AWEN TERMS OF USE

These Terms of Use govern access to and use of the services provided by Awen AI Corporation ("Awen," "we," "us" or "our").

By creating an Account, purchasing a subscription, clicking to accept these Terms or accessing or using the Services, you agree to these Terms.

1. Who these Terms apply to

1.1 Customers and Users

A "Customer" is the individual, company, organization or other person that creates or controls an Account, purchases a subscription or otherwise enters into these Terms.

A "User" is an individual who accesses or uses the Services.

Where an individual uses the Services on their own behalf, that individual is both the Customer and the User.

Where a User accesses the Services on behalf of a company, organization or another person:

(a) that company, organization or person is the Customer;

(b) the User represents that they are authorized to accept these Terms on behalf of the Customer; and

1.2 Age and legal capacity

You must be at least thirteen years old to create an Account or use the Services.

If you have not reached the legal age required to enter into these Terms independently, your parent or legal guardian must:

(a) review and accept these Terms on your behalf;

(b) authorize your use of the Services; and

Awen may require reasonable evidence of age, identity, authority or parental or guardian consent and may restrict or suspend access where that evidence is not provided.

Awen does not knowingly permit children under thirteen years of age to create Accounts or use the Services.

1.3 Consumer rights

A "Consumer" means an individual who uses the Services primarily for purposes outside their trade, business, craft or profession.

If you are a Consumer, nothing in these Terms excludes or limits any right, remedy, guarantee or protection that cannot lawfully be excluded or limited.

Where a provision of these Terms conflicts with mandatory consumer law, that provision applies only to the maximum extent permitted by that law.

2. Description of the Services

2.1 Awen platform

Awen provides an artificial-intelligence-powered platform for creating, editing, transforming, analysing, organizing and managing digital content and creative workflows.

Depending on the applicable Plan, configuration and technical availability, the Services may allow Users to:

(a) submit prompts, instructions, documents, data, images, videos, audio, designs, references and other materials;

(b) generate, edit, transform, enhance, analyse or organize text, images, video, audio, three-dimensional assets, documents and other content;

(d) create and configure Brains, knowledge environments, projects, workspaces and reusable workflows;

(e) collaborate with other Users;

(f) save, review, download and export content;

(g) view information concerning the Inputs, prompts, models and processing steps used to create eligible content;

(h) access provenance, lineage, audit, governance and risk-review functionality where included in the applicable Plan; and

(i) use other functionality made available by Awen from time to time.

2.2 Plans

The features, models, storage, generation capacity, usage limits, retention periods, administrative controls and support available to a Customer depend on the applicable subscription, trial or other service plan selected by the Customer (the "Plan").

Not all Services or features are available under every Plan.

2.3 Artificial-intelligence systems

The Services use automated systems, including generative artificial-intelligence models.

Content generated or processed through the Services may be inaccurate, incomplete, unexpected, similar to existing content or unsuitable for the User's intended purpose.

Users must independently review Output Content before relying on, publishing, distributing, producing or commercially using it.

The Services and Output Content do not constitute legal, medical, financial, accounting or other professional advice.

2.4 Changes to the Services

Awen may introduce, modify, replace, suspend or discontinue models, providers, features, tools, workflows, interfaces and technical components.

Awen does not guarantee that a particular model, provider, feature, workflow or technical configuration will remain available.

Awen may make changes without advance notice where reasonably necessary for security, safety, legal compliance, provider availability, abuse prevention or the continued operation of the Services.

Where reasonably practicable, Awen will provide advance notice of a change that materially reduces the principal functionality of a paid Plan.

If a change has more than a minor adverse effect on a Consumer's access to or use of a paid Service, the Consumer may terminate the affected subscription within thirty days after the change or the applicable notice, whichever is later. Awen will provide any prorated refund required by applicable law.

A change to an individual model, provider, workflow, interface or supporting feature will not be treated as a material reduction where the Services continue to provide substantially equivalent principal functionality.

3. Accounts and Authorized Users

3.1 Account information

Users must provide accurate, complete and current information when creating and using an Account.

Users must promptly update their Account and billing information when it changes.

3.2 Authorized Users

A Customer may authorize employees, contractors, collaborators or other individuals to access its Account as Authorized Users.

The Customer is responsible for:

(a) selecting its Authorized Users;

(b) deciding what permissions they receive;

(d) their acts and omissions in connection with the Services.

3.3 Administrators

Where an Account includes administrative functionality, Administrators may create, configure, manage, suspend and remove Authorized Users and control their permissions.

The Customer is responsible for selecting its Administrators and for actions taken through Administrator Accounts.

3.4 Account security

Users must:

(a) keep login credentials confidential;

(b) not share an individual Account with another person;

(d) comply with authentication and security requirements introduced by Awen; and

(e) notify Awen promptly of any suspected unauthorized access, credential compromise, security incident or misuse.

The Customer is responsible for activity conducted through its Account, except to the extent directly caused by Awen's breach of an express security obligation under these Terms or an applicable Data Processing Agreement.

3.5 Trials and demonstration Accounts

Awen may provide free, trial or demonstration access for a limited period.

Awen may modify, restrict, suspend or end such access at any time.

Unless the Customer purchases an applicable paid Plan, the Account and associated content may become inaccessible or be deleted at the end of the trial or demonstration period.

