Terms of Service

Melius Terms of Service

PLEASE READ THESE TERMS OF SERVICE ("TERMS") CAREFULLY BEFORE USING THE SERVICE. THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND MELIUS AI, INC. ("MELIUS," "COMPANY," "WE," "US," OR "OUR").

BY ACCESSING OR USING THE SERVICE, CLICKING "I ACCEPT," OR COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT THAT: (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS; (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MELIUS; AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.

ARBITRATION NOTICE: SECTION 16 CONTAINS A BINDING ARBITRATION CLAUSE AND A CLASS ACTION WAIVER. BY AGREEING TO THESE TERMS, YOU AGREE TO RESOLVE DISPUTES WITH MELIUS THROUGH BINDING INDIVIDUAL ARBITRATION AND WAIVE YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING, EXCEPT AS SET FORTH IN SECTION 16.

AUTO-RENEWAL NOTICE: IF YOU SUBSCRIBE TO A PAID PLAN, YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW FOR SUCCESSIVE PERIODS OF THE SAME DURATION AT MELIUS'S THEN-CURRENT PRICING UNLESS YOU CANCEL BEFORE THE END OF YOUR CURRENT BILLING PERIOD IN ACCORDANCE WITH SECTION 5.

1. DEFINITIONS

1.1 "Account" means the account a user creates to access and use the Service.

1.2 "Acceptable Use Policy" or "AUP" means the acceptable use policy set forth in Section 7 of these Terms, as may be updated from time to time. 1.3 "Community Gallery" means the public-facing feature of the Service where users may elect to showcase and share their Outputs with other users and the public. 1.4 "Content" means, collectively, User Input, Output, and any other content submitted to, generated by, or made available through the Service. 1.5 "Effective Date" means the date on which you first accept these Terms, whether by clicking "I Accept," completing registration, or accessing or using the Service.

1.6 "Input" or "User Input" means any text prompts, images, videos, reference materials, parameters, instructions, or other materials submitted by a user to the Service for the purpose of generating Output. 1.7 "Output" means any images, videos, or other content generated by the Service in response to User Input, using Third-Party AI Models. 1.8 "Privacy Policy" means the Melius privacy policy available at www. melius.com/privacy, as may be updated from time to time.

1.9 "Service" means the Melius platform, including the website located at www. melius.com and any related subdomains, mobile applications, tools, features, and functionality made available by Melius. 1.10 "Subscription Plan" means the specific tier of access to the Service selected by a user, whether free or paid, as described on the Service. 1.11 "Supplemental Terms" means any additional terms, guidelines, policies, or rules that apply to specific features or functionality of the Service, which are incorporated by reference into these Terms. 1.12 "Third-Party AI Models" means the external artificial intelligence and machine learning models, services, and APIs provided by third-party vendors that the Service integrates to generate Outputs.

1.13 "User Content" means, collectively, User Input and any other content uploaded, submitted, or provided by a user to the Service, excluding Output.

2. THE SERVICE

2.1 Description. Melius provides a creative canvas platform that enables users to generate AI-powered images, videos, and other visual content. The Service integrates Third-Party AI Models to process User Input and produce Output. Melius does not itself develop, train, or operate the underlying generative artificial intelligence models used to create Outputs.

2.2 Third-Party AI Models. You acknowledge and agree that:

(a) The Service relies on Third-Party AI Models provided by independent third-party vendors to generate Outputs;

(b) Melius does not own, control, or operate the underlying AI models, and does not control the training data, methodologies, or internal workings of such models;

(c) The availability, capabilities, and performance of Third-Party AI Models may change at any time, and Melius may add, remove, or substitute model providers at its sole discretion without prior notice;

(d) Updates or changes made by third-party model providers may affect the quality, style, consistency, or characteristics of Outputs; and

(e) Melius routes User Input to Third-Party AI Models for processing and returns the resulting Output to you. Melius acts as a platform and intermediary, not as the creator or publisher of the Output.

