PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT”, “EULA”) CAREFULLY. THIS IS A LEGAL AGREEMENT. BY CLICKING “I ACCEPT,” DOWNLOADING, INSTALLING, LOGGING INTO, ACCESSING, OR OTHERWISE USING ANY PART OF vAIsual Inc. (“Company”) SOFTWARE-AS-A-SERVICE PRODUCT, APPLICATION, SERVICES, DOWNLOADED DATA PRODUCTS, HYPERNETWORKS, LORA FILES, AI MODELS, CHECKPOINT FILES, OR RELATED MATERIALS (COLLECTIVELY OR INDIVIDUALLY THE “PRODUCT”; ALL AND ANY REFERENCES TO THE ‘PRODUCT’ WITHIN THIS AGREEMENT SHALL REFER TO ALL OR ANY PART OF THE PRODUCT), OR OTHERWISE MANIFESTING YOUR ASSENT TO THESE TERMS, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNEQUIVOCALLY AGREE TO THE TERMS OF THIS AGREEMENT, CLICK “I DO NOT ACCEPT” AND DO NOT DOWNLOAD, INSTALL, ACCESS, COPY, OR OTHERWISE USE THE PRODUCT. IN THE EVENT YOU ACCEPT THIS AGREEMENT IN ERROR, YOU ARE STRICTLY PROHIBITED FROM USING THE PRODUCT. UNAUTHORIZED USE MAY RESULT IN CIVIL OR CRIMINAL LIABILITY. USE OF THE PRODUCT BY YOU OR YOUR AGENT SIGNIFIES YOUR AGREEMENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

This Agreement is between [vAIsual Inc.] (“Company”, “We”, “Us”, “Our”) and any person or entity (“User,” “You,” or “Your”) who purchases, downloads, installs, logs into, accesses, or otherwise uses the Product, including but not limited to software-as-a-service products, applications, services, downloaded data products, hypernetworks, Lora files, AI models, and checkpoint files. In the event that the User purports to be the agent of, represents, or otherwise acts on behalf of an entity or any other person, references to “User”, “You”, “Your” shall include such entity or person in addition to such representative. The Company and the User each is a “Party” and are collectively referred to as the “Parties.”

1. Scope.

1.1 The User may use the Product upon completion of the payment process and is subject to continuous compliance with the terms of this EULA. The User shall not publish any portion of the Product as images directly. While all generated content resulting from the use of the Product remains the sole property of the User, this right is conditional upon the User’s adherence to the terms of this EULA. The Company makes no claims on such generated content provided the User remains in compliance with this EULA.

1.2 The Product may be used by the User for generating any media for any purpose, provided that such use does not violate the terms of this EULA.

1.3 Other than the granting of rights as set forth in this EULA, the User shall not perform any other acts in relation to the Product or the data contained in the Product. Therefore, among other things, the User may not distribute, rent, loan, lease, sell, sublicense, assign, or transfer all or any portion of the Product, or any rights granted in this EULA, to any other person or entity, or copy or process any data of the Company or of the Product for any purpose other than the permitted use as set forth in this Section 1.

1.4 In no event shall the User reproduce, disseminate, or publicly display the Product as a whole or any part thereof to any other person or entity (e.g., via the World Wide Web (internet) or any other means of data transfer).

1.5. If You breach this EULA (e.g., by using the Product in a prohibited manner or by making the Product wholly or partly available to third parties), then You agree You are liable to the Company as set out in Article 7 and 8 of this EULA.

1.6. The Company may, at any time, impose restrictions or prohibitions on the use of the Product: (i) to the extent they are imposed on the Company by applicable laws or any judicial or regulatory interpretations thereof, or data subjects that have contributed to the Product; or (ii) as reasonably necessary, in the Company’s judgment, to properly manage the integrity of the Product in light of issues concerning privacy, confidentiality, and other issues to which consumers may be sensitive (collectively, “Additional Restrictions”). The User agrees to strictly comply with such Additional Restrictions.

