officers, directors, employees, agents, licensors, data partners, and service providers from and against
    any and all third-party claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to: (a) your use or misuse
    of the Services or Platform; (b) your inputs, outputs, or any content you create, distribute, or publish
    using the Services; (c) your violation of these Terms or any applicable laws, regulations, or third-party
    rights; (d) any claim that your use of the Platform or the Services infringes, misappropriates, or violates
    any intellectual property, privacy, publicity, or other rights of any third party; (e) your breach of any
    representations or warranties made herein; or (f) any negligent or willful misconduct by you or anyone
    using your Account. This indemnification obligation will survive termination of these Terms and your
    use of the Services.

Limitation of Liability

  • IN NO EVENT WILL COMPANY BE LIABLE FOR (I) INCIDENTAL, SPECIAL,
    INDIRECT, OR CONSEQUENTIAL DAMAGES OR (II) LOSS OF PROFITS OR
    REVENUE, LOSS OF DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL,
    IN EACH CASE ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO
    USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF
    LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF COMPANY HAS
    BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • IN NO EVENT WILL COMPANY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES
    ARISING OUT OF OR RELATED TO THESE TERMS OR TO THE PLATFORM OR
    SERVICES EXCEED AN AMOUNT OF US$100.

  • THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY EVEN IF THE
    COMPANY HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE
    POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; EVEN IF ANY REMEDY IN THESE
    TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND REGARDLESS OF THE THEORY
    OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION NEGLIGENCE,
    MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT
    LIABILITY.

  • THESE LIMITATIONS WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
    Some jurisdictions do not allow the exclusion or limitation of incidental or consequential
    damages, or of other damages, and to the extent applicable to you, such exclusions and
    limitations shall not apply. Furthermore, nothing in these Terms shall be deemed to exclude or
    limit liability for death or personal injury resulting from negligence, or for fraud or fraudulent
    misrepresentation.

Term and Termination

  • Term. These Terms commence on the date you first accept them and will remain in effect until
    these Terms are terminated.

  • Termination. You may stop using the Services at any time and you may delete your Account.
    We may suspend or terminate your access to the Services at any time at our discretion and
    without notice if you do not comply with these Terms. If you wish to terminate your account,
    you may do so by providing written notice of termination through the Services and
    subsequently deleting the Services from your device and/or ceasing from entering the
    Planform. If you terminate your Account, your data will be removed from the Service, however,
    deletion may not be immediate and Company may continue keeping your information in its
    records for audits and other administrative purposes.

  • Survival. The provisions of these Terms that, by their nature and content, must survive the
    termination of these Terms in order to achieve the fundamental purposes of these Terms shall
    so survive. Without limiting the generality of the foregoing, the Intellectual Property Rights,
    Disclaimers of Warranties, Limitation of Liability, Governing Law and Jurisdiction and
    General sections, will survive the termination or expiration of the Terms.

Third Party Software.

  • you acknowledge and agree that the Services may include, or require you to
    install and use, certain publicly available software (“Third Party Software”), as specified on the Platform, in the documentation and on the Platform. You agree to be bound by the terms governing
    the Third-Party Software with regards to the use thereof. The Company does not, and shall not, assume
    any responsibility or liability with respect to any Third-Party Software, its integrity, completeness,
    accuracy, reliability and/or quality, and Company does not guarantee or assume any responsibility or
    liability that any such Third-Party Software will function as described by the third party providing it.
    Furthermore, Company does not, and shall not, assume any responsibility or liability to any content
    offered, published, displayed and/or suggested through any Third-Party Software.

  • Compliance and Export Controls. You represent and warrant that: (a) you are not located
    in, organized under the laws of, or ordinarily resident in any country or territory subject to
    comprehensive U.S. economic sanctions; (b) you are not identified on any U.S. government list of
    prohibited or restricted parties; (c) you will comply with all applicable export control laws and
    regulations, including the U.S. Export Administration Regulations and sanctions programs
    administered by the Office of Foreign Assets Control; (d) you will not use the Services for any
    purposes prohibited by applicable law, including the development of weapons of mass destruction
    or other prohibited end uses; and (e) you will not permit access to the Services by any person or
    entity subject to such restrictions.

General

  • Governing Law and Jurisdiction. The use of the Services and/or the Platform as well as the
    interpretation and application of these Terms will, be governed solely by the laws of the State
    of New-York, USA, without any reference to conflict of law provisions. Before initiating any
    legal proceedings, the parties agree to attempt to resolve any dispute arising out of or relating
    to these Terms or the Services through good faith mediation. Either party may initiate
    mediation by providing written notice to the other party. The parties will jointly select a
    mediator and share the costs of mediation equally. If the dispute is not resolved within sixty
    (60) days of the mediation notice, either party may proceed with formal legal action. You
    hereby consent to the exclusive jurisdiction and venue of courts in New-York City, NY USA,
    and stipulate to the fairness and convenience of proceedings in such courts for all disputes
    arising out of or relating to the use of the Services and/or the Platform. The use of the Services
    and/or the Platform is unauthorized in any jurisdiction that does not give effect to all provisions
    of these Terms, including, without limitation, this paragraph. The Company or its affiliate may
    bring suit for payment in the country where your entity is located. you and Company agree that
    the United Nations Convention on Contracts for the International Sale of Goods will not apply.

  • Changes to Terms. Company may change the Terms from time to time, and such change will
    become effective upon the date on which it is posted on the Platform. you are responsible for
    checking the Platform regularly for such changes. By continuing to access or use the Services
    you agree to be bound by the revised Terms.

  • Severability. If any part of these Terms is deemed unlawful, void or for any reason
    unenforceable, then that provision shall be deemed to be severable from the rest of these Terms
    and shall not affect the validity and enforceability of any of the remaining provisions of these
    Terms. In such cases, the part deemed invalid or unenforceable shall be construed in a manner
    consistent with applicable law to reflect, as closely as possible, the original intent of the parties.

  • Waiver. No waiver by us of a breach of any of the provisions of terms of these Terms shall be
    construed as a waiver of any preceding or succeeding breach of any of the provisions of these
    Terms.

  • Relationship. Nothing in these Terms shall be construed as creating any agency, partnership,
    trust arrangement, fiduciary relationship or any other form of joint enterprise between you and Company.

  • Entire Agreement. These Terms contain the entire agreement between Company and you
    relating to your use of the Services and supersedes any and all prior agreements between
    Company and you in relation to the same. you confirm that, in agreeing to accept these Terms,
    you have not relied on any representation except as has expressly been made by Company in
    these Terms.

  • Assignment. you may not assign your rights or delegate your obligations under these Terms
    without Company’s prior written consent. Any purported assignment contrary to this section
    will be null and void. Company may assign its obligations hereunder.

  • No Third-Party Rights. There are no third-party beneficiaries to these Terms. Without
    limiting this section, Users are not third-party beneficiaries to your rights under these Terms.