2.3 Service Availability. Melius does not guarantee that the Service will be available at all times or without interruption. We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time, with or without notice. Melius will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

2.4 Updates. The Service is continually evolving. Melius may require you to accept updates to the Service or these Terms in order to continue accessing or using the Service. Any new features, tools, or functionality added to the Service are subject to these Terms.

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility. You must be at least thirteen (13) years of age (or the minimum age of digital consent in your jurisdiction, if higher) to use the Service. If you are under eighteen (18) years of age (or the age of majority in your jurisdiction), you may only use the Service with the consent and supervision of a parent or legal guardian who agrees to be bound by these Terms. If Melius becomes aware that a user under thirteen (13) years of age has created an Account, Melius will terminate that Account.

3.2 Account Registration. To access certain features of the Service, you must create an Account. You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to maintain its accuracy.

3.3 Account Security. You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to notify Melius immediately at support@melius.com if you become aware of any unauthorized use of your Account, suspected compromise of your credentials, or any actual or suspected security incident or breach involving your use of the Services.

3.4 One Account Per User. Unless otherwise authorized in writing by Melius, each user may maintain only one (1) Account. Melius reserves the right to terminate duplicate accounts.

3.5 Entity Accounts. If you are using the Service on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" as used in these Terms refer to both you individually and such entity.

3.6 Account Suspension and Termination. Melius reserves the right to suspend or terminate your Account at any time, with or without notice, for any reason, including for violation of these Terms or the Acceptable Use Policy. Melius also reserves the right to terminate Accounts that have been inactive for an extended period.

4. SUBSCRIPTIONS, PAYMENTS, AND CREDITS

4.1 Subscription Plans. The Service is available under various Subscription Plans, which may include free and paid tiers. The features, usage limits, and pricing of each Subscription Plan are described on the Service and may be updated by Melius from time to time.

4.2 Free Tier. The free Subscription Plan provides access to the Service with certain usage limitations as described on the Service. Melius reserves the right to modify or discontinue the free tier at any time.

4.3 Paid Subscriptions. If you select a paid Subscription Plan, you agree to pay the applicable fees as described at the time of purchase. Payment is processed through a third-party payment processor, and you agree to be bound by such processor's terms and conditions.

4.4 Billing and Renewal. Paid Subscription Plans are billed on a recurring basis (monthly or annually, as selected by you). Your Subscription will automatically renew at the end of each billing period at Melius's then-current pricing unless you cancel your Subscription before the end of the current billing period. You may cancel your Subscription through your Account settings or by contacting Melius at support@melius.com.

4.5 Price Changes. Melius reserves the right to change the fees for any Subscription Plan. If Melius changes the pricing of a paid Subscription Plan, Melius will provide you with reasonable advance notice. The revised pricing will take effect at the start of the next billing period following the notice. Your continued use of the Service after the price change takes effect constitutes your acceptance of the revised pricing.

4.6 Refunds. Except as required by applicable law, all fees are non-refundable. No refunds or credits will be provided for partial billing periods, downgrades, or unused features.

4.7 Credits. Certain features of the Service may use a credit-based system. The specific details of credit allocation, usage, and replenishment are described on the Service. Credits do not expire. Credits are non-transferable, non-refundable, and have no cash value.

4.8 Taxes. All fees are exclusive of applicable taxes. You are responsible for all taxes, duties, and levies imposed on your use of the Service, except for taxes based on Melius's net income.

4.9 Enterprise Plans. Enterprise Subscription Plans may be subject to separate agreements and terms negotiated between Melius and the enterprise customer. In the event of a conflict between these Terms and an executed enterprise agreement, the enterprise agreement will control.

5. INTELLECTUAL PROPERTY — INPUTS AND OUTPUTS

5.1 Ownership of Inputs. You retain all right, title, and interest in and to your User Input. Nothing in these Terms transfers ownership of your User Input to Melius.

5.2 Ownership of Outputs. As between you and Melius, and subject to your compliance with these Terms, you retain all right, title, and interest in and to your Outputs. To the extent Melius acquires any right, title, or interest in any Output, Melius hereby assigns to you all such right, title, and interest.

