Effective as of September 30, 2025 
1. Acceptance of Terms; Parties; Entire Agreement 

By accessing or using Creatium’s application programming interfaces, software, tools, data, documentation, websites, or related services (collectively, the “Services”), you (“Client,” “User,” “You”) agree to be bound by these Terms and Conditions (the “Terms”) and all policies incorporated by reference, including our Privacy Policy and AI Policy. If you are entering into these Terms on behalf of an entity, you represent that you are authorized to bind that entity, and “You” includes that entity. 

“Creatium,” “We,” “Us,” and “Our” refer to Creatium, Inc., a Delaware corporation, and its affiliates. “Representatives” means Creatium’s personnel, advisors, affiliates, contractors, and suppliers. 

These Terms, together with any Order Forms, statements of work, data processing agreements, and policies incorporated by reference (collectively, the “Agreement”), form the entire agreement between You and Creatium regarding Your use of the Services and supersede all prior or contemporaneous agreements or communications. No agency, partnership, or joint venture is created by these Terms. 

Order of precedence: If there is a conflict among documents, the following order controls: (1) a mutually signed Order Form or separate written agreement; (2) a Data Processing Addendum (solely with respect to data protection matters); (3) these Terms; (4) policies referenced in these Terms. 

2. Eligibility; Accounts 

You must be at least the age of majority in your jurisdiction to enter into these Terms. If you are 13 or older (16 in the EEA/UK) but under the age of majority, you may use the Services only with consent and supervision of a parent or legal guardian who agrees to be bound by these Terms on your behalf. The Services are not directed to children under 13. 

You are responsible for maintaining the confidentiality and security of your account credentials and for all activities that occur under your account, authorized or unauthorized. You must promptly notify us of any suspected unauthorized access or security incident. 

3. Privacy, Data Use, and Security 

Privacy Policy: Our Privacy Policy (https://www.creatium.com/privacy-policy) explains how we collect, use, and disclose personal information. By using the Services, you consent to our processing of personal information as described therein. 

Service Data: “Service Data” means usage, diagnostic, telemetry, and performance data generated by or relating to Your use of the Services. We may use Service Data in aggregated and/or de-identified form to operate, secure, analyze, and improve the Services. 

Training and AI Data Usage: We do not use Your content, User Inputs, or User Outputs to train, refine, or develop our AI models. Our AI Policy (https://www.creatium.com/ai-policy) provides additional details and is incorporated by reference. 

Security: We implement reasonable and appropriate technical and organizational measures designed to protect the security, confidentiality, and integrity of the Services and the data we process. If we become aware of a breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data in our possession, we will notify you without undue delay to the extent required by applicable law. 

4. Data Protection; DPA; Subprocessors  
 
To the extent Creatium processes Personal Data on Your behalf that is subject to EEA, UK, or Swiss data protection laws, the Data Processing Terms in Appendix A (the “DPA”) apply and are incorporated by reference. If You require a countersigned copy, email legal@creatium.com. Subprocessors: Creatium may use subprocessors (e.g., cloud hosting, support). Creatium will impose data protection terms on subprocessors no less protective than the DPA. Creatium will provide at least 30 days’ prior notice of new subprocessors via email or in‑product notice; You may object on reasonable grounds. If the parties cannot resolve an objection, You may terminate the affected Services and receive a pro‑rata refund of prepaid, unused fees. CCPA/CPRA: For California Personal Information, Creatium acts as a “service provider”/“contractor” and will not sell or share Personal Information or retain, use, or disclose it outside the direct business purpose, except as permitted by law and these Terms. Appendix A — Data Processing Terms (Processor/Service Provider) Roles and Scope. You are the controller (or business); Creatium is the processor (or service provider). Creatium will process Personal Data only on Your documented instructions as necessary to provide the Services, as described in the Agreement, and as required by law. Nature and Purpose; Data Subjects; Categories. Processing includes storage, transmission, and other operations to provide and support the Services. Data subjects may include Your end users, employees, contractors, and others whose Personal Data You submit. Categories may include contact details, identifiers, device/usage data, and content You submit. Security. Creatium implements appropriate technical and organizational measures designed to protect Personal Data, including access controls, encryption in transit and at rest, logical segregation, vulnerability management, and logging/monitoring. Confidentiality. Creatium ensures personnel with access to Personal Data are bound by confidentiality obligations. Subprocessing. Creatium may engage subprocessors as described above and will remain responsible for their performance. Assistance. Taking into account the nature of processing, Creatium will assist You with responding to data subject requests and with data protection impact assessments and consultations, as reasonably necessary and permitted by law. Breach Notification. Creatium will notify You without undue delay after becoming aware of a Personal Data Breach affecting Personal Data processed for You, providing information reasonably available to assist Your compliance obligations. International Transfers. Where applicable, the EU Standard Contractual Clauses (2021/914, Module 2) are incorporated by reference between You (data exporter) and Creatium (data importer), with Annex I/II completed by reference to the Agreement and this Appendix. The UK ICO’s Addendum and Swiss addendum apply for UK and Swiss transfers, respectively. Return and Deletion. Upon termination or at Your request, Creatium will delete or return Personal Data, unless retention is required by law. Backups may persist for up to 90 days, after which they are overwritten. Audits. Upon reasonable notice, Creatium will make available information necessary to demonstrate compliance (e.g., summaries of security controls or third‑party audit reports). On‑site audits are permitted once per 12 months on reasonable notice, subject to confidentiality and reimbursement of reasonable costs, and limited to systems relevant to the Services. CCPA/CPRA. Creatium will: (a) not sell or share Personal Information; (b) not combine Personal Information except as permitted; (c) comply with applicable obligations to assist with consumer requests; and (d) notify You if it can no longer meet its obligations.    