4. Access to the Services

4.1 Licence

Subject to payment of applicable fees and compliance with these Terms, Awen grants the Customer a limited, non-exclusive, non-transferable and non-sublicensable right during the applicable subscription period to access and use the Services.

A Customer with an organizational Account may permit its Authorized Users to exercise this right on its behalf.

4.2 Availability

Awen will use commercially reasonable efforts to provide paid Services.

Access may be interrupted, delayed or restricted because of:

(a) planned or emergency maintenance;

(b) updates, upgrades or technical changes;

(d) security, safety or legal concerns;

(e) the Customer's equipment, systems or internet connection;

(f) suspension permitted under these Terms; or

(g) circumstances outside Awen's reasonable control.

Unless expressly included in a separately signed service-level agreement, Awen does not guarantee any particular uptime, response time or recovery time.

4.3 Technical requirements

Users are responsible for obtaining and maintaining the equipment, software, browser, internet connection and systems required to access the Services.

Awen may publish and update recommended or required technical configurations.

4.4 Backups

Users must maintain independent copies of any content or information important for personal, professional, business, legal, regulatory, compliance or archival purposes.

Awen is not a permanent archival or backup service unless expressly agreed otherwise in writing.

5. Fees and billing

5.1 Fees

The Customer must pay the subscription, usage and other fees displayed at checkout or stated in the applicable Order.

An "Order" means an online subscription selection, checkout, order form or other ordering document accepted by Awen.

Unless otherwise stated, subscription fees are payable in advance at the beginning of each billing cycle.

5.2 Automatic renewal

Paid subscriptions automatically renew for successive periods equal to the previous subscription period unless the Customer cancels before the applicable renewal date.

Before the Customer purchases a subscription, Awen will display or otherwise make available the applicable:

(a) subscription price;

(b) billing frequency;

(d) trial-conversion terms, where applicable; and

(e) cancellation method.

The Customer authorizes Awen and its payment provider to charge the selected payment method for subscription fees, usage charges, Top-Ups and applicable taxes.

Awen will provide an electronic confirmation of the subscription. Awen will also provide renewal notices where required by applicable law.

Where a subscription was purchased online, Awen will make an online cancellation method available.

5.3 Price changes

Awen may change subscription prices by providing reasonable advance notice.

Unless mandatory law requires otherwise, a price change applies from the Customer's next renewal.

5.4 Failed payments

If a payment is overdue or unsuccessful, Awen may:

(a) retry the payment method;

(b) restrict or suspend access;

(d) terminate the subscription.

The Customer remains responsible for amounts accrued before suspension or termination.

5.5 Taxes

Fees exclude sales, use, value-added, withholding and similar taxes unless expressly stated otherwise.

The Customer is responsible for applicable taxes, except taxes imposed on Awen's net income.

6. Capacity and usage

6.1 Capacity Allocation

The Services may operate on a capacity-based usage model.

Each Plan may include a specified amount of generative or processing capacity for each billing cycle (the "Capacity Allocation").

Different actions may consume different amounts of capacity depending on factors including:

(a) the operation performed;

(b) the model or provider used;

(d) processing intensity;

(e) workflow complexity; and

(f) other relevant technical parameters.

Awen may update capacity consumption rates to reflect changes in models, costs, infrastructure or product configuration.

6.2 Capacity exhaustion

When the available Capacity Allocation reaches zero, Awen may suspend or restrict generation or processing functionality until:

(a) the next billing cycle begins; or

(b) the Customer purchases additional capacity.

Capacity exhaustion does not constitute a failure or unavailability of the Services.

6.3 Top-Ups

Awen may allow Customers to purchase additional capacity during an active subscription period (a "Top-Up").

Unless Awen states otherwise:

(a) Top-Ups are billed separately;

(b) Top-Ups are non-refundable once purchased;

(d) unused Top-Up capacity expires when the relevant subscription terminates or expires.

Awen may apply minimum purchases, maximum balances, expiration conditions, promotional restrictions or technical limits.

6.4 Seat-based and organizational capacity

Plans may allocate capacity:

(a) to individual Users;

(b) to individual seats;

(d) between departments, teams or projects.

The Customer is responsible for configuring and managing capacity across its Account.

6.5 Usage information

Awen may display remaining capacity, historical consumption, action-level usage and billing summaries.

Awen's internal systems and logs will control in the event of a discrepancy, except in the case of manifest error.

6.6 Fair usage

Awen may implement rate limits, concurrency limits, throttling, spending controls and other safeguards where reasonably necessary to:

(a) protect the security, integrity or stability of the Services;

(b) prevent abuse, fraud or prohibited automation;

(d) manage infrastructure resources; or

(e) protect other Users.

7. Cancellation and refunds

7.1 Cancellation

A Customer may cancel a subscription using the Account interface or another cancellation method made available by Awen.

Unless mandatory law provides otherwise, cancellation takes effect at the end of the current paid billing period. The Customer will normally retain access until that date.

7.2 Consumer withdrawal rights

Consumers may have a statutory right to withdraw from an online subscription within a specified period.

Where such a right applies, Awen will provide the information and cancellation process required by applicable law.

Where permitted by law, Awen may ask a Consumer to:

(a) expressly request that the Services begin before the withdrawal period expires; and

(b) acknowledge the effect that beginning or completing performance may have on the right of withdrawal.