5.3 Commercial Use. Subject to your compliance with these Terms and all applicable laws, you may use your Outputs for any lawful purpose, including commercial purposes, regardless of your Subscription Plan. However, Melius does not represent or warrant that any Output is free of third-party intellectual property claims or suitable for any particular commercial use. You are solely responsible for ensuring that your use of any Output does not infringe, misappropriate, or violate the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party, and for obtaining any clearances, licenses, or consents necessary for your intended use.

5.4 License Grant to Melius. By using the Service and submitting User Input, you grant Melius a non-exclusive, worldwide, royalty-free, sublicensable (solely to Melius's service providers, including Third-Party AI Model providers, to the extent necessary to provide and operate the Service), and transferable license to use, reproduce, modify, process, host, store, transmit, and display your User Content and Outputs solely to the extent necessary to:

(a) Operate, provide, and maintain the Service, including routing User Input to Third-Party AI Models and delivering Outputs to you;

(b) Improve and develop the Service, including enhancing system performance, improving output quality, developing new features, and optimizing workflow automation and routing across model providers, provided that such improvements are performed on an aggregated and de-identified basis; and

This license survives termination of your Account solely to the extent necessary for Melius to comply with its legal obligations and to complete any processing initiated before termination.

5.5 Community Gallery License. If you elect to share your Output through the Community Gallery, you grant Melius and other users of the Service an additional non-exclusive, worldwide, royalty-free license to display, reproduce, distribute, and create derivative works of such Output within the Service and in Melius's promotional materials, social media channels, and marketing communications. You may revoke this additional license at any time by removing your Output from the Community Gallery; provided, however, that revocation will not affect any uses that occurred before removal or any copies of your Output already made by other users through the Community Gallery.

5.6 No Training on User Content. For clarity:

(a) Melius does not use User Input or Outputs to train or develop any underlying artificial intelligence or machine learning models.

(b) Melius may use User Content on an aggregated and de-identified basis to operate, maintain, and improve the Service, including to enhance system performance, improve output quality, develop new features, and optimize workflow automation and routing across model providers. Such improvements do not involve training generative models on User Content or using User Content to replicate or learn specific user styles, proprietary assets, or brand characteristics.

(c) Melius uses Third-Party AI Model providers to generate Outputs. These providers may process User Input and Outputs in accordance with their own terms and policies. Where available, Melius configures such services to limit the use of User Content for model training or retention by third-party providers; however, Melius does not control and cannot guarantee the data practices of third-party providers.

5.7 Non-Uniqueness of Outputs. You acknowledge that due to the nature of generative artificial intelligence, Outputs are generated in response to User Input by Third-Party AI Models and may be similar or identical to outputs generated for other users who submit similar or identical inputs. Melius does not guarantee that any Output will be unique to you.

5.8 No Guarantee of Copyrightability. You acknowledge that the copyrightability of AI-generated content is an evolving area of law. Under current U.S. law, purely AI-generated content that lacks sufficient human authorship may not be eligible for copyright protection. Melius makes no representation or warranty that any Output will be eligible for copyright registration or protection in any jurisdiction. You are solely responsible for assessing the intellectual property status of any Output before relying on it.

5.9 Representations Regarding Inputs. You represent and warrant that:

(a) You own or have obtained all necessary rights, licenses, consents, and permissions to submit your User Input to the Service and to grant the licenses described in this Section 5;

(b) Your User Input does not infringe, misappropriate, or violate the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party; and

5.10 Melius Intellectual Property. Except for the rights expressly granted to you under these Terms, Melius and its licensors retain all right, title, and interest in and to the Service, including all software, technology, algorithms, interfaces, designs, trademarks, trade names, logos, documentation, and other intellectual property embodied in or related to the Service. You may not copy, modify, distribute, sell, or lease any part of the Service, nor may you reverse-engineer or attempt to extract the source code of any software used in connection with the Service, except as permitted by applicable law.