5. License to Use the Services We grant You a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services in accordance with these Terms. All rights not expressly granted are reserved by Creatium and its licensors. You may not: (a) copy, modify, translate, create derivative works of, reverse engineer, decompile, or disassemble the Services except to the limited extent permitted by law; (b) remove or alter proprietary notices; (c) use the Services to develop or train models that compete with Creatium without our prior written consent; (d) resell, lease, time-share, or otherwise provide the Services to third parties without authorization.   

6. Your Content; Ownership; License to Operate 

As part of using the Services, You may submit content, code, data, or other materials (“User Input”) and direct the Services to generate content (“User Output,” together “Your Content”). 

Ownership: As between You and Creatium, You retain all rights in Your Content. To the extent Creatium may acquire rights in User Output, Creatium assigns those rights to You. 

License to Operate: You grant Creatium a worldwide, royalty-free license to host, store, process, transmit, display, and otherwise use Your Content solely as necessary to provide, operate, secure, troubleshoot, maintain, support, and improve the Services, and to comply with law. For clarity, this license does not permit us to use Your Inputs or Outputs to train our models unless you opt in. 

Responsibility; Non-Exclusivity of Outputs: You are responsible for ensuring Your Content complies with applicable law and third-party rights. Outputs may not be unique, and the Services may generate similar outputs for others. Outputs may contain inaccuracies, errors, or third-party content; you are responsible for independently evaluating Outputs and obtaining rights before commercial use. 

Third-Party Content: The Services may host, access, or transmit content from you, other users, or third parties. We do not control or endorse Third-Party Content and are not liable for losses arising from it. 

Monitoring; Removal: We are not obligated to pre-screen content but may review, remove, or disable access to content at any time for any reason, including suspected violations of these Terms or law, and may suspend or terminate accounts in appropriate circumstances (including for repeat infringement). 

Safe Harbor: Nothing in these Terms waives protections available under 47 U.S.C. § 230, 17 U.S.C. § 512 (DMCA), or analogous laws. 

7. Acceptable Use Policy (AUP) 

You will not use the Services to: 

- Violate law or third-party rights; upload or share content without necessary rights, authorizations, or permissions; or disclose others’ personal data without a lawful basis or required consents. 

- Generate, upload, or distribute malware; conduct phishing, spam, or unsolicited communications; engage in credential stuffing or other abusive practices; or interfere with or disrupt networks, hosts, or users. 

- Exploit or harm minors; create or distribute content that is sexually exploitative or sexual content involving minors; promote terrorism, violence, or self-harm; or engage in doxxing or harassment. 

- Engage in hateful, discriminatory, or illegal conduct; or incite violence against protected classes. 

- Infringe intellectual property, publicity, or privacy rights; or circumvent technical measures, security controls, or rate limits. 

- Misrepresent the origin or authenticity of content, including synthetic or manipulated media; where disclosure is required by law or platform policy, you must clearly and conspicuously disclose AI involvement. You must not use the Services to create deepfakes or synthetic content to deceive or defraud. 