Nothing in these Terms removes a statutory withdrawal or cancellation right that has not been validly waived, lost or exercised.

7.3 Refunds

Except where required by mandatory law or expressly agreed by Awen:

(a) subscription fees are non-refundable;

(b) no prorated refund or credit is provided for an unused portion of a billing period;

(d) cancellation does not affect charges incurred before cancellation takes effect.

7.4 Generations and processing operations

A generation or processing operation may consume capacity once initiated.

Except where required by law, capacity used for an initiated or completed operation is not refundable merely because a User is dissatisfied with the quality, accuracy, style, usability or instruction adherence of the result.

Awen may, at its discretion, restore capacity affected by a verified technical failure within Awen's systems.

8. Acceptable use

8.1 Lawful use

Users must use the Services lawfully, responsibly and in accordance with these Terms.

Users must not use the Services in a manner that infringes, misappropriates or otherwise violates the rights of Awen or another person.

8.2 Prohibited activities

Users must not:

(a) use the Services for unlawful, fraudulent, deceptive, harmful, abusive or unauthorized activity;

(b) gain or attempt to gain unauthorized access to an Account, system, model, network, infrastructure or data;

(c) interfere with, disrupt, overload, circumvent or impair the operation, security, integrity, restrictions or usage limits of the Services;

(d) introduce malware, viruses, harmful code or other damaging material;

(e) reverse engineer, decompile, disassemble or attempt to derive source code, model weights, system prompts or other non-public components, except to the limited extent that applicable law expressly prohibits this restriction;

(f) scrape, extract or use the Services to develop, train or provide a competing model, product or service;

(g) sell, sublicense, distribute or provide unauthorized third-party access to the Services;

(h) impersonate another person or misrepresent identity, affiliation, authorization, endorsement or sponsorship;

(i) create, upload or distribute content that is unlawful, threatening, violent, hateful, harassing, defamatory, discriminatory, obscene or exploitative;

(j) create or distribute unlawful sexual content or any sexual content involving minors;

(k) promote terrorism, self-harm, unlawful weapons or other illegal activities;

(l) submit personal data unlawfully or use the Services for unlawful surveillance, biometric identification or profiling;

(m) use Output Content to make decisions producing legal or similarly significant effects concerning a person unless that use is lawful and expressly supported by the applicable Services; or

(n) continue using affected Output Content after receiving credible notice that it may violate applicable law or third-party rights.

8.3 Enforcement

Awen does not undertake to monitor all Inputs or Output Content.

Awen may investigate suspected misuse and may remove or restrict content, preserve relevant records, suspend or terminate access or notify competent authorities where Awen reasonably considers that action necessary to:

(a) comply with applicable law or a binding legal request;

(b) protect a person or the Services;

(d) enforce these Terms.

8.4 AI-generated content disclosures

The User is responsible for providing any label, notice or disclosure required by applicable law when publishing, distributing or otherwise using AI-generated or AI-manipulated content.

This responsibility includes any disclosure required for content that:

(a) could reasonably be mistaken for authentic content;

(b) depicts or imitates a real person, event, place or object;

(d) is published to inform the public on a matter of public interest; or

(e) is used in advertising, political, commercial or promotional communications.

The User must not remove, conceal or materially alter any watermark, metadata, provenance indicator or other disclosure applied by Awen where that disclosure is required for legal, safety or compliance purposes.

Awen may introduce technical labels, watermarks, metadata or other disclosure mechanisms where reasonably necessary to comply with applicable law.

9. User responsibilities

The Customer represents and warrants that:

(a) it has the legal capacity and authority required to enter into and comply with these Terms;

(b) it holds all rights, licences, consents, permissions and authorizations required to provide User Data and Inputs to the Services;

(d) it has provided all required notices and obtained all required lawful bases for personal data submitted through the Services; and

(e) it will maintain appropriate independent backups.

The Customer is solely responsible for:

(a) its equipment, systems, networks, software and internet connection;

(b) the legality and content of User Data, Inputs and instructions;

(d) reviewing and approving Output Content before use;

(e) deciding whether Output Content is accurate, appropriate and suitable;

(f) obtaining required licences, consents, permissions and clearances;

(g) the context in which Output Content is used;

(h) the publication, production, distribution, modification, combination or commercialization of Output Content; and

(i) relationships, transactions, disputes and claims between the Customer and third parties arising from the Customer's use of the Services or Output Content.

10. User Data

10.1 Ownership

As between Awen and the Customer, the Customer retains all right, title and interest in User Data.

Nothing in these Terms transfers ownership of User Data to Awen.

10.2 Licence to Awen

The Customer grants Awen and its authorized subprocessors a limited, non-exclusive licence to host, copy, process, transmit, display, modify and otherwise use User Data only as reasonably necessary to:

(a) provide, operate, secure, maintain and support the Services;

(b) process Inputs and generate Output Content;

(d) prevent fraud, misuse and security incidents; and

(e) comply with applicable law.

This licence continues for as long as reasonably necessary to provide the Services and complete applicable backup, security, export, retention and deletion processes.

10.3 We do not train on your data

Awen does not use Customer Content to train artificial-intelligence or machine-learning models.

For purposes of this Section, “Customer Content” means User Data, Inputs, Output Content, Brain Content, and any other content submitted to, generated through, or stored in the Services by or on behalf of a Customer or User.