6. DISCLAIMERS REGARDING AI-GENERATED CONTENT

6.1 Emerging Technology. The Service utilizes generative artificial intelligence technology, which is a rapidly evolving field. You acknowledge and agree that:

(a) AI-generated Outputs may contain inaccuracies, errors, biases, artifacts, distortions, or other imperfections;

(b) Outputs may include content that is inappropriate, offensive, misleading, or otherwise objectionable, despite Melius's efforts to implement content safeguards;

(c) Outputs may inadvertently resemble or be similar to existing copyrighted works, trademarks, or the likeness of real individuals;

(d) The quality, style, and characteristics of Outputs may vary and are not guaranteed to meet your expectations or requirements; and

(e) You should not rely on Outputs as a sole source of truth, factual information, or as a substitute for professional advice.

6.2 User Responsibility. You are solely responsible for:

(a) Evaluating and verifying the accuracy, appropriateness, legality, and suitability of all Outputs before any use, publication, distribution, or reliance;

(b) Ensuring that your use of Outputs complies with all applicable laws, regulations, and third-party rights, including intellectual property rights, privacy rights, and publicity rights;

(d) Any consequences arising from your use of Outputs, including any claims by third parties; and

(e) Understanding that Melius implements content moderation safeguards, but no automated or manual content filtering system is perfect. The existence of content moderation does not relieve you of responsibility for your Inputs or the Outputs generated from them. If an Output violates these Terms, applicable law, or the rights of any third party, you remain solely responsible regardless of whether Melius's content moderation systems identified or flagged the content.

6.3 No Endorsement. Melius does not endorse, verify, or assume any responsibility for the accuracy, completeness, or legality of any Output. The inclusion of any content in an Output does not constitute an endorsement by Melius.

7. USER CONDUCT AND ACCEPTABLE USE POLICY

7.1 General Obligations. You agree to use the Service only for lawful purposes and in compliance with these Terms, the Acceptable Use Policy, and all applicable laws and regulations.

7.2 Prohibited Content. You may not use the Service to generate, upload, submit, or distribute any content that:

(a) Depicts, facilitates, or promotes child sexual abuse material (CSAM) or the sexual exploitation or sexualization of minors. Melius reports all CSAM to the National Center for Missing and Exploited Children (NCMEC) and applicable law enforcement, and will immediately and permanently suspend all associated Accounts;

(b) Depicts, facilitates, or promotes non-consensual intimate imagery (NCII), including AI-generated intimate depictions of real individuals without their consent;

(d) Promotes or facilitates hate speech, harassment, bullying, intimidation, or discrimination based on race, ethnicity, national origin, religion, sex, gender, gender identity, sexual orientation, disability, or any other protected characteristic;

(e) Promotes or facilitates self-harm, suicide, or disordered eating;

(f) Is sexually explicit, unless expressly permitted under a specific Subscription Plan or feature and in compliance with all applicable laws;

(g) Infringes, misappropriates, or violates the intellectual property rights, privacy rights, publicity rights, or any other rights of any third party;

(h) Is defamatory, libelous, fraudulent, deceptive, or misleading;

(i) Impersonates any person or entity, or misrepresents your affiliation with any person or entity, including using the Service to create deepfakes or deceptive synthetic media intended to mislead;

(j) Promotes or facilitates illegal activities, including the sale or distribution of controlled substances, weapons, or counterfeit goods; or

(k) Violates any applicable law, regulation, or legal obligation.

7.3 Prohibited Uses. You may not:

(a) Use the Service to develop, train, or improve any competing AI model or service;

(b) Attempt to reverse-engineer, decompile, disassemble, or extract the source code, algorithms, models, or techniques used in or by the Service or any Third-Party AI Model;

(c) Circumvent, disable, or interfere with any security, content moderation, rate-limiting, or access-control features of the Service;

(d) Use automated means (including bots, scrapers, or crawlers) to access the Service, except as expressly permitted by Melius;

(e) Resell, sublicense, or commercially redistribute access to the Service or any Output in a manner that competes with or substitutes for the Service;

(f) Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use of the Service;

(g) Use the Service for any purpose that is fraudulent, deceptive, or harmful;

(h) Create an Account or access the Service for the purpose of benchmarking, competitive analysis, or monitoring the availability, performance, or functionality of the Service, or for any other purpose that is competitive with Melius; or

(i) Encourage or assist any third party in doing any of the foregoing.

