These Terms of Service (“Terms”) are a legal agreement between you (“you” or “Customer”) and fixate.ai, LLC (“fixate.ai”) regarding your
access to and use of the Hydragaze service (“Service”), including any updates, upgrades, and supplements thereto, and the Hydragaze
website located at https://fixate.ai/ (the “Site”).
By using the Service, you agree to be legally bound by these Terms. If you accept these Terms on behalf of a company or other legal
entity that will use the Site and/or the Service, you represent and warrant that you have the authority to legally bind that entity
to these Terms. “You,” “your,” and “Customer” then refer to that entity, and to every user associated with that entity.
● “Affiliate” means any entity which is controlled by, in control of, or is under common control with a party to these Terms, where
“control” means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity.
● “Authorised Users” means Customer’s employees and contractors (such as media agencies or marketing consultants) who are acting
for Customer’s benefit and on its behalf.
● “Confidential Information” means code, inventions, know-how, product plans, inventions, and technical and financial information
exchanged under these Terms, that is identified as confidential at the time of disclosure or should reasonably be considered confidential
based on the circumstances surrounding the disclosure and the nature of the information disclosed.
● “Order Form” means any fixate.ai ordering documentation or online sign-up or subscription flow that references this Agreement.
● “Subscription Term” means the initial term for the subscription to the Service, as specified on Customer’s Order Form(s),
and each subsequent renewal term (if any).
1. Services and Terms
Access to the Service is provided to you via the Site, and the use of the Service is governed by these Terms. fixate.ai reserves
the right to suspend or terminate the Service without notice. fixate.ai may modify these Terms without prior notice, and such
modifications will become effective immediately when posted on the Site (https://fixate.ai/terms-of-use).
You agree to review the posted Terms periodically to determine if modifications have been made. By continuing to use the Service
after modifications are posted, you will be deemed to have accepted the updated Terms.
2. Account Information
You represent and warrant that all account information provided by you (“Account Information”) is true and accurate and that you will
update this information in order to keep it current, complete, and accurate. Account Information, and all data and other materials
transmitted to fixate.ai in connection with the Service (“User Content”) that you submit to the Service, will be processed by fixate.ai
and/or fixate.ai service providers. You may change or delete your contact information at any time by using the account page on the Site.
Account Information may be retained by fixate.ai or its service provider(s) for one (1) year after your last use of the Service. You may
delete the images you submit to the Service at any time after completion of the Service. Except as stated in these Terms, the images
you submit for the Service may be retained by fixate.ai or its service provider(s) for one month after completion of the Service related
to that image. fixate.ai may use your account information, including your name and email address, to provide you with information and
solicit your feedback regarding the Service, and to communicate with you about your account. fixate.ai may also use your email address
for marketing purposes to provide you with information regarding related products and services. You may opt out of receiving further
marketing emails by following the instructions accompanying those emails. It may take up to ten (10) days for your choice to take
3. User and Usage Data
Subject to fixate.ai confidentiality obligations concerning Confidential Information as stated in Section 14 certain information regarding
your use of the Service (“Usage Data”) is captured and transmitted to fixate.ai. This Usage Data may be collected and used by fixate.ai to
provide you with services and support, and for research, marketing, analysis, and testing purposes.
4. Account Registration and Authorised Users
Customer and its Authorised Users need to register for an fixate.ai account in order to access the Service. Account information must be
so that fixate.ai may send notices, statements, and other information by email or through Customer’s account. Customer must ensure that
any user IDs, passwords, and other access credentials (such as API tokens) for the Service are kept strictly confidential and not
shared with any unauthorised person.
If any Authorised User stops working for Customer, Customer must immediately terminate that person’s access to its account and any
fixate.ai Service. Customer will be responsible for any and all actions taken using its and its users’ accounts, passwords, or access
credentials. Customer must notify fixate.ai immediately of any breach of security or unauthorised use of its account. Accounts are granted
to specific Customers and must not be shared with others.