Awen will not use Customer Content to train, fine-tune, retrain, or otherwise update the parameters of any artificial-intelligence or machine-learning model. Awen will not knowingly permit any model provider or other subprocessor to use Customer Content for any such purpose.

This restriction applies to all models, including general-purpose, shared, proprietary, provider-owned, and Awen-owned models. It applies to every Customer and User, regardless of the applicable Plan. Customers and Users do not need to opt out or enter into a separate Data Processing Agreement for this restriction to apply.

Awen may process Customer Content only as reasonably necessary to:

(a) provide the Services and complete operations requested by the Customer or User;

(b) operate, maintain, secure, and support the Services;

(d) follow the Customer’s or User’s instructions; and

(e) comply with applicable law.

Creating embeddings, indexes, temporary caches, retrieval systems, or similar technical resources solely to provide a feature requested by the Customer or User does not constitute model training, provided that Customer Content is not used to update model parameters or improve a model for Awen, another customer, or a third party.

Awen may use technical identifiers, performance metrics, and aggregated or anonymized operational information to operate, secure, and improve the Services only where that information:

(a) does not contain the substance of Customer Content;

(b) cannot reasonably be used to identify a Customer or User; and

10.4 Operational information

User Data does not include:

(a) the Services or Awen Materials;

(b) Awen's billing, security, fraud-prevention and operational records;

(d) aggregated or anonymized information that does not identify the Customer or an individual and cannot reasonably be used to reconstruct User Data.

Awen may use such information to operate, secure, monitor, support and improve the Services.

10.5 Model providers and subprocessors

Awen may engage authorized cloud, infrastructure, model, and service providers to process Customer Content solely for the purposes permitted under these Terms.

Awen will take commercially reasonable measures to ensure that model providers and other subprocessors are contractually prohibited from using Customer Content to train, fine-tune, retrain, or otherwise update or improve any artificial-intelligence or machine-learning model.

Where technical controls or provider configurations are available, Awen will use configurations designed to prevent Customer Content from being retained or used for model training or improvement.

Awen will not knowingly route Customer Content through a provider, product, or configuration that permits Customer Content to be used to train, fine-tune, retrain, or otherwise update or improve an artificial-intelligence or machine-learning model.

If Awen becomes aware that a provider or subprocessor has used Customer Content in violation of these restrictions, Awen will take reasonable and prompt steps to:

(a) stop the unauthorized use;

(b) prevent further unauthorized processing;

(d) take appropriate remedial action.

Where an applicable Data Processing Agreement or other written agreement provides a Customer with stronger data-use or data-protection terms, that agreement will apply in addition to these Terms and will control to the extent of any conflict.

10.6 Export and deletion

The Customer is responsible for exporting User Data and Output Content while the Account and relevant features remain available.

Following termination, expiry or deletion, Awen may delete or make User Data inaccessible in accordance with its retention practices and applicable data-protection terms.

Awen is not required to retain, restore or reconstruct deleted User Data unless required by applicable law or an applicable Data Processing Agreement.

11. Personal data

11.1 Processing on behalf of Customers

Where Awen processes personal data contained in User Data on the Customer's behalf:

(a) the Customer acts as controller or business; and

(b) Awen acts as processor or service provider,

as those terms are defined under applicable data-protection law.

An applicable Data Processing Agreement governs that processing.

11.2 Awen's independent processing

Awen may act as an independent controller for personal data used for:

(a) Account administration;

(b) billing;

(d) communications;

(e) legal compliance; and

(f) Awen's legitimate business administration.

Such processing is governed by Awen's Privacy Notice.

11.3 Customer responsibility

The Customer is responsible for:

(a) determining whether personal data may lawfully be submitted to the Services;

(b) providing required privacy notices;

(d) responding to individuals whose personal data the Customer controls; and

(e) configuring and using the Services in compliance with applicable data-protection law.

11.4 Required assistance

Nothing in these Terms limits assistance or cooperation that Awen is expressly required to provide under applicable law or an applicable Data Processing Agreement.

Providing such assistance does not constitute an indemnity, defence obligation, assumption of liability or broader contractual claim-support service.

12. Confidentiality

12.1 Confidential Information

"Confidential Information" means non-public information disclosed by or on behalf of one party to the other party that:

(a) is identified as confidential; or

(b) should reasonably be understood to be confidential because of its nature or the circumstances of disclosure.

The Customer's Confidential Information includes non-public User Data, Brain Content, business materials, creative projects, product plans and other non-public content submitted to the Services.

Awen's Confidential Information includes non-public information concerning the Services, technology, security, pricing, product plans, models, workflows and business operations.

12.2 Protection and use

The party receiving Confidential Information must:

(a) use it only to exercise its rights or perform its obligations under these Terms;

(b) protect it using at least reasonable care;

(c) disclose it only to employees, contractors, Affiliates, professional advisers and service providers who need to know it and who are subject to appropriate confidentiality obligations; and

(d) not disclose it to any other person without the disclosing party's authorization.

12.3 Exclusions

Confidential Information does not include information that the receiving party can demonstrate:

(a) is or becomes public without breach of these Terms;

(b) was lawfully known to the receiving party without a confidentiality obligation;

(d) is independently developed without use of the disclosing party's Confidential Information.