7.4 AI Disclosure Obligations. Where required by applicable law (including the EU AI Act or similar regulations), you are solely responsible for disclosing that content was generated using artificial intelligence. Melius does not monitor or enforce jurisdiction-specific AI disclosure requirements on your behalf.

7.5 Compliance with Third-Party Terms. You agree to comply with any applicable terms, policies, or usage restrictions imposed by Third-Party AI Model providers to the extent such terms are communicated to you through the Service or these Terms.

8. CONTENT MODERATION AND ENFORCEMENT

8.1 Monitoring. Melius reserves the right, but has no obligation, to monitor, review, or analyze User Input, Outputs, and other Content using automated tools, manual review, or a combination thereof. Monitoring may occur before, during, or after content generation.

8.2 Content Actions. Melius may, at its sole discretion and without prior notice:

(a) Refuse to process any User Input;

(b) Block, filter, or modify Outputs that may violate these Terms or the Acceptable Use Policy;

(d) Suspend or terminate any Account associated with a violation; and

(e) Report any activity to law enforcement or other appropriate authorities as required or permitted by law.

8.3 CSAM Reporting. Melius is committed to child safety. Any content that constitutes or appears to constitute CSAM will be immediately reported to NCMEC and applicable law enforcement. All associated Accounts will be permanently suspended.

8.4 No Obligation to Monitor. Despite the foregoing, Melius does not undertake any obligation to monitor all Content and is not responsible for any Content that is not identified and removed. The absence of enforcement in any particular instance does not constitute a waiver of Melius's right to enforce these Terms in the future.

8.5 Appeals. If you believe your Account has been wrongly suspended or your Content has been wrongly removed, you may submit an appeal by contacting Melius at support@melius.com. Melius will review appeals in good faith but retains sole discretion over all enforcement decisions.

9. THIRD-PARTY SERVICES AND LINKS

9.1 Confidential Information

9.1 Third-Party AI Model Providers. The Service integrates Third-Party AI Models to generate Outputs. You acknowledge and agree that:

(a) Melius is not responsible for the performance, availability, accuracy, or content of Third-Party AI Models or the Outputs they generate;

(b) Third-Party AI Model providers may process your User Input and Outputs in accordance with their own terms and privacy policies, which are separate from and in addition to these Terms;

(c) Melius does not warrant that Third-Party AI Model providers will not use your User Input or Outputs in ways beyond Melius's control, including for model training or improvement. While Melius configures third-party services to limit such use where available, Melius cannot guarantee the data handling practices of third-party providers; and

(d) You assume all risk associated with the use of Third-Party AI Models and the Outputs generated therefrom.

9.2 Third-Party Payment Processors. Payments for the Service are processed by third-party payment processors. Your use of such processors is subject to their respective terms and conditions. Melius is not responsible for any errors, delays, or failures by third-party payment processors.

9.3 Third-Party Links and Services. The Service may contain links to or integrations with third-party websites, applications, or services. Melius does not endorse, control, or assume responsibility for any third-party content, products, or services. Your use of any third-party service is at your own risk and subject to such third party's terms and policies.

10. DISCLAIMERS AND WARRANTY EXCLUSIONS

10.1 "As Is" and "As Available. " THE SERVICE, INCLUDING ALL CONTENT, OUTPUTS, FEATURES, AND FUNCTIONALITY, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

10.2 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MELIUS DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, AVAILABILITY, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

10.3 Specific Disclaimers. WITHOUT LIMITING THE FOREGOING, MELIUS DOES NOT WARRANT THAT:

(a) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;

(b) ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, NON-INFRINGING, LEGAL, APPROPRIATE, OR SUITABLE FOR ANY PARTICULAR PURPOSE;

(d) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;

(e) ANY THIRD-PARTY AI MODEL WILL CONTINUE TO BE AVAILABLE OR WILL PERFORM IN A CONSISTENT MANNER; OR

(f) ANY DEFECTS OR ERRORS IN THE SERVICE WILL BE CORRECTED.

