[Poster Studio] Terms of Service

These Terms of Service, including any referenced or attached exhibits, appendices, documents and policies (collectively, the “Agreement”), form a binding agreement between Aiquire Inc. or any of its Affiliates (collectively, “Company”, “we”, “our” or “us”) and the individual or entity using the Services and thereby agreeing to the Agreement(“Customer”, “User”, “you” or “your”). This Agreement governs all access to, viewing of and use of Company's website located at [Please insert the website] (the “Website”) and availing the services on the Website, which services shall include generation of any content for Your commercial or personal use using artificial intelligence algorithms, obtaining any consultation on the Website on the content you wish to generate (collectively, “Services”) offered on or through the Website. This Agreement is effective as of your initial access to the Website or use of the Services hereunder, whichever is earlier (the “Effective Date”). Company and you are each a “Party” and collectively, the “Parties.”

BEFORE USING THIS WEBSITE AND/OR THE SERVICES OFFERED BY THE COMPANY, PLEASE CAREFULLY READ THIS AGREEMENT. BY USING OR ACCESSING OUR SERVICES OR WEBSITE IN ANY MANNER, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT TO THE EXCLUSION OF ALL OTHER TERMS, AS AMENDED FROM TIME TO TIME. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS OF THIS AGREEMENT, THEN YOU MUST NOT USE OUR SERVICES OR ACCESS THE WEBSITE. YOUR CONTINUED USE OF THE WEBSITE AND/OR SERVICES WILL BE DEEMED CONFIRMATION YOUR ACCEPTANCE OF THESE TERMS.

BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND YOU HAVE THE AUTHORITY TO ENTER INTO AND BE BOUND BY THIS AGREEMENT PERSONALLY AND, IF APPLICABLE, ON BEHALF OF ANY PERSON OR ENTITY THAT YOU IDENTIFY TO US AS THE CUSTOMER IN THE APPLICABLE COMPANY ACCOUNT RECORD, BILLING STATEMENT, ONLINE SUBSCRIPTION PROCESS OR ORDER. NOTWITHSTANDING THE FOREGOING, THE SERVICES ARE NOT AVAILABLE TO CHILDREN UNDER 18 YEARS OF AGE.

ARBITRATION NOTICE: YOU AGREE THAT ANY DISPUTES BETWEEN YOU AND US ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW IN THE “DISPUTE RESOLUTION” SECTION.

OUR WEBSITE

This Website is operated by Aiquire Inc., a Delaware corporation, having its principal place of business at 625 W Adams St Chicago, Illinois 60661.

We may update our Website from time to time and may change the content at any time. We do not guarantee that our site, or any content on it, will be free from errors or omissions. We do not guarantee that our site, or any content on it, will always be available or be uninterrupted. We do not guarantee any desired outcome, merchantability or accuracy of our Services. You are also responsible for ensuring that all people who access our Website through your Account are aware of the terms of this Agreement and that they comply with them.

DATA COLLECTION AND USE

Please refer to our Privacy Policy for information about how we collect, process and transfer information about you and any data or content shared by you when you use our Website and/or Services. Transfer and storage of information about you and any data or content shared by you whilst you use our Website and/or Services, is governed by our Privacy Policy. You acknowledge and agree that your use of our Website and/or Services is subject to our Privacy Policy.

We may use User Content in an anonymized manner for machine learning, in order to support and improve the Services and you hereby consent to such retention and use of the User Content.

USER ACCOUNTS

We may require you to register an account with us (“Account”) to access and use features or functionalities including the Services, that we may establish and maintain from time to time and in our sole discretion. Registration may require you to submit certain personal identification information, including but not limited to name, address, contact number, industry, company, title, social media username and profile picture or image. By creating an Account, you: (i) represent that the information shared is accurate, current, and complete information for your Account, (ii) agree to maintain and promptly update, as necessary, your Account information, (iii) agree to maintain the security of your Account login information, (iv) agree to be responsible for all activity that occurs via your account even if that activity is not by you or is without your knowledge or consent, and (v) agree to immediately notify us if you discover or otherwise suspect any security breaches related to your Account. You are entirely responsible for maintaining the confidentiality, security and control of your Account login information and for all activities that occur in your Account. We are not liable for any loss or damage arising from your failure to comply with the above requirements.