2. Intellectual Property Rights

2.1 The components that make up the Product, including any downloadable AI model files and checkpoints, remain the exclusive Intellectual Property of the Company. While the Company grants usage rights to the Product, it continues to own all rights, title, and interest, including but not limited to Intellectual Property Rights, in and to the Product.

2.2 Any Intellectual Property Rights related to the Product and its augmentations, including downloadable AI model files and checkpoints, are the exclusive property of the Company. However, the Company has no right over the resulting media files created by the User using the Product.

2.3 Nothing in this EULA constitutes a transfer of any of the Company’s Intellectual Property Rights to the User.

2.4 For the purposes of this EULA, 'Intellectual Property Rights' mean all intellectual property rights recognized by any government anywhere in the world. This includes patents, registered and unregistered trademarks and service marks, domain names, registered designs and design rights, copyright (including such rights in computer software and databases), database rights, and moral rights (in each case for the full period thereof and extensions, revivals, and renewals thereof), applications for the foregoing, and the right to apply for any of the foregoing anywhere in the world. It also includes all similar rights anywhere in the world to the greatest extent permitted by law, including those subsisting in inventions, designs, drawings, and computer programs.

3. User Account

3.1. Account Registration and Use. In order to access and use the Product, the User may be required to register with the Company by selecting a username and password to create a User’s Account (“Account”). This Account is for the User’s internal use only, and the User may not share or disclose the Account information to any other person or entity. The User is responsible for maintaining the security, confidentiality, and integrity of their Account, including all and any authorized or unauthorized access and use. If the User suspects any unauthorized disclosure or access to their Account, they must immediately notify the Company. The User agrees to keep their Account information updated and not to access the Product through any means other than their Account.

3.2. Monitoring of Accounts. The Company reserves the right to monitor User Accounts to ensure proper operation of the Product, manage and administer the Company’s business, provide high-quality products and services, verify compliance with laws or this Agreement, protect the Company and its users, and comply with legal or regulatory requirements.

3.3. Interactions with Other Users. The User acknowledges that other users have access to the Product and the information it provides. The actions of these other users are beyond the Company’s control. Therefore, the Company is not liable for any breach of privacy, security, confidentiality, availability, or integrity of the Product or its content resulting from the actions or omissions of other users.

3.4. Data Privacy and Use. The User consents to the Company's collection, storage, and use of data related to the User, their system, and their use of the Product. The Company adheres to a Privacy Policy, which governs the collection, storage, and usage of User data, available at https://www.datasetshop.com/privacy. This Privacy Policy is hereby incorporated by reference.

4. Guarantees and Warranties.

4.1 The Product is provided "as is" without any warranty from the Company of any kind, either express or implied. This includes, but is not limited to, any implied warranty against infringement of third parties' rights, including but not limited to Intellectual Property Rights, or any other warranties of merchantability and fitness for a particular purpose.

4.2 Despite the Company’s efforts to ensure that the Product (or parts thereof) are not covered by rights of third parties, the Company cannot and does not warrant that third parties will not enforce their rights or make claims in relation to this Product. The User shall inform the Company immediately in writing if it becomes aware of any such third-party claims. The Parties shall then discuss the merits of the third parties' claims and how to address these claims.

5. Fees.

5.1 Upon execution of this EULA, the User shall pay to the Company a one-time fee as specified during the checkout process for access to the Product (the “License Fee”). Upon payment of the License Fee, the User will be granted access to the Product for a period of 180 days, and the right to download the Product. The User shall not have the right to download or access any update(s) to the Product after the expiration of the initial 180 day period.


5.2 The User shall have the right to use the Product as set out in the EULA and shall retain unlimited rights, without further restrictions, to the resulting AI-generated models, subject to adherence to the terms and conditions of this EULA. However, these rights are conditional and may be limited or revoked in the event of a violation of any terms of this EULA. In such cases, the User's right to use the Product and any AI-generated models may be suspended or terminated in accordance with the provisions set forth in the EULA regarding non-compliance and violation, and the Company shall have the right to retain all of the above paid License Fee and any associated account balances.