- Benchmark or test for competitive analysis without our written consent; scrape, harvest, or mass-extract data from the Services except as permitted by an applicable API license; or use automated tools to access endpoints in violation of our rate limits or policies. 

- Use the Services in safety-critical or high-risk environments where failure could result in death, personal injury, or severe environmental or property damage (including medical devices, autonomous vehicles, aviation, nuclear facilities, life support, or emergency services). 

8. API-Specific Terms 

API Keys: You must keep API credentials confidential and not share them except with your authorized personnel. You are responsible for key rotation and implementing reasonable safeguards to prevent unauthorized use. 

Rate Limits and Fair Use: You must comply with published rate limits and quotas. Do not attempt to bypass or work around limits or fees. 

Caching and Storage: Do not cache or store data returned from the API beyond what is necessary for your application’s functionality, and only in compliance with applicable law and our policies. 

Attribution and Disclosures: Where required by law or policy, you must disclose that certain content or functionality is powered by AI and/or Creatium. You must not remove or obscure notices, watermarks, or attribution we include. 

No Misrepresentation: Do not misrepresent your application as being created by or affiliated with Creatium, and do not use our trademarks except as permitted in Section 16 (Publicity and Branding). 

9. Professional Use; No Professional Advice; Human Review 

The Services and Outputs are provided for informational purposes only and do not constitute legal, financial, medical, or other professional advice. You must independently verify Outputs and use human review before relying on them for decisions that could have legal, financial, medical, safety, or other significant consequences. 

10. Subscriptions; Trials; Fees; Taxes; Changes 

Subscriptions and Trials: Some Services require a paid subscription. By enrolling, you agree to recurring charges until canceled. We may offer free tiers or trials; we may modify or discontinue them at any time. Beta or pre-release features may be offered as described in Section 12. 

Fees and Billing: You authorize Creatium to charge your payment method for subscription fees, usage-based charges, and applicable taxes. Unless stated otherwise, all fees are in U.S. dollars and non-refundable except where required by law. 

Price Changes: We may change prices with at least 30 days’ advance notice for recurring subscriptions. Changes take effect at your next billing cycle. 

Taxes: Fees are exclusive of taxes, duties, and similar assessments. You are responsible for all such amounts, excluding taxes based on our net income. If withholding taxes apply, you will pay additional amounts so that the net amount received by Creatium equals the amount invoiced. 

Billing Disputes; Chargebacks: You must notify us of any billing dispute within 30 days of the charge; otherwise, the charge is deemed accepted. If you initiate a chargeback without first attempting to resolve the dispute with us in good faith, we may suspend your account. 

Late Payments; Suspension: Overdue amounts may incur interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may suspend or terminate Services for non-payment following reasonable notice. You are responsible for reasonable costs of collection. 

11. Service Modifications; Deprecations; Support; SLA 

Modifications: We may modify or discontinue features or functionality. For materially adverse API changes or deprecations, we will provide at least 60 days’ advance notice where practicable. 

Support: Unless otherwise agreed in writing, we provide standard support via online resources and email during business hours. No specific response or resolution times are guaranteed. 

SLA: No service-level commitment is provided unless set out in a signed agreement or Order Form. 

12. Beta and Preview Features 

We may offer alpha, beta, or pre-release features (“Beta Features”). Beta Features are provided “as is,” may be suspended or discontinued at any time, may be less reliable or accurate than generally available features, and are excluded from any SLAs or warranties. Your feedback on Beta Features is welcome and subject to Section 17 (Feedback). 

13. Confidentiality 

Each party may receive non-public information identified as confidential or that reasonably should be understood to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform under these Terms and will protect it using at least reasonable care. Confidential Information does not include information that is publicly available through no breach, was known without confidentiality obligations, is independently developed without use of the other party’s Confidential Information, or is disclosed under legal process (with prompt notice and cooperation to seek protective treatment where lawful). 

14. Security Testing 

You may not perform penetration testing, vulnerability scanning, or other security testing of the Services without our prior written authorization. 

15. Intellectual Property; Third-Party Services; Open Source 

The Services, software, documentation, trademarks, logos, and related intellectual property are owned by Creatium or its licensors. Except as expressly permitted, you may not copy, modify, distribute, or otherwise use our IP without written permission. 