10.4 Consumer Law Rights. Nothing in these Terms is intended to exclude or limit any rights you may have under applicable consumer protection laws that cannot be excluded or limited by contract. If applicable consumer protection laws provide you with rights that cannot be waived, the disclaimers in this Section 10 apply only to the extent permitted by such laws.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MELIUS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE "MELIUS PARTIES") BE LIABLE FOR ANY:

(a) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;

(b) LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL;

(d) DAMAGES ARISING FROM OR RELATED TO: (i) YOUR USE OF OR INABILITY TO USE THE SERVICE; (ii) ANY OUTPUT GENERATED BY THE SERVICE OR ANY THIRD-PARTY AI MODEL; (iii) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; (iv) ANY THIRD-PARTY CONDUCT OR CONTENT ON OR THROUGH THE SERVICE; OR (v) ANY CLAIMS BY THIRD PARTIES ARISING FROM YOUR USE OF OUTPUTS;

WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MELIUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Aggregate Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE MELIUS PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU HAVE PAID TO MELIUS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

11.3 Third-Party AI Model Outputs. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT THE MELIUS PARTIES WILL NOT BE LIABLE FOR ANY CLAIMS, DAMAGES, OR LOSSES ARISING FROM OR RELATED TO THE OUTPUTS GENERATED BY THIRD-PARTY AI MODELS, INCLUDING CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, DEFAMATION, PRIVACY VIOLATIONS, OR ANY OTHER HARM CAUSED BY OR RESULTING FROM SUCH OUTPUTS.

11.4 Essential Purpose. YOU ACKNOWLEDGE THAT THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 11 ARE AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN YOU AND MELIUS, AND THAT MELIUS WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS AND EXCLUSIONS. THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

11.5 Exceptions. Nothing in this Section 11 will limit liability for: (a) fraud or intentional misconduct by Melius; (b) death or personal injury caused by Melius's negligence; or (c) any other liability that cannot be excluded or limited under applicable law.

12. INDEMNIFICATION

12.1 Your Indemnification Obligations. You agree to indemnify, defend, and hold harmless the Melius Parties from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

(a) Your use of the Service or any Output;

(b) Your User Input or User Content, including any claim that your User Input or User Content infringes, misappropriates, or violates the rights of any third party;

(c) Your use, distribution, publication, or commercialization of any Output, including any claim by a third party that an Output infringes, misappropriates, or violates their rights;

(d) Your breach of these Terms, the Acceptable Use Policy, or any applicable law;

(e) Your violation of any third-party rights, including intellectual property rights, privacy rights, and publicity rights;

(f) Any dispute between you and any third party arising from or relating to your use of the Service; or

(g) Any content you submit to, display on, or share through the Community Gallery.

12.2 Indemnification Process. If Melius seeks indemnification under this Section 12, Melius will: (a) promptly notify you of the claim (provided that failure to provide prompt notice will not relieve your indemnification obligations except to the extent you are materially prejudiced by such failure); (b) provide you with reasonable cooperation, at your expense, in the defense of the claim; and (c) grant you sole control of the defense and settlement of the claim, provided that you may not settle any claim in a manner that imposes any obligation on Melius or admits any liability on Melius's behalf without Melius's prior written consent, which will not be unreasonably withheld.

13. COPYRIGHT COMPLAINTS AND DMCA PROCEDURE

13.1 DMCA Notice. Melius respects the intellectual property rights of others and expects its users to do the same. If you believe that your copyrighted work has been copied or used in a way that constitutes copyright infringement through the Service, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing the following information in writing to Melius's designated copyright agent:

(a) A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;

(b) Identification of the copyrighted work claimed to have been infringed;

(c) Identification of the material that is claimed to be infringing and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Melius to locate the material;

(d) Your contact information, including name, address, telephone number, and email address;

(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) A statement, made under penalty of perjury, that the information in the notification is accurate and that you are the copyright owner or are authorized to act on behalf of the copyright owner.

13.2 Designated Agent. DMCA notices should be sent to:

Melius AI, Inc.