6. Conduct and Prohibitions

6.1 The Company’s Standards and Conduct. The privilege of the User to use the downloadable Product depends on their compliance with the standards and conduct guidelines set forth by the Company. The Company may revoke the User's privileges or take other appropriate measures to enforce these guidelines if violations are brought to, or otherwise come to, the Company’s attention. The User agrees not to use the Product to:

6.1.1 Engage in unlawful or unethical activities, including but not limited to "stalking," harassment, threats, invasion of privacy, predatory behavior, or any action that is harmful, threatening, abusive, harassing, tortious, defamatory, libelous, slanderous, vulgar, obscene, pornographic, profane, indecent, sexually explicit, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable.

6.1.2 Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity.

6.1.3 Forge headers or manipulate identifiers to disguise the origin of any content transmitted through the Product.

6.1.4 Transmit content that the User does not have the right to transmit under any law or under contractual or fiduciary relationships.

6.1.5 Transmit content that infringes any intellectual property or other proprietary rights of any party.

6.1.6 Transmit unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.

6.1.7 Transmit material or content that contains harmful or malicious software intended to interrupt, disrupt, damage, or limit the functionality of any computer software or hardware or telecommunications equipment, or to violate the security of any computer network.

6.1.8 Use automated systems, such as "robots," "spiders," or "offline readers," that access the Product in a manner that sends more request messages to the servers than a human can reasonably produce in the same period using a conventional online web browser.

6.1.9 Engage in activities intended to cause unnecessary traffic or bandwidth consumption, including malicious file sharing, mailbombing, or denial of service attacks.

6.1.10 Disrupt the normal flow of dialogue, cause a screen to scroll faster than other users can type, or otherwise act in a manner that negatively affects other users’ ability to engage in real-time exchanges.

6.1.11 Interfere with or disrupt the Product, servers, or networks connected to the Product, or disobey any requirements, procedures, policies, or regulations of networks connected to the Product.

6.1.12 Violate any applicable local, state, national, or international laws.

6.1.13 Collect, store, or use personal data about other users without their express consent.

7. Indemnification

7.1 Company Indemnification. The Company will defend and indemnify the User for a claim by an unaffiliated third party that the provided Product infringes that party's patent, copyright, or other intellectual property right issued and existing as at the date of this EULA, and will pay the amount of any resulting adverse final judgment issued by a court of competent jurisdiction or of any settlement that We pre-approve in writing provided that: You promptly notify Us in writing of any such claim, give Us reasonable cooperation, information, and assistance in connection with it, and consent to the Company’s sole control and authority with respect to the defense, settlement, or compromise of the claim. The Company will not be obligated under this section if the infringement results from any or all of the following: (i) Your use of the the Product in a manner inconsistent with the terms of this EULA; (ii) Your use of the Product in a manner not authorized by the Company; (iii) use of the Product in applications, environments, or processes for which it was not designed or contemplated; (iv) corrections, modifications, alterations, or enhancements that You make to the Product; (v) use of the Product by any person or entity other than You or Your employees or authorized agents; or (vi) Your willful infringement.

7.2 Enjoined Use. If We believe the Product may be or is subject to an infringement claim, or if a court of competent jurisdiction enjoins Your use of the Product as a result of an infringement claim, We may, at Our expense and Our discretion: (a) procure for You the right to continue using the Product; (b) modify the Product to make it non-infringing; or (c) replace it with a non-infringing equivalent. If We believe that none of these options is reasonably available, then We may terminate the license to the allegedly infringing Product, and Our sole liability will be to refund to You the license fees You paid for such Product.