USER CONTENT

Our Service allows you to post, upload, link, store, share and otherwise make available certain information, text, graphics, designs, images, photographs, videos, audio, illustrations, trademarks, trade names, page headers, scripts, service marks, logos, slogans, filters or any other material (“Content”). You are responsible for Content that you post on or through the Services, including its origin, adequacy, relevancy, accuracy, legality, reliability, and appropriateness.

When you upload, post, or otherwise provide Content to us by any means, in connection with our Services (all such content “User Content” which shall include without limit any audio or video material, images, trademarks, data, information, or executable code, in any medium or form) you warrant, represent and undertake that you have full power and authority to do so and to enter into this Agreement; you are the sole owner of such User Content or you have obtained, and shall maintain at all times, all rights, licences, permissions, clearances and consents necessary in order you to avail the Services and for us to fully exercise the rights granted to us under this Agreement; any User Content does not and will not at any time (a) infringe any copyright, trademark, or patent or other intellectual property right of any third party; (b) misappropriate any trade secret; (c) be deceptive, defamatory, obscene, pornographic, censored content under applicable laws or unlawful; (d) contain any viruses, worms or other malicious computer programming codes intended to damage Company's system or data; and (e) otherwise violate the rights of a third party; and you will do all things as may be requested by us from time to time (including providing information, signing documents and consents and submitting forms) in order to enable us to provide Services in relation to the User Content.You aresolely responsible for the User Content you post, upload, publish, display or otherwise make available on our Website, and for any other action or omission that results from your use of the Services, or the use by a person or an entity that you have authorized under your Account. Company is not obligated to back up any User Content; the User is solely responsible for creating backup copies of any User Content at User's sole cost and expense. The ownership to User Content shall remain with the User and the User retains all right, title and interest in and to the User Content.

You expressly release Company and all Company's agents, officers, employees, representatives, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, and causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the use of your User Content. Notwithstanding the foregoing, you should let us know immediately (by email to info@posterstudio.ai) if you object to any uses of your User Content on or through the Services or in the promotion of the Services.

User grants Company a non-exclusive, royalty-free, fully paid up, worldwide, irrevocable license (with the right to sublicense) to access, host, run, reproduce, process, adapt, modify, translate, store, process, publish, transmit, display, distribute, create derivative works of the User Content, without any additional compensation to you and use the User Content for the purposes of providing and supporting the Services and operating or improving the Services.

Company retains the right to remove any User Content uploaded or posted on our Website for any or no reason and to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.

PROHIBHITED USES

You are responsible to ensure that the manner of your use of the Services and the Content that you have generated is not in violation, breach or non-compliance of any applicable laws or infringing upon the rights of any third parties, such as privacy and intellectual property laws, and that such use is not obscene, pornographic, harmful and doesn't spread harmful misinformation.

You may not upload any User Content or use the Services to edit, create, store or share any Content that:

Is unlawful, libellous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent.
Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any person or otherwise create liability or violate any local, state, national or international law.
Sexualizes other people, including minors, or that is intended to facilitate inappropriate interactions with minors, other users or the public.
May infringe, misappropriate or violate any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any person.
Contains any private or personal information of any person without such person's consent.
Contains any viruses, corrupted data or other harmful, disruptive or destructive files or content.
Is, in our sole judgment, objectionable or that restricts or inhibits any other person from using or enjoying the Services, or that may expose us or others to any harm or liability of any type.

You represent, warrant and agree that you will not use the Services by uploading the User Content or otherwise:

To engage in any harmful, fraudulent, deceptive, harassing, threatening, intimidating, predatory, defamatory, obscene, stalking or otherwise objectionable conduct.
For sale or to the benefit of any third party or in any manner not permitted by this Agreement.
In any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of the Services in any manner.
To decipher, decompile, disassemble or reverse engineer any aspect of the Services (such as the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas or algorithms), do anything that might discover the source code, bypass or circumvent measures employed to prevent or limit your access to any part of the Services.
To develop or to use any third-party applications that interact with the Services without our prior written consent, including any scripts designed to scrape or extract data from the Website.
To display, mirror or frame the Website, or any individual element within the Website, Company's name, any trademark, logo or other proprietary information without our express written consent.
To copy, modify, host, stream, sublicense, or resell the Services.
For any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement.
To send any unsolicited or unauthorized advertising, promotional materials, spam, emails, junk mail, chain letters or other forms of solicitation.
To place an advertisement of any products or services on the Website except with our prior written approval.
To violate any applicable law or regulation.