Attn: DMCA Agent

420 Lexington Avenue, Suite 1402 1018

New York, New York 10170

Email: legal@melius.com

13.3 Counter-Notification. If you believe that your Content was removed or disabled by mistake or misidentification, you may submit a written counter-notification to Melius's designated agent containing:

(a) Your physical or electronic signature;

(b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled;

(c) A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and

(d) Your name, address, telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or the Southern District of New York if your address is outside the United States) and that you will accept service of process from the person who provided the original DMCA notification.

13.4 Repeat Infringer Policy. Melius will terminate the Accounts of users who are determined to be repeat infringers in appropriate circumstances, at Melius's sole discretion.

14. PRIVACY

14.1 Privacy Policy. Melius collects, uses, and discloses personal information in accordance with its Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that you have read and understand the Privacy Policy.

14.2 Data Processing. If you are an enterprise customer, additional data processing terms may apply as set forth in a separate data processing addendum agreed between you and Melius.

15. TERM AND TERMINATION

15.1 Term. These Terms are effective as of the Effective Date and remain in effect until terminated by either party in accordance with this Section 15.

15.2 Termination by You. You may terminate these Terms at any time by deleting your Account through the Service or by contacting Melius at support@melius.com. If you have a paid Subscription, termination will be effective at the end of your current billing period, and no refund will be provided for the remaining portion of such period.

15.3 Termination by Melius. Melius may terminate or suspend your Account and access to the Service at any time, with or without cause, and with or without notice. Melius may terminate for cause immediately if you breach these Terms or the Acceptable Use Policy.

15.4 Effect of Termination. Upon termination:

(a) Your right to access and use the Service will immediately cease;

(b) You must cease all use of the Service and any Content obtained through the Service (except for Outputs that you have already lawfully downloaded and to which you retain rights under Section 5);

(c) Melius may delete your Account and all associated Content, including User Input, Outputs, and Account data, within a reasonable period following termination. It is your responsibility to download or export any Content you wish to retain before terminating your Account; and

(d) Any outstanding payment obligations will survive termination and become immediately due and payable.

15.5 Survival. The following Sections will survive any termination or expiration of these Terms: Sections 1 (Definitions), 5 (Intellectual Property), 6 (Disclaimers Regarding AI-Generated Content), 10 (Disclaimers and Warranty Exclusions), 11 (Limitation of Liability), 12 (Indemnification), 13 (Copyright Complaints), 14 (Privacy), 15.4 (Effect of Termination), 15.5 (Survival), 16 (Dispute Resolution), and 17 (General Provisions).

16. DISPUTE RESOLUTION

16.1 Informal Resolution. Before initiating any formal dispute resolution proceeding, you agree to first contact Melius at support@melius.com and attempt to resolve the dispute informally for at least thirty (30) days. If Melius is unable to resolve the dispute informally, either party may proceed as set forth below.

16.2 Binding Arbitration. Except as set forth in Section 16.6, any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or your relationship with Melius (collectively, "Disputes") will be resolved through binding individual arbitration administered by JAMS under its Streamlined Arbitration Rules and Procedures (or, for claims exceeding $250,000, the Comprehensive Arbitration Rules and Procedures) in effect at the time the arbitration is commenced. The arbitration will be conducted by a single arbitrator.

16.3 Arbitration Procedures. The arbitration will be conducted in the English language. The seat of arbitration will be New York, New York, but the arbitration may be conducted remotely (by telephone, video conference, or written submissions) to the extent permitted by the JAMS rules. The arbitrator will have the authority to award any relief that would be available in a court of competent jurisdiction, including injunctive or declaratory relief, but only to the extent necessary to provide the relief warranted by the individual claim. The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.4 Arbitration Fees. Each party will bear its own costs and attorneys' fees in connection with the arbitration, except that Melius will pay JAMS filing fees and arbitrator fees to the extent required by JAMS rules for consumer disputes.

16.5 Class Action and Jury Trial Waiver.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MELIUS EACH WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AND MELIUS EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If a court or arbitrator determines that this class action waiver is unenforceable as to a particular claim or request for relief, that claim or request for relief will be severed and may be brought in a court of competent jurisdiction, while the remaining claims will continue in arbitration.