7.3 User Indemnification. The User will defend, indemnify, and hold the Company harmless from any and all liabilities, damages, losses, expenses, demands, claims, suits, or judgments, including reasonable attorneys' fees, costs, and expenses arising from the User’s unauthorized use of the Product, the use of the output of the Product, or the User’s failure to comply with the terms of this EULA. The Company will promptly notify You in writing of any such claim, give You reasonable cooperation, information, and assistance in connection with it, and consent to Your sole control and authority with respect to the defense, settlement, or compromise of the claim. The Company will not be responsible for any direct or indirect loss or damage that may result from such unauthorized use.

8. Limitation Of Liability

8.1 The Company shall not be liable for any damages resulting from the use of, the inability to use, or the improper use of (in violation of any provision of this EULA, the Product or the results received from use of the Product (by you or any person for whom you provide services or the output of the Product), including damages caused by malware, viruses or any incorrectness or incompleteness of the information obtained, unless such damage is the result of any willful misconduct or from gross negligence on the part of the Company.

8.2 THE COMPANY WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PERSON, REGARDLESS OF THE CAUSE, FOR THE EFFECTIVENESS OR ACCURACY OF THE PRODUCT, FOR THE COST OF PROCURING REPLACEMENT GOODS OR SERVICES, OR FOR LOST PROFITS OR LOST SALES, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF THE PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3 MAXIMUM LIABILITY. IN ANY EVENT, THE COMPANY’S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS EULA WILL NOT EXCEED THE FEES YOU HAVE PAID WITH RESPECT TO THE PRODUCT.

8.4 APPLICABILITY OF DISCLAIMERS AND LIMITATIONS. The User agrees that the Company has set its prices and entered into this EULA in reliance upon the disclaimers and limitations in this section and that these disclaimers and limitations allocate risk between the User and the Company and are an essential part of the bargain between the Parties.

9. Changes

9.1 The Company reserves the right to revise and update this EULA periodically. New EULAs, such as changed or modified EULAs, shall be provided to You. You may be enabled to agree or decline to the terms as set forth in the revised EULA. If You decline to accept new terms set forth in any revised versions of the EULA, You will not be permitted to access the Product (including checkpoints, AI models, and related materials).

10. Choice of Law and Venue.

10.1 The validity of the EULA, its construction, interpretation, and enforcement, and the rights of the Parties hereto shall be determined under, governed by, and construed in accordance with the laws of the State of Delaware (USA).

10.2 The Parties agree that all actions or proceedings arising in connection with the EULA shall be tried and litigated exclusively in the state and federal courts located in the State of Delaware, and irrevocably consent to the jurisdiction of such courts.

11. Miscellaneous.

11.1 All provisions that are intended to survive the termination, by nature or because such has expressly been provided for in this EULA, shall survive such termination. These provisions include, but are not limited to, provisions regarding the intellectual property rights, warranties, limitations of liability, and choice of law and venue.

11.2 If any provision of the EULA is held invalid or unenforceable, despite such invalidity or unenforceability of such provision, all other provisions will remain in full force and effect.

11.3 If the Company does not exercise or enforce any legal right or remedy, this will not constitute a formal waiver of the Company’s rights and or remedies.

11.4 This EULA supersedes all previous agreements and licenses, verbal or written, regarding any dealings with respect to the subject matter of this EULA.

11.5 The headings contained in this EULA are for reference purposes only and shall not affect in any way the meaning or interpretation of this EULA.

11.6 Export. The User agrees not to export, re-export, or provide the Product (including checkpoints, AI models, and related materials) to: (i) any country to which the United States has embargoed goods; (ii) any person on the U.S. Treasury Department's list of Specially Designated Nationals; (iii) any person or entity on the U.S. Commerce Department's Denied Persons List; or (iv) any person or entity where such export, re-export, or provision violates any U.S. Export control or regulation.

11.7 Assignment. The User may not assign, sublicense, or transfer its rights or delegate Your obligations under this Agreement without the Company’s written consent. Any attempt by You to transfer this EULA without the Company’s consent will be void, the purported transferee will acquire no rights whatsoever, and the Company will not be required to recognize the transfer. This provision limits both the right and the power to transfer this EULA and the rights hereunder.