We are not obligated to monitor access to or use of the Services, nor to monitor, review, censor or edit any User Content or other content included Content generated in use of the Services. However, we in our sole discretion reserve the right to do so for the purposes of operating the Services, ensuring compliance with this Agreement, protecting the rights and safety of our personnel and third parties, and complying with legal requirements. We may disable or remove access to any data or content that, in our judgment, does not comply with this Agreement or is otherwise harmful, objectionable, or inaccurate; but we are not responsible for any failure or delay in removing such data or content. We may suspend or terminate access to and/or use of any Account and/or Services, without notice, for any suspected or actual violation of this Agreement. If we do suspend Services, we will make commercially reasonable efforts to limit the suspension to the affected portion of the Services, and each Party will make commercially reasonable efforts to promptly resolve the issues causing the suspension. We also reserve the right to investigate violations or other conduct that affects or threatens to affect the Services. In addition, you acknowledge that we may consult and cooperate as required with investigations by law enforcement, regulatory and governmental authorities.

LIMITED LICENSE; INTELLECTUAL PROPERTY

The Website, Services, the text, graphics, designs, images, photographs, videos, audio, illustrations, trademarks, trade names, page headers, button and application icons, scripts, service marks, logos, slogans, filters, tools, software and other content contained therein, excluding your User Content (collectively, “Company Content”) (and intellectual property rights in or to the preceding items) are owned by us or licensed to us and are protected under both United States and foreign laws. Except as explicitly stated in this Agreement, we and our licensors, as applicable, reserve all rights, title and interests (including without limitation all intellectual rights) in and to the Website and/or the Services and the Company Content. Your use of the Company Content shall be always subject to this Agreement and, if applicable, additional terms and conditions that we may communicate to you from time to time, such as terms and conditions from our licensors (such additional terms, Supplemental Terms). You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Website and/or the Services and the Company Content solely for your own personal use, or commercial purpose (“User License”); however, such User License is subject to this Agreement and (if applicable) any Supplemental Terms and does not include any right to: (i) sell or resell the Services and Content; (ii) copy, reproduce, distribute, publicly perform or publicly display the Company Content, except as expressly permitted by us or our licensors; (iii) modify the Company Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of the Services or the Company Content, except as expressly set forth in this Agreement and any Supplemental Terms; (iv) use any data mining, robots or similar data gathering or extraction methods; or (v) use the Services or the Company Content other than as expressly provided in this Agreement and any supplemental Terms. Any use of the Services or Company Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the User License granted under this Agreement and (if applicable) the Supplemental Terms. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Company Content.

If you provide us feedback regarding the use, operation, performance, or functionality of our Website, Services, or business (collectively, Feedback), you hereby grant us a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive right and license to exploit and commercialize the Feedback, improve the Services, and develop and/or commercialize new offerings, which we will solely and exclusively own.

Third-Party Links

Certain content, products and services available via our Service may include materials from third parties. Third-party links on this Website may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Open-Source Software

Certain or all features or aspects of the Services may be derived from the use of open source, or “free software” and you acknowledge and agree that the Services carry no warranty of originality or copyrightable content. Further, the use of Services is subject to open source or “free software” licenses or other similar licenses (collectively, Open Source). The Open-Source license terms arenot intended to be replacedor overridden by the license and other terms of this Agreement; however, the limitations of liabilities, disclaimers, and this provision apply to any such Open Source. Nothing in this Agreement limit your rights under, or grants you rights that supersede, the terms and conditions of any applicable Open-Source license. If required by any license for particular Open-Source Software, Company may make such Open-Source Software, and Company's modifications to that Open-Source Software, available upon written request at the notice address specified below.

SUBSCRIPTIONS

Subscriptions. Access to the Services is billed on a recurring subscription basis for the term specified under the respective subscription plan purchased by you (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription(s)”) entitling you to access and use the Services in accordance with this Agreement, which you purchase via an order on a monthly, quarterly or annual basis. You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly, quarterly or annual basis, depending on the type of Subscription Plan you select when purchasing a Subscription.