12.4 Required disclosure

The receiving party may disclose Confidential Information where required by law, regulation or a binding order.

Where legally permitted and reasonably practicable, the receiving party will give the disclosing party advance notice and reasonable assistance to seek confidential treatment or another protective measure.

12.5 Duration

The obligations in this Section continue for as long as the relevant information remains confidential.

13. Awen intellectual property

13.1 Awen Materials

"Awen Materials" means the Services and all software, systems, technologies, models, interfaces, APIs, tools, libraries, templates, prompts, workflows, documentation, methodologies, processes, configurations, designs, know-how and improvements owned, licensed, developed or used by Awen independently of User Data and Output Content.

Awen and its licensors retain all right, title and interest in the Services and Awen Materials.

Except for the limited access right expressly granted under these Terms, no right or licence in Awen Materials is granted to the Customer.

13.2 Restrictions

Users must not:

(a) copy, reproduce, modify, create derivative works from or distribute Awen Materials except as expressly permitted by Awen;

(b) remove proprietary notices;

(d) sell, assign, sublicense or transfer access to the Services; or

(e) use Awen's name, trademarks or branding without Awen's prior written permission.

13.3 Feedback

A User may voluntarily provide suggestions, ideas or feedback concerning the Services.

Awen may use that feedback without restriction or payment, provided that Awen does not incorporate or disclose User Data or the Customer's Confidential Information in doing so.

14. Output Content and third-party rights

14.1 Definitions

"Input" means any prompt, query, instruction, data, content, document, file, image, video, audio, design, reference or other material submitted, uploaded, selected or otherwise made available to the Services by or on behalf of a User.

"Output Content" means content or material generated, edited, transformed or otherwise produced by the Services in response to an Input.

"Third-Party Materials" means content, works, data, trademarks, brands, designs, trade dress, images, likenesses, personalities, characters, stylistic references or other material subject to third-party rights that is submitted, referenced, requested, described or otherwise introduced by or on behalf of a User.

"Identity Rights" means rights relating to a person's name, image, likeness, voice, signature, persona, identity, biometric characteristics, performance or other indicia of identity, including privacy, publicity, personality, digital-replica, false-endorsement, passing-off and similar rights.

14.2 Rights in Output Content

As between Awen and the Customer, and subject to applicable third-party rights, the Customer may use, reproduce, modify, adapt, publish, distribute, display and commercialize Output Content for lawful purposes.

Awen does not claim ownership of Output Content.

To the extent Awen holds any assignable right in Output Content generated specifically for the Customer, Awen assigns that right to the Customer upon full payment of applicable fees.

This assignment does not include Awen Materials or Third-Party Materials.

14.3 No guarantee that rights arise

Awen does not represent or warrant that:

(a) intellectual property rights arise in Output Content;

(b) Output Content is unique, original, registrable or protectable;

(d) Output Content is accurate or complete;

(e) Output Content does not resemble existing material or a real person; or

(f) Output Content is legally cleared for an intended use.

14.4 Third-Party Materials

Users must not submit, reference, request or use Third-Party Materials unless the Customer holds all rights, licences, consents and permissions required for:

(a) processing those materials through generative artificial-intelligence systems; and

(b) the intended use, publication, production, distribution, modification, combination or commercialization of the resulting Output Content.

Third-Party Materials remain subject to the rights of their respective owners.

Awen acquires no ownership in Third-Party Materials and grants no licence, clearance or legal protection concerning them.

14.5 Review and clearance

The Customer is solely responsible for:

(a) identifying rights that may apply to Inputs, Third-Party Materials or Output Content;

(b) obtaining all required rights, licences, consents and permissions;

(d) determining whether Output Content is accurate, appropriate and legally compliant; and

(e) clearing Output Content for the intended use, context and territory.

14.6 Human likenesses and Identity Rights

Before using Output Content depicting or representing a human face, body, voice, performance or other human characteristic, the Customer must conduct a reasonable contextual review to determine whether the content could reasonably be understood as depicting, resembling or being endorsed by an identifiable person.

Where a potential identity or endorsement risk exists, the Customer must not use the Output Content unless it:

(a) has obtained all required consents and permissions; or

(b) has modified or replaced the Output Content so that the person is no longer reasonably identifiable.

The Customer is responsible for associated captions, advertising, branding, placement and any express or implied representation of sponsorship, approval, participation, endorsement or affiliation.

14.7 Notice of potential claims

The Customer must promptly stop using affected Output Content after receiving a credible complaint, claim or notice indicating a potential infringement, Identity Rights issue, false endorsement or other violation of third-party rights.

15. Provenance and traceability

15.1 Basic Provenance

Awen may make a per-asset, view-only record available for eligible Output Content showing recorded information concerning its generation, including available Inputs, prompts and model information ("Basic Provenance").

Basic Provenance may be available only while:

(a) the relevant asset has been saved;

(b) the asset and Account continue to exist;

(d) the applicable retention period has not expired.

15.2 Traceability Functionality

Advanced provenance, lineage, audit or governance functionality may be available under eligible Plans ("Traceability Functionality").

Depending on the Plan and technical availability, this may include:

(a) navigation of recorded generation, editing and transformation steps;

(b) access to available data associated with recorded steps;

(d) extended retention of lineage information; and

(e) automated audit or risk-review tools.