Third-Party Services: The Services may enable integrations with third-party products or services. Your use of third-party services is governed by their terms, and Creatium is not responsible for third-party services. 

Open Source: The Services may include open-source components subject to their own licenses. To the extent required by those licenses, the terms of such licenses will govern your use of the applicable components. 

16. Publicity and Branding 

We may identify You as a customer and use Your name and logo in customer lists, websites, and marketing materials. You may opt out at any time by emailing [publicity-optout@creatium.com]. You must not use Creatium’s names, logos, or marks without our prior written consent, except for truthful, non-misleading attribution as required or permitted here. 

17. Feedback 

If You provide ideas, suggestions, or feedback, You grant Creatium a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use, copy, modify, distribute, and create derivative works from such feedback for any purpose without restriction or obligation to You. 

18. Copyright Complaints (DMCA) 

If you believe your intellectual property has been infringed, please send a notice compliant with 17 U.S.C. § 512(c)(3) to: 

Legal@creatium.com  

Your notice must include: (a) your contact information; (b) identification of the copyrighted work; (c) identification of the infringing material and its location; (d) a good-faith statement that the use is unauthorized; and (e) a statement under penalty of perjury that you are authorized to act. We maintain a policy to terminate in appropriate circumstances users who are repeat infringers. 

19. Legal Compliance; Export Controls; Anti-Corruption; Government Rights 

Export and Sanctions: You represent that you are not located in, under the control of, or a national or resident of any country or on any list subject to U.S. or other applicable embargoes, sanctions, or export restrictions. You will comply with U.S. and other applicable export control and sanctions laws and will not use the Services for prohibited end uses. 

Anti-Corruption: You will comply with all applicable anti-bribery and anti-corruption laws, including the U.S. FCPA and UK Bribery Act, and will not offer or accept improper payments or anything of value to influence actions. 

Government End Users: The Services and documentation are “commercial products” and “commercial computer software” under FAR/DFARS. Government end users acquire rights only as set forth in these Terms. 

20. Disclaimers 

As Is; No Warranties: The Services and Outputs are provided “as is” and “as available.” To the fullest extent permitted by law, Creatium disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, and quiet enjoyment. We do not warrant that the Services or Outputs will be uninterrupted, error-free, secure, or free of harmful components, or that defects will be corrected. 

No Professional Advice: The Services and Outputs do not constitute legal, financial, medical, or other professional advice. You are responsible for verifying Outputs and using human review for consequential decisions. 

High-Risk Uses: You may not use the Services in safety-critical or high-risk environments as described in Section 7. 

21. Indemnification 

You will defend, indemnify, and hold harmless Creatium and its Representatives from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Your Content; (b) Your use of the Services; (c) Your applications or products that interact with the Services; or (d) Your violation of these Terms or applicable law. 

IP Indemnity by Creatium: Except as may be expressly provided in a mutually signed Order Form, Creatium does not provide an intellectual property indemnity. 

22. Limitation of Liability 

Indirect Damages: To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenues, goodwill, data, or business interruption. 

Caps: To the maximum extent permitted by law, Creatium’s total aggregate liability for all claims arising out of or related to the Agreement will not exceed the greater of: (a) the amounts You paid to Creatium for the Services giving rise to the claim in the 12 months preceding the event first giving rise to liability; or (b) $100. For free or Beta Features, our liability is limited to $0. 

Carve-Outs: The foregoing limitations do not apply to liability that cannot be limited under applicable law, or to Your payment obligations or Your indemnification obligations. 

Basis of the Bargain: The parties agree that these limitations reflect an allocation of risk and form an essential basis of the bargain. 

23. Equitable Relief 

You acknowledge that unauthorized use or disclosure of Creatium’s Confidential Information or intellectual property may cause irreparable harm. Creatium may seek injunctive or other equitable relief without posting a bond, in addition to other remedies. 

24. Force Majeure 

Creatium will not be liable for any delay or failure to perform due to events beyond our reasonable control, including natural disasters, labor disputes, power or internet failures, cyberattacks, government actions, or acts of third parties. 

25. Term; Termination; Suspension; Data Return and Deletion 

Term: These Terms remain in effect until terminated. 

Your Termination: You may terminate at any time by ceasing use of the Services and closing your account. 