5. User Representations and Warranties
You warrant and represent that as to any User Content you submit to fixate.ai (i) you will not knowingly transmit any virus or other
destructive or disruptive code, (ii) you have taken all reasonable measures to prevent the transmission to fixate.ai of any virus or
other destructive or disruptive code, (iii) all such User Content will be free of information, images, logos, trademarks, or other
materials that may violate any applicable law or regulation, infringe or misappropriate any intellectual property right, or
otherwise damage any person, entity, or property, and (iv) you have sufficient right, title, and interest to transmit, store, copy,
use, and display all User Content.
6. Accessing the Service
You are solely responsible for obtaining and maintaining, at your own cost and expense, an Internet connection suitable for accessing
and using the Site and the Service. YOU ACKNOWLEDGE THAT THE SERVICE, THE SITE, YOUR DATA, AND USER CONTENT LOCATED ON THE SITE MAY NOT
BE AVAILABLE AT ALL TIMES AND WITHOUT INTERRUPTION. fixate.ai WILL NOT BE RESPONSIBLE FOR LOSS OF SERVICE OR FUNCTIONALITY DUE TO SLOW OR
UNRELIABLE INTERNET CONNECTIONS. ALTHOUGH fixate.ai WILL MAKE REASONABLE COMMERCIAL EFFORTS, fixate.ai DOES NOT REPRESENT OR WARRANT THAT
USER CONTENT AND DATA MAINTAINED ON THE SITE WILL BE FREE OF LOSS, VIRUS, CORRUPTION, OR ERROR, OR THAT ANY SUCH USER CONTENT OR DATA
WILL BE RETURNED TO YOU. TO AVOID LOSS OF USER CONTENT OR DATA, YOU ARE ADVISED TO MAINTAIN YOUR OWN BACKUP COPIES OF THE SAME.
If you request fixate.ai to provide Service on your premises, you agree to provide a safe workplace for fixate.ai employees and contractors
and to provide access to your facilities, systems, and personnel as reasonably requested by fixate.ai to perform the Service. You are
responsible for providing and maintaining, at your own expense, an appropriate physical, electrical, systems, network, and security
environment for any Service provided hereunder.
7. Usage Rights
Subject to all the terms and conditions of these Terms, fixate.ai grants Customer a worldwide, non-exclusive, non-transferable,
non-sublicensable right and license to access and use the Service for Customer’s internal business purposes, but only in accordance
with these Terms. Customer may permit its Authorised Users to use the Service, provided their use is for Customer’s benefit only
and remains in compliance with these Terms. Customer will be responsible and liable for all Authorised Users’ use and access and
their compliance with the terms and conditions of these Terms.
Customer must not (and must not allow any third party to): (i) rent, lease, copy, transfer, resell, sublicense, lease, time-share,
or otherwise provide access to the Service to a third party (except Authorised Users); (ii) incorporate the Service (or any portion
of it) with any other site, product, or service; (iii) publicly disseminate information regarding the performance of the Service;
(iv) modify or create a derivative work of the Service or any portion of it; (v) reverse engineer, disassemble, decompile, translate,
or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Service,
except to the extent expressly permitted by applicable law and then only with advance notice to fixate.ai; (vi) break or circumvent
any security measures, rate limits, or usage tracking of the Service, or configure the Service (or any component thereof) to avoid
sending events or impressions or to otherwise avoid incurring fees; (vii) access the Service for the purpose of building a competitive
product or service or copying its features or user interface; (viii) use the Service for purposes of product evaluation, benchmarking,
or other comparative analysis intended for publication without fixate.ai’s prior written consent; or (ix) remove or obscure any proprietary
or other notices contained in the Service, including the fixate.ai logo from processed images.
All prepaid image credits are valid for 12 months from date of purchase and will then expire. Unused image credits will not be refunded.