16.6 Exceptions. Notwithstanding the foregoing, either party may: (a) bring an individual action in small claims court if the claim qualifies; or (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of intellectual property rights or confidential information.

16.7 Opt-Out. You may opt out of the arbitration and class action waiver provisions in this Section 16 by sending written notice to Melius at legal@melius.com within thirty (30) days of first accepting these Terms. Your notice must include your name, Account username, mailing address, and a clear statement that you wish to opt out of arbitration. If you opt out, the remaining provisions of these Terms will continue to apply, and disputes will be resolved in the courts specified in Section 16.8.

16.8 Governing Law and Venue. These Terms and any Disputes will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. If the arbitration provisions in this Section 16 are found not to apply to a Dispute, or if you have opted out of arbitration, you and Melius agree to submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for the resolution of such Dispute.

17. GENERAL PROVISIONS

17.1 Entire Agreement. These Terms (available at www.melius.com/terms), together with the Privacy Policy, the Acceptable Use Policy, any Supplemental Terms, and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Melius with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, whether oral or written, with respect to the Service.

17.2 Amendments. Melius reserves the right to modify these Terms at any time. If Melius makes material changes to these Terms, Melius will provide notice by posting the updated Terms on the Service at www.melius.com/terms, sending you an email notification, or through other reasonable means. The "Last Updated" date at the top of these Terms indicates when the Terms were last revised. Your continued use of the Service after the effective date of any changes constitutes your acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Service and terminate your Account.

17.3 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision of these Terms, and the remaining provisions will remain in full force and effect. The invalid, illegal, or unenforceable provision will be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving its original intent.

17.4 Waiver. The failure of Melius to enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Melius.

17.5 Assignment. You may not assign or transfer these Terms, or any rights or obligations hereunder, without the prior written consent of Melius. Melius may assign or transfer these Terms, or any rights or obligations hereunder, without restriction, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of Melius's assets. Any purported assignment in violation of this Section will be null and void. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective successors and permitted assigns.

17.6 Force Majeure. Melius will not be liable for any failure or delay in performing its obligations under these Terms due to causes beyond its reasonable control, including natural disasters, acts of God, war, terrorism, riots, pandemics, epidemics, government actions, labor disputes, power failures, internet or telecommunications failures, cyberattacks, or disruptions to Third-Party AI Model services.

17.7 Notices. Melius may provide notices to you by posting on the Service, by email to the address associated with your Account, or by other reasonable means. You agree that such notices are effective upon posting or sending. Notices to Melius must be sent by email to legal@melius.com or by mail to:

Melius AI, Inc.

420 Lexington Avenue, Suite 1402 1018

New York, New York 10170

17.8 Relationship of the Parties. Nothing in these Terms creates any agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship between you and Melius.

17.9 No Third-Party Beneficiaries. These Terms are for the sole benefit of you and Melius. Nothing in these Terms, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

17.10 Export Compliance. You agree to comply with all applicable export and import control laws and regulations, including the U.S. Export Administration Regulations and sanctions programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC). You represent that you are not located in, under the control of, or a national or resident of any country or territory subject to comprehensive U.S. sanctions, and that you are not designated on any U.S. government restricted party list.

17.11 Government Users. If you are a U.S. government end user, the Service is provided as a "commercial item" as that term is defined at 48 C.F.R. § 2.101, and the rights granted under these Terms are subject to the restrictions set forth in 48 C.F.R. §§ 12.211 and 12.212.

17.12 Electronic Communications. By using the Service, you consent to receiving electronic communications from Melius, including emails, in-app notifications, and notices posted on the Service. You agree that all agreements, notices, disclosures, and other communications that Melius provides to you electronically satisfy any legal requirement that such communications be in writing.

17.13 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.

17.14 Contact Information. If you have any questions about these Terms, please contact us at:

Melius AI, Inc.

420 Lexington Avenue, Suite 1402 1018

New York, New York 10170

Email: legal@melius.com