API access, bulk exports, automated extraction and high-volume processing may require a separate arrangement.

15.3 Preservation responsibility

The Customer is responsible for accessing, exporting and preserving available provenance and lineage information while it is available.

Awen is not required to retain, restore, reconstruct or preserve such information after:

(a) an asset or Account is deleted;

(b) the subscription terminates or expires;

(d) the relevant functionality becomes unavailable.

15.4 Informational tools only

Basic Provenance, lineage information, awen.zip, audit tools and Traceability Functionality are informational and operational tools only.

They do not constitute:

(a) legal advice or legal clearance;

(b) certification, approval or validation;

(d) evidence that Output Content is original or non-infringing;

(e) a guarantee that all relevant activity has been recorded;

(f) facial recognition, biometric identification or likeness clearance, unless expressly agreed in writing; or

(g) an indemnity, defence obligation, reimbursement right or other legal protection.

The absence of a warning, risk flag or identified person does not establish that Output Content is legally cleared for use.

16. Customer responsibility for third-party claims

16.1 Business Customers

A "Business Customer" means a Customer that uses the Services primarily for purposes relating to its trade, business, craft or profession. A Business Customer may be an individual, company, organization or other legal entity.

To the extent permitted by applicable law, a Business Customer shall indemnify, defend and hold harmless Awen, its Affiliates, officers, directors, employees, licensors, subprocessors, service providers and agents from and against any third-party claim, proceeding, investigation, liability, judgment, settlement, damage, loss, cost and reasonable legal fee arising from or relating to:

(a) the Business Customer's or an Authorized User's breach of these Terms or applicable law;

(b) User Data, Inputs, instructions or Third-Party Materials submitted or introduced by or on behalf of the Business Customer;

(c) the Business Customer's selection, approval, use, publication, production, distribution, modification, transformation, combination or commercialization of Output Content;

(d) an allegation that User Data, Inputs, Third-Party Materials or Output Content used by or on behalf of the Business Customer infringes or violates an intellectual property, privacy, publicity, personality, Identity Right, consumer-protection, advertising or other third-party right;

(e) a claim that Output Content used by or on behalf of the Business Customer depicts, resembles, imitates or misappropriates an identifiable person;

(f) any caption, statement, placement, branding, campaign, advertisement or other representation suggesting sponsorship, endorsement, approval, participation or affiliation;

(g) continued use of Output Content after notice of a credible potential claim or rights issue; or

(h) failure to obtain or comply with a required licence, consent, permission, attribution, disclosure, notice or use restriction.

The Business Customer is not required to indemnify Awen to the extent a final, non-appealable judgment determines that the relevant claim resulted directly from Awen's fraud or wilful misconduct.

16.2 Business indemnity procedure

Awen will give the Business Customer reasonably prompt notice of an indemnified claim. A delay in notice relieves the Business Customer of its obligations only to the extent the delay materially prejudices the defence.

The Business Customer may control the defence using counsel reasonably acceptable to Awen.

The Business Customer may not settle a claim without Awen's prior written consent where the settlement:

(a) admits wrongdoing or liability by Awen;

(b) imposes an obligation on Awen;

(d) does not fully and unconditionally release Awen.

Awen may participate in the defence using counsel of its choice at its own expense.

If the Business Customer does not assume the defence promptly, Awen may defend the claim and recover its reasonable costs under this Section.

16.3 Consumers

A Consumer does not have a general contractual obligation to defend Awen, appoint legal counsel for Awen or take control of a third-party claim.

A Consumer remains responsible, to the extent permitted by applicable law, for losses, liabilities and reasonable costs directly caused by:

(a) the Consumer's fraud or intentional unlawful conduct;

(b) the Consumer's deliberate or reckless misuse of the Services;

(c) Inputs or Third-Party Materials that the Consumer knew, or reasonably should have known, they had no right to submit or use;

(d) the Consumer's material infringement of another person's intellectual property, privacy, publicity, personality or Identity Rights;

(e) a materially false or misleading representation of sponsorship, endorsement, approval, participation or affiliation made by the Consumer; or

(f) the Consumer's continued use of Output Content after receiving credible notice that the use violates applicable law or another person's rights.

A Consumer is not responsible under this Section to the extent the relevant loss or claim was caused by Awen's act, omission, breach of these Terms, fraud, wilful misconduct or other conduct for which Awen is legally responsible.

Nothing in this Section limits any defence, right or protection available to a Consumer under mandatory law.

16.4 Application of the liability cap

The Business Customer's obligations under Sections 16.1 and 16.2 are not limited by the liability cap in Section 21, except to the extent prohibited by applicable law.

A Consumer's responsibility under Section 16.3 is governed by applicable law and is not expanded by this Section beyond what is fair, proportionate and legally enforceable.

17. No Awen indemnity or claims protection

17.1 No reciprocal indemnity

Awen provides no indemnity, defence obligation, hold-harmless undertaking, reimbursement obligation, settlement funding, legal-fee funding or contractual claim-support obligation to the Customer or any User under these Terms.

This applies to claims concerning:

(a) Inputs or User Data;

(b) Third-Party Materials;

(d) intellectual property or Identity Rights;

(e) privacy, publicity, personality, endorsement, advertising or consumer-protection rights;

(f) use of the Services; or

(g) use, publication or commercialization of Output Content.