Suspension/Termination by Creatium: We may suspend or terminate access immediately if you violate these Terms, create risk or possible legal exposure, fail to pay fees, or for suspected fraudulent or abusive activity. We may terminate for convenience with reasonable notice; if we terminate for convenience and you have prepaid fees, we will refund the unused portion. 

Effect of Termination: Upon termination, you must cease all use of the Services and delete any materials from the Services in your possession, except as otherwise permitted by law. 

Data Export and Deletion: Before termination, you may export Your Content via available tools. Following termination, we will delete Your Content within 60 days, subject to legal retention obligations and standard backup retention (up to 90 additional days). We may retain Service Data as permitted by law for security, compliance, and operational purposes. 

26. Dispute Resolution; Arbitration; Governing Law; Venue 

Informal Resolution: Before filing a claim, you agree to attempt to resolve the dispute informally by contacting us at [legal@creatium.com]. If we cannot resolve within 30 days, either party may proceed as below. 

Arbitration: Except for claims that may be brought in small claims court or claims seeking injunctive relief to protect IP or Confidential Information, any dispute arising out of or relating to the Agreement will be resolved by binding arbitration administered by the American Arbitration Association (AAA). If you are a consumer, the AAA Consumer Arbitration Rules apply; otherwise, the Commercial Arbitration Rules apply. The seat and venue of arbitration is San Francisco, California. The arbitration will be conducted by a single arbitrator, in English, and will be confidential. 

Class Action Waiver: To the extent permitted by law, you and Creatium agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. 

Mass Arbitration: If 25 or more similar arbitration demands are filed by or with the same counsel, the AAA’s mass arbitration procedures (if any) apply; otherwise, the parties will select 10 bellwether cases to proceed first. The remaining cases will be stayed until the bellwether cases are resolved, after which the parties will engage in good-faith discussions to resolve remaining cases. 

Fees: Payment of filing, administration, and arbitrator fees will be governed by AAA rules. We will pay such fees for consumer claimants to the extent required by law. 

Opt-Out: You may opt out of arbitration within 30 days of creating your account by sending written notice to: Creatium, Inc. by email to legal@creatium.com with the subject “Arbitration Opt-Out,” including your name, account email, and a statement that you opt out. 

Governing Law; Venue: These Terms are governed by the laws of the State of California, without regard to its conflict of laws principles. Where arbitration does not apply, the exclusive jurisdiction and venue will be the state and federal courts located in San Francisco, California, and both parties consent to personal jurisdiction there. 

27. Notices 

We may provide notices to you via email, in-product messages, or by posting on our website or dashboard. Notices are deemed given when sent or posted. You must send legal notices to: Creatium, Inc., to legal@creatium.com. Billing notices may be sent to your billing contact. 

28. Assignment 

You may not assign or transfer these Terms or any rights or obligations without our prior written consent, except that you may assign to a successor in interest in connection with a merger, acquisition, or sale of substantially all assets, provided you give us notice and the assignee agrees to be bound by these Terms. Creatium may assign these Terms as part of a corporate reorganization, merger, acquisition, or sale of assets. 

29. Changes to Terms 

We may update these Terms from time to time. For material changes, we will provide reasonable advance notice (e.g., by email or in-product notice). The updated Terms will be effective on the stated effective date. If you do not agree to the changes, you must stop using the Services before the effective date; continued use after that date constitutes acceptance. 

30. Miscellaneous 

Severability: If any provision is found unenforceable, the remaining provisions remain in full force and effect. 

No Waiver: Failure to enforce any provision is not a waiver. 

Headings: Headings are for convenience only. 

Independent Contractors: The parties are independent contractors. 

Survival: Sections that by their nature should survive will survive termination, including Sections 3–7, 9–12, 13–23, 25–30. 

Appendix: Definitions and Clarifications 

- “AI Policy” means the policy available at https://www.creatium.com/ai-policy, which sets out additional terms governing AI-related use and disclosures. 

- “Non-Sanctioned Uploads” refers to any content for which you lack necessary rights, authorizations, or permissions (including third-party intellectual property, proprietary, or confidential information), or any personal data of others uploaded without a lawful basis or required consents, or otherwise uploaded in violation of these Terms or applicable law. 

Important placeholders to complete before publishing: Insert physical mailing address(es); DMCA email; publicity opt-out and legal contact emails if they differ from the placeholders used above. Register your DMCA Agent with the U.S. Copyright Office and keep the registration current.