At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it, or the Company cancels it. You may cancel your Subscription renewal either through your online account management page or by contacting Company by sending an email to the following address: info@posterstudio.ai

Subscription Upgrade. During the Subscription Term, User may upgrade its Subscription Plan by either: (i) adding Authorized Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding add-on features and functionalities; and/or (iv) upgrading to a longer Subscription Term or any other additional features as updated on the Website from time to time (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won't, as indicated within the Service purchased under such order. Upon a Subscription Upgrade, User will be billed for the applicable increased amount of Subscription Fees, at our then-current rates, either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by User will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by User upon the date on which the Subscription Upgrade was made.

Free Trials. Company may, at its sole discretion, offer you with access to and use of Services for a free trial for a limited period of time (“Free Trial”), subject to submission of a valid order and pursuant to this Agreement. To the extent that we offer a free-trial period upon registration, that free-trial is only applicable once to your Account. We will make the Free Trial available to you on a trial basis, free of charge until the earlier of (i) the end of the free trial period (if not terminated earlier) or (ii) the start date of your paid Subscription. You may be required to enter your billing information in order to sign up for Free Trial. If you do enter your billing information when signing up for Free Trial, you will not be charged by Company until Free Trial has expired. You may cancel the Free Trial at any time during the Free Trial period and incur no charge. On the last day of Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.

Unless you purchase a Subscription to the applicable Services before the end of your Free Trial, all User Content in the Free Trial may be permanently deleted at the end of the Free Trial, and we will not recover it. No compensation or refund will be provided with respect to any Free Trial. At any time and without notice, Company reserves the right to (i) modify terms of Service of Free Trial offer, or (ii) cancel such Free Trial offer.

Credits. Users are issued credits (“Credits”) at a one-to-one conversion i.e., every poster, image, or content download (“Creative Download (s)”) equals to one Credit received by the User. These Credits will be credited to your User Account as per the Subscription Plan you select. Credits do not constitute property, do not entitle a User to a vested right or interest, and have no cash value. As such, Credits are not redeemable for cash, transferable, or assignable for any reason. Unless specifically indicated otherwise, Credits may be used for Creative Downloads only and not for any Third-Party Service or other payment of whatsoever kind.

Any Credits that may accrue to User's Account, for any reason, will expire and be of no further force and effect, upon the earlier of: (i) the end of each then-current Billing Cycle unless otherwise determined by Company in its sole and absolute discretion, or (ii) the expiration or termination of the applicable Subscription under the Account for which such Credits were given; and (iii) in case such Credits accrued for an Account with a Free Trial that was not upgraded to a Subscription Plan, then upon the expiration or termination of the Free Trial.

PURCHASES

You are responsible for all Subscription fees applicable to Services ordered or purchased, as well as any implementation or consultation fees (each a“Fee”and collectively,“Fees”). We may also offer or perform additional services which are not included in your purchased subscription, and which may be subject to additional Fees.

All fees are exclusive of any applicable taxes, which You are solely responsible to pay.

We reserve the right to adjust our pricing from time to time and at our sole discretion. In such event, prices will remain fixed during the term of your initial Subscription, and adjusted fees will be applicable only after the term of your new Subscription.

The plan is billed in advance on a monthly basis, and usage-based fees, which apply if you go over your allotted usage, will be billed as they go.

Payment is processed on the Website, which includes athird-party paymentor credit card processor's services. The payment processors or credit card company's agreement governs your use of the designated account or credit card you provide, and you must refer to that agreement and not this Agreement to determine your rights and liabilities relating to such agreement, account and activities. By providing us with your account or credit card number and associated payment information, you agree that we are authorized to immediately invoice your account for all fees due and payable and that no additional notice or consent is required. You agree to immediately notify us of any change in your billing address or the account or credit card use for the payment. All fees are non-refundable and exclusive of any applicable taxes, which the User is solely responsible to pay. You will indemnify us for any taxes relating to your purchase or use of the Services, except for taxes relating to our income.

If you wish to dispute in good faith any Fee that we have billed, you must notify us in writing of the dispute within 15 days of the applicable billing or invoice date. The Parties will then coordinate promptly to resolve the dispute.

If an undisputed portion of a due and payable Fee becomes delinquent, we may (i) suspend or terminate Services, (ii) apply a late charge on the unpaid amount equal to the lesser of 1.5% per month or the maximum rate allowed by law, and/or (iii) pursue any other available remedy.