17.2 No provider protection

Awen has no obligation to:

(a) contact a model provider or another third party concerning a Customer claim;

(b) submit, notify, pursue or enforce a claim against a provider;

(d) commence or participate in proceedings against a provider;

(e) disclose provider agreements, communications, legal advice, privileged information or claim materials; or

(f) transfer or pass through any protection or recovery available to Awen.

Any provider indemnity, defence, recovery, credit or other protection available to Awen is for Awen's sole benefit unless Awen expressly agrees otherwise in a separate written agreement signed by authorized representatives of both parties.

17.3 Paid features do not provide legal protection

No subscription payment, Top-Up, capacity purchase, support service, Traceability Functionality, audit tool, risk-management feature, storage service, export or other paid or unpaid feature creates:

(a) an indemnity;

(b) a defence obligation;

(d) claim support;

(e) provider protection or pass-through rights;

(f) a warranty of non-infringement; or

(g) legal clearance.

17.4 Voluntary assistance

Any voluntary assistance, communication or administrative cooperation provided by Awen does not create an ongoing duty, waiver, indemnity, defence obligation or assumption of liability.

17.5 Separately agreed protection

Additional indemnity, defence, reimbursement, claim-support or provider pass-through protection exists only where it is expressly stated in a separate written agreement signed by authorized representatives of Awen and the Customer.

The name or description of a Plan, feature, module or service does not itself provide any such protection.

17.6 Mandatory obligations

This Section does not exclude an obligation that Awen is expressly required to perform under applicable law or an applicable Data Processing Agreement.

Performing such an obligation does not create an indemnity, defence obligation or broader contractual claim-support duty.

18. Model and provider usage

18.1 Models and tools

Awen may use proprietary and third-party models and tools for:

(a) text generation and analysis;

(b) image generation, editing and enhancement;

(d) audio processing;

(e) three-dimensional content;

(f) document processing and extraction;

(g) classification, tagging and routing;

(h) moderation and safety support; and

(i) related infrastructure and workflow functions.

Awen's current informational list of models and providers used by the Services is available in Models.

18.2 Model selection

Unless a User expressly selects a supported model or technical route, Awen may select and configure the model, provider, workflow, parameters and technical sequence used for a request.

Selection may depend on quality, capability, availability, cost, latency, safety, infrastructure and compatibility.

18.3 Customer requests

Where a User requests a particular supported model or provider, Awen will use reasonable efforts to follow that request where technically feasible.

Awen may use a different or additional model or tool where the requested route is unavailable, incompatible, unsafe or unsuitable for the requested operation.

18.4 Changes

Models and providers may be added, removed, replaced, upgraded or deprecated without separate notice.

Users may not always be informed of the exact model, parameters or technical route used unless that information is made available through the Services or required under a separate written agreement.

19. Suspension and termination

19.1 Suspension

Awen may suspend or restrict access immediately where:

(a) fees are overdue;

(b) available capacity or usage limits have been exceeded;

(d) the Customer or a User breaches these Terms;

(e) suspension is required by law or a third-party provider;

(f) continued access could harm Awen, another User or another person; or

(g) continued access threatens the integrity, security or stability of the Services.

Where reasonably practicable, Awen will notify the Customer and provide an opportunity to remedy the issue.

19.2 Termination by Awen

Awen may terminate these Terms or an affected Account:

(a) for a material breach that is not remedied within a reasonable period after notice;

(b) immediately where the breach cannot be remedied;

(d) where required by law; or

(e) where Awen discontinues the relevant Plan or Services.

19.3 Effect of termination

On termination or expiry:

(a) the Customer's right to use the Services ends;

(b) outstanding fees and charges incurred before termination become immediately due;

(d) Awen may delete or make User Data and Output Content inaccessible in accordance with its retention practices and applicable law; and

(e) the Customer remains responsible for exporting required materials before access ends.

If Awen terminates a paid subscription or permanently discontinues the applicable paid Plan for reasons unrelated to:

(i) the Customer's breach of these Terms;

(ii) unlawful or prohibited activity;

(iii) a security or safety risk;

(iv) non-payment;

(v) a binding legal or regulatory requirement; or

(vi) circumstances outside Awen's reasonable control,

Awen will provide a prorated refund or equivalent service credit for the unused prepaid subscription period.

Awen will also refund the amount paid for unused Top-Up capacity where Awen permanently terminates the Customer's access for reasons unrelated to the Customer's conduct.

No refund is required where access is suspended or terminated because of the Customer's breach, unlawful conduct, misuse, non-payment or another ground attributable to the Customer, except where mandatory law requires otherwise.

19.4 Survival

Provisions concerning payment, ownership, restrictions, Customer responsibility, third-party claims, no Awen indemnity, warranty disclaimers, liability, confidentiality, governing law and any provision that by its nature should survive will survive termination.

20. Warranty disclaimer

To the maximum extent permitted by applicable law, the Services, Output Content, models, features and related materials are provided "as is" and "as available."

Awen disclaims all express, implied, statutory and other warranties, including warranties of:

(a) merchantability;

(b) fitness for a particular purpose;

(d) non-infringement;

(e) accuracy, completeness or reliability;

(f) uninterrupted or error-free operation;

(g) security or absence of harmful components;

(h) uniqueness or protectability of Output Content; and

(i) compliance of Output Content with law or the User's requirements.