8. Fees and Payment
Customer agrees to pay all fees in the currency and payment period specified in the applicable Order Form. fixate.ai’s fees are exclusive of
all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic
or foreign, other than taxes based on the income of fixate.ai. Customer will make tax payments to fixate.ai to the extent amounts are
appropriately included in fixate.ai’s invoices. fixate.ai sends invoices electronically, and invoices for the Service in advance as set
out in the Order Form, and for additional charges, if applicable in the relevant Order Form, monthly in arrears. If Customer requires
a Purchase Order number referenced on fixate.ai’s invoice, Customer must promptly provide the Purchase Order number. If Customer does
not promptly provide the Purchase Order number, Customer agrees to pay the invoice without a referenced Purchase Order Number.
Some customers may have the option to pay by credit or debit card. If Customer is paying by credit or debit card, it authorizes
fixate.ai to charge fees automatically to Customer’s credit or debit card without invoice. Payments are non-refundable and non-creditable
and payment obligations non-cancellable. Late payments may be subject to a service charge equal to the lesser of 1.5% per month of the
amount due or the maximum amount allowed by law.
9. Term and Termination
These Terms are effective until all Subscription Terms for the Service have expired or are terminated as expressly permitted in these Terms.
By executing an Order Form for purchase of the Service, Customer is agreeing to pay applicable fees for the entire Subscription Term. Customer
cannot cancel or terminate a Subscription Term except as expressly permitted below. If no subscription start date is specified on the
applicable Order Form, the subscription starts when Customer first obtains access to the Service. Each Subscription Term will
automatically renew for additional successive periods unless: (i) otherwise stated on the applicable Order Form; or (ii) either
party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Pricing
for any Subscription Term renewal, new Order Form, or Order Form changes will be at fixate.ai’s then-applicable rates.
fixate.ai may suspend Customer’s access to the Service if Customer’s account is overdue. fixate.ai may also suspend Customer’s access
to the Service if it determines that: (a) Customer has breached any part of these Terms; or (b) suspension is necessary to prevent
harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Service.
fixate.ai will have no liability for taking action as permitted above. For the avoidance of doubt, Customer will remain responsible
for payment of fees during any suspension period under this section. However, unless this Agreement has been terminated, fixate.ai will
cooperate with Customer to promptly restore access to the Service once it verifies that Customer has resolved the condition requiring suspension.
Either party may terminate these Terms, including any related Order Form, if the other party: (i) fails to cure any material breach
of these Terms (including a failure to pay undisputed fees) within thirty (30) days after written notice detailing the breach; (ii)
ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership,
trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that
party (and not dismissed within sixty (60) days thereafter). fixate.ai may also terminate these Terms or any related Order Forms immediately
if Customer breaches any part of these Terms.
If fixate.ai terminates these Terms for cause as provided above, any payments for the remaining portion of the Subscription Term will become
due and must be paid immediately by Customer. Except where these Terms specifies an exclusive remedy, all remedies under these Terms,
including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party.
10. Intellectual Property
fixate.ai and its licensor(s) own and retain all proprietary rights to the Site, the Service, and all associated software, copyrights,
trademarks, brands, service marks, patents, or other proprietary rights under law, including all intellectual property conceived
during and in the course of performing the Service. You are permitted to use the Site and its content only as specifically
authorised in these Terms. fixate.ai’s trademarks and/or service marks may not be used in connection with any product or service that
is not provided by fixate.ai, in any manner that is likely to cause confusion among customers or Users of the Site, tarnishes or dilutes
the marks, or disparages or discredits fixate.ai. The Service is the subject of pending patent application(s), and you are granted
a limited right to use such Service only in conjunction with the Site and in accordance with the Terms.
11. Other Software Components
If you are accessing the Service through a mobile application or are utilizing application plug-ins or other software provided in conjunction
with the Service, any additional terms and conditions accompanying such software will apply.