CONFIDENTIALITY

Each Party's confidential information shall (i) remain the sole property of that Party and (ii) be used by the other Party only as described herein and may not be disclosed, provided, or otherwise made available to any other third party except that: (a) such confidential information may be disclosed to the other Party's employees or agents who have a need to know in the scope of their work during the time they are performing services under this Agreement and are under the other Party's security and control; and(b) any disclosure required by law, a court of competent jurisdiction or any governmental or regulatory authority.Confidential information does not include (a) information that the recipient can establish was already known to the recipient at the time it was disclosed in connection with this Agreement, (b) information that is developed independently by the recipient or received from another third party lawfully in possession of the information and having no duty to keep the information confidential, (c) information that becomes publicly known other than by a breach of this Agreement, or (d) information disclosed in accordance with a valid court order or other valid legal process.

Each Party agrees to hold the confidential information of the other Party in strictest confidence and not to copy, reproduce, distribute, publish, or disclose such confidential information to any person except as expressly permitted by this Agreement.

MARKETING

During the Term and thereafter, the User grants the Company a non-exclusive license to use User's name and logo as a reference for marketing or promotional purposes on Company's website, marketing collateral and sales presentations, and in other public or private communications with User's existing or potential customers, subject to User's standard trademark usage guidelines as provided to Company from time to time.

DISCLAIMER

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR CONDITION OF ANY KIND AND WE MAKE NO REPRESENTATIONS OR GUARANTEES THAT THEY WILL MEET DESIRED OUTCOME, ALWAYS BE SAFE, SECURE, OR ERROR-FREE, OR THAT THEY WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. YOU ACKNOWLEDGE THAT THE SERVICES MAY BE SUBJECT TO MALFUNCTIONS AND DELAYS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE FULLEST EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE TAKE NO RESPONSIBILITY AND ASSUME NO LIABILITY FOR: (A) THE DELETION OF, OR THE FAILURE TO STORE OR TRANSMIT, USER CONTENT AND OTHER CONTENT MAINTAINED BY THE SERVICES; (B) ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH OUR SERVICES; (C) THE COMPLETENESS, QUALITY, ACCURACY, AVAILABILITY, TIMELINESS, SECURITY, OR RELIABILITY OF THE SERVICES; (D) ANY HARM TO YOUR DEVICE, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE SERVICES; (E) THE OPERATION OR COMPATIBILITY OF THE SERVICES, INCLUDING ANY CONTENT, WITH ANY OTHER APPLICATION OR ANY PARTICULAR SYSTEM OR DEVICE; (F) ANY THIRD-PARTY SERVICES, PRODUCTS, ACTS, OMISSIONS OR POLICIES; AND (G) WHETHER OR NOT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

LIMITATIONS OF LIABILITY

TINDIRECT DAMAGES. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

LIMITATION OF LIABILITY. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES (INCLUDING ANY CONTENT), OR ANY THIRD-PARTY SERVICES WILL NOT EXCEED THE GREATER OF USD $100 OR THE AMOUNT YOU HAVE ACTUALLY PAID US IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. YOU ACKNOWLEDGE AND AGREE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SERVICES HEREUNDER.

INDEMNIFICATION

To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless us and our affiliates including its officers, employees and representatives from and against any claims, liabilities, damages, losses, and expenses (including, but not limited to, attorneys' fees and costs) arising out of or in any way connected with: (i) unauthorized or unlawful access to or use of the Services and any information obtained therefrom; (ii) User Content; (iii) any Content or data posted or used by you, or any other party's use of any Service with your credentials; and/or (iv) any breach of this Agreement, applicable law or regulation, unless arising directly from Company's fraud, gross negligence, or wilful or criminal misconduct.

DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS “DISPUTE RESOLUTION” SECTION REQUIRES YOU TO SUBMIT TO BINDING ARBITRATION OF ANY AND ALL DISPUTES WITH US (EXCEPT AS EXPRESSLY PROVIDED FOR BELOW) ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

If a dispute arises from or relates to this Agreement or the breach thereof, and if the dispute cannot be settled through direct discussions within 30 days from the notification of a dispute by either party. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration by a single arbitrator administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be San Francisco, California and the arbitration shall be governed by the laws of the State of California. This Agreement shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods nor the Computer Information Transactions Act, the application of which is expressly excluded. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages, except as may be required by statute. The arbitrator shall not award consequential damages in any arbitration initiated under this section. Each party shall bear its own costs and expenses and an equal share of the arbitrators and administrative fees of arbitration. YOU AND WE EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. Notwithstanding anything in this Agreement to the contrary, Company shall have the right, at its election, to seek injunctive or other equitable relief in any court of competent jurisdiction in order to protect its intellectual property rights, and to enforce or obtain compliance with this Agreement without first submitting such matter to arbitration.