12. Warranty and Disclaimer of Warranties
fixate.ai warrants that the Service will be performed in accordance with any written documentation provided by fixate.ai. If fixate.ai has breached this
warranty and you have notified fixate.ai in writing stating the nature of that breach within thirty (30) days after the applicable Service was performed,
then your exclusive remedy and fixate.ai’s sole obligation will be, at fixate.ai’s option, to re-perform the applicable Service or refund any amounts paid
by you for non-conforming Service.
fixate.ai DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, THE WARRANTY OF NON-INFRINGEMENT, AND ANY IMPLIED WARRANTY ARISING OUT OF A COURSE OF DEALING, A CUSTOM, OR
USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, fixate.ai MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL
BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, ACCURATE,
OR RELIABLE, OR (D) THE QUALITY OF ANY MATERIALS OR SERVICES OBTAINED BY YOU FROM THE SITE, FROM fixate.ai, OR FROM ANY THIRD PARTIES’ WEBSITES
TO WHICH THE SITE IS LINKED, WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS, OR DEFECTS. USE OF THE SERVICE, THE UPLOADING OF
USER CONTENT AND ACQUISITION OF ANY MATERIALS OR CONTENT THROUGH THIS SITE OR THROUGH THIRD PARTIES’ WEBSITES TO WHICH THE SITE IS LINKED
IS DONE AT YOUR OWN RISK.
13. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, fixate.ai WILL NOT BE LIABLE FOR ANY DAMAGES INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF DATA, LOSS OF BUSINESS OR CONFIDENTIAL INFORMATION, LOSS OF PRIVACY, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR
INABILITY TO USE THE SERVICE AND ANY RELATED PRODUCTS AND SERVICES, EVEN IF fixate.ai HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE CUMULATIVE LIABILITY OF fixate.ai ARISING FROM THE SERVICE AND/OR THE SITE WILL NOT EXCEED ONE HUNDRED POUNDS (£100.00). BECAUSE SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATIONS OF LIABILITY, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
fixate.ai may disclose to you confidential information relating to the Service, including information related to fixate.ai’s services that is
capable of legal protection as know-how, a trade secret, and/or a patentable invention (“fixate.ai Confidential Information”). You will provide
fixate.ai with User Content and fixate.ai will provide you with results of analysis performed in the course of the Service (“User Confidential Information”).
Customer or fixate.ai Confidential Information will not include information that the receiving party can establish: (i) was in its possession before
receipt from the disclosing party; (ii) is or becomes available to the public through no fault of the receiving party; (iii) is received in
good faith by the receiving party from a third party and is not subject to a confidentiality obligation owed to that third party; or (iv) is
independently developed by the receiving party.
fixate.ai and you will not disclose the other’s Confidential Information to a third party without express written authorization from the other
party. Both fixate.ai and you as the receiving party will protect that Confidential Information using the same degree of care, but no less than a
reasonable degree of care, to prevent the unauthorised disclosure of the Confidential Information as the receiving party uses to protect its
own confidential information of a like nature. If a party is required by judicial or administrative process to disclose the other party’s
Confidential Information to a third party, it will: (i) promptly notify the other party; (ii) allow the other party a reasonable time to oppose
such process; and (iii) only provide such Confidential Information pursuant to an appropriate protective order that preserves the confidentiality
of that Confidential Information, unless otherwise required by judicial or administrative process.
15. User Content
You grant fixate.ai a worldwide, perpetual, non-exclusive, royalty-free, sub-licensable, and transferable license to use, reproduce, prepare derivative
works of, and display the User Content in connection with the Service, and to provide the same or similar services to third parties, provided that
fixate.ai will use User Content only for analysis and to improve the quality of the Service. fixate.ai, in performing the required technical steps
provide the Service to Users, may: (i) transmit or distribute User Content over various public networks and in various media; and (ii) make such changes to your User Content as are necessary to conform and adapt that User Content to the technical requirements of connecting networks, devices, services, or media. You agree to permit fixate.ai to take these actions.
fixate.ai indemnifies and holds you harmless from any actual liabilities, claims, expenses, or demands, including reasonable attorneys’ fees and costs,
made by any third party, arising out of an allegation that your use of the Service infringes the intellectual property rights of a third party.