ACCOUNT DEACTIVATION, DELETION AND TERMINATION

Account deactivation/ deletion. Users are able to deactivate their Account on the Website and/or delete their Account at any time for no reason. To do so, Users must send an email to the following address: info@posterstudio.ai requesting the deactivation or deletion of their Account. A copy of some form of identity may be requested to avoid any risk of identity theft. The cancellation of the Subscription and/or the deletion of an Account is final as the Account is irreversibly deleted and the data relating thereto is automatically deleted and cannot be recovered. The cancellation of the subscription and/or the deletion of an Account does not prevent Users from re-registering and creating another Account.

Termination. This Agreement shall remain in full force and effect while you use the Services. Youmay decide tocancel your Accountwhenever you want, at your sole discretion. We may terminate or suspend your access to the Services at any time and without prior notice, for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. We are not responsible for any loss or harm related to your inability to use the Services. Upon any termination, discontinuation or cancellation of the Services, all provisions of this Agreement, which by their nature should survive, will survive, including without limitation, ownership provisions, warranty disclaimers, indemnity provisions, limitations of liability and dispute resolution provisions.

Upon termination or expiration of this Agreement: (i) all rights to access or use the Services will terminate and we will cease providing the Services; (ii) you will timely pay all applicable Fees accrued but unpaid; (iii) all liabilities accrued before the date of termination or expiration will survive; and (iv) upon request, each receiving Party will return or destroy all copies of disclosing Party's confidential information, except for one archival copy captured by system-backup media, provided that the backup media are maintained in confidence.

TRADE COMPLIANCE

You will comply with all applicable U.S. and non-U.S. export controls, import controls, and trade sanctions laws (“Trade Laws”). You will not access, use, or download, or allow others to access, use, or download, Services, or conduct purchase transactions: (a) if you or they are located in a country or region subject to comprehensive U.S. trade sanctions; (b) if you or they are listed on any U.S. or EU restricted parties list; (c) in connection with activities, individuals, or entities that are located in a country or region subject to comprehensive U.S. trade sanctions; or (d) in any way that would otherwise violate applicable Trade Laws. You or they will not disguise your or their location through IP proxying or other methods.

You will not, and will not allow others to, directly or indirectly, export, re-export, provide, resell, transfer, or otherwise dispose of Services: (a) to any individual, entity, country, or region prohibited by Trade Laws; (b) to anyone on any U.S. or EU government restricted parties list; or (c) for any purpose prohibited by Trade Laws.

You will not, and will not allow others to, use, distribute, or transfer Services, third-party content, or third-party services in any manner that violates applicable laws, including all applicable Trade Laws.

Services may not be resold, transferred, or otherwise disposed of in a country or region subject to comprehensive U.S. trade sanctions or to a person or organization sanctioned by U.S. or EU government authorities.

CONTACT INFORMATION

If you have any questions, complaints or claims with respect to this Agreement and/or the Services, please contact us via email at info@posterstudio.ai or our mailing address:

Aiquire Inc.

625 W Adams St Chicago,

Illinois 60661

MISCELLANEOUS

Changes. Company reserves the right to update and amend this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting revised Agreement on the Website. The date reference above indicates when this Agreement was last changed. Your continued use of the Services following any changes to this Agreement constitutes your acceptance of such changes.

Assignment. You may not assign this Agreement or any of the rights granted hereunder without the prior written consent of Company, and any attempted assignment without such consent shall be void. All of our rights and obligations under this Agreement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise. This Agreement will be fully binding upon, inure to the benefit of, and be enforceable by us and our respective successors and assigns.

Severability. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.

Governing Law. The laws of the State of California will govern this Agreement and any claim, without regard to conflict of law provisions.

Entire Agreement. This Agreement makes up the entire agreement between you and Company regarding your use of the Services and supersede any prior agreements between you and us regarding the subject matter of this Agreement.