Such indemnification shall be conditioned on you notifying fixate.ai of such claim within 10 days of your first notice of the claim, permitting fixate.ai
to control the defense and/or settlement of such claim, and providing information and assistance for the defense. You shall have the right to
retain counsel and participate in the defense and settlement of any such claim at your expense. fixate.ai shall not be required to indemnify, defend,
or hold you harmless from infringement claims to the extent the alleged infringement arises from: (i) fixate.ai’s compliance with your designs,
specifications, or instructions; (ii) User Content; (iii) combining of the Service with another component, device, and/or system; (iv) configuring or
programming the Service to operate in any way not so configured or programmed at the time provided by fixate.ai; or (v) use of the Service other
than for its intended use or not consistent with the Terms.
You indemnify and hold fixate.ai, its parents, subsidiaries, affiliates, officers, and employees harmless from any liabilities, claims, expenses,
or demands, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of: (i) your use or misuse of the Service;
(ii) the violation of applicable laws, rules, regulations, or these Terms; or (iii) infringement by User Content of any intellectual property or
any other right of any person or entity. fixate.ai reserves the right, at its own expense, to assume the exclusive defense and control of any matter
that is subject to indemnification by you, in which event you will cooperate in asserting any available defenses.
17. Dispute Resolution
Any disputes arising from the Service or these Terms will be resolved in accordance with the laws of the United Kingdom, without regard to its conflicts
of law rules. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ANY CLAIMS OR DISPUTES RELATED TO THE SERVICE, THE SITE,
OR THESE TERMS. ANY LAWSUIT OR OTHER ACTION, REGARDLESS OF FORM, INCLUDING AN ACTION FOR BREACH OF WARRANTY, MUST BE COMMENCED WITHIN ONE YEAR
AFTER THE LATER OF: (A) THE DATE ON WHICH THE ALLEGED BREACH OF WARRANTY OR OTHER CAUSE OF ACTION OCCURRED; OR (B) THE DATE ON WHICH THAT PARTY
KNEW OR SHOULD HAVE KNOWN OF SUCH WARRANTY CLAIM OR OTHER CAUSE OF ACTION.
18. International Use
The Site and the Services may be subject to export control regulations or the export control regulations of other countries. You agree to comply
strictly with all applicable export control laws, and assume sole responsibility for obtaining all necessary export or re-export licenses.
The parties are not partners, and their relationship will be one of seller and purchaser of services. Neither party will have any authority to
obligate, or to otherwise act as agent for, the other party for any purpose. fixate.ai will not be responsible for any delay providing the Service due
to conditions beyond its reasonable control, including, but not limited to, acts of God and legal restrictions. If any provisions in the Terms are,
for any reason, held invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, such provisions will be deemed severable
and such invalidity, illegality, or unenforceability will not affect any other provisions, all of which will be enforced. The Terms, together with
the entire agreement and understanding between the parties concerning your use of the Service, and supersedes all prior agreements and understanding
of the parties related thereto.
No party has relied on any warranty or other statement not included in these Terms. No change or modification of these Terms will bind fixate.ai
unless set forth in a written document that references these Terms and is executed by an authorised representative of fixate.ai. Failure by either
party to require strict performance will not be a waiver of a party’s right subsequently to require such strict performance. All representations,
warranties, indemnifications, and other covenants contained in these Terms will survive to the full extent necessary to protect the party in
whose favor they run.
These Terms and any corresponding right to use the Site or Service may not be transferred or assigned without the express, written consent of
fixate.ai. The original of these Terms is in English. If it is translated into another language, the English language version will control.
All notices which are required or permitted will be given in writing and via any nationally or internationally recognised overnight delivery
service to: fixate.ai Ltd, Belarus Minsk Chapaeva 3.