Output Content may be inaccurate, incomplete, misleading, offensive, similar to existing content or unsuitable for the intended purpose.

Nothing in this Section excludes a mandatory consumer guarantee or statutory remedy that cannot lawfully be excluded.

21. Limitation of liability

21.1 Excluded losses

To the maximum extent permitted by applicable law, Awen and its Affiliates, officers, directors, employees, licensors, subprocessors and service providers will not be liable for:

(a) indirect, incidental, special, exemplary, punitive or consequential damages;

(b) loss of revenue, profits, business, opportunity, goodwill or anticipated savings;

(d) loss, corruption or unavailability of data;

(e) the cost of substitute services; or

(f) claims arising from the Customer's use, publication or commercialization of Output Content.

This exclusion applies regardless of the legal theory relied upon and even if Awen was advised that the loss was possible.

21.2 Liability cap

To the maximum extent permitted by applicable law, Awen's total aggregate liability arising from or relating to the Services or these Terms will not exceed:

(a) the fees paid by the Customer to Awen during the twelve months immediately preceding the event giving rise to the first claim; or

(b) one hundred United States dollars where the Customer paid no fees during that period.

This cap applies collectively to all claims and is not increased by the number of claims, incidents, Users, Accounts, Orders or legal theories.

21.3 Non-excludable liability

Nothing in these Terms excludes or limits liability to the extent that it cannot lawfully be excluded or limited.

Nothing in these Terms excludes or limits any mandatory consumer right, guarantee or remedy.

21.4 Customer obligations

The exclusions and limitations in this Section do not limit:

(a) the Customer's payment obligations;

(b) a Business Customer's obligations under Section 16;

(d) liability arising from the Customer's fraud or wilful misconduct.

21.5 Essential allocation

The Customer acknowledges that the applicable fees and commercial terms reflect the disclaimers, exclusions and limitations stated in these Terms.

22. Public references

Where the Customer is a company or organization, Awen may use the Customer's business name and logo solely to identify the Customer as a customer or user of the Services on Awen's website, customer list, presentations and sales materials.

Awen will use the name and logo factually and will not imply an endorsement beyond the Customer's use of the Services.

The Customer may withdraw this permission by written notice. Awen will stop new uses within a reasonable period but is not required to recall materials already produced or distributed.

This Section does not authorize Awen to publicly identify an individual Consumer as a Customer.

23. Third-party services and links

The Services may interoperate with or contain links to third-party services, websites, models and resources.

Awen does not control third-party services and is not responsible for:

(a) their availability, content or security;

(b) their independent acts or omissions;

(d) the Customer's separate relationship with those providers.

Use of a third-party service may be subject to separate terms between the Customer and that provider.

24. Changes to these Terms

Awen may update these Terms from time to time.

Where reasonably practicable, Awen will provide advance notice of material changes. Changes required for legal, regulatory, security, safety or abuse-prevention reasons may take effect immediately.

Material changes to a paid subscription will normally apply from the next renewal unless the change is required sooner by law or is necessary to protect the Services or Users.

Continued use of the Services after the effective date of updated Terms constitutes acceptance, except where applicable law requires another form of consent.

25. General provisions

25.1 Order of precedence

If there is a conflict between documents governing the Services:

(a) a separate agreement signed by authorized representatives of Awen and the Customer prevails to the extent it expressly overrides these Terms;

(b) an applicable Data Processing Agreement prevails solely in relation to the processing of personal data;

(c) an Order prevails solely in relation to pricing, Plan, subscription period and capacity expressly stated in the Order; and

(d) these Terms govern all other matters.

An Order does not provide indemnity, defence, claim-support or provider pass-through protection unless it is signed by an authorized representative of Awen and expressly states that it overrides Section 17.

25.2 Force majeure

Neither party is liable for delay or failure caused by circumstances outside its reasonable control, including natural disasters, war, terrorism, civil unrest, epidemics, government action, labour disputes, utility failures, internet failures, cloud outages, provider failures or cyberattacks not caused by that party's breach.

The affected party will use reasonable efforts to reduce the effects of the event.

This Section does not excuse the Customer's obligation to pay amounts already due.

25.3 Independent parties

The parties are independent contractors.

These Terms do not create a partnership, joint venture, agency, fiduciary, employment, franchise or other representative relationship.

Neither party may bind the other except as expressly agreed in writing.

25.4 Assignment

The Customer may not assign or transfer these Terms without Awen's prior written consent.

Awen may assign these Terms to an Affiliate or in connection with a merger, financing, corporate reorganization, sale of assets or change of control.

Where the Customer is a Consumer, this Section applies only to the extent permitted by mandatory law and may not reduce the Customer's rights.

25.5 Notices

Awen may provide notices through the Services, by email to the Account contact or by another reasonable electronic method.

Notices to Awen must be sent to thibault@awen.ai, unless Awen publishes another notice address.

The Customer is responsible for keeping its contact information current.

25.6 Electronic communications

The Customer agrees to receive agreements, notices, invoices and other communications electronically.

Electronic acceptance, signatures and records have the same effect as written acceptance and signatures to the extent permitted by law.

25.7 No waiver

A failure or delay in enforcing a provision is not a waiver.

A waiver must be express and in writing and applies only to the specific matter identified.

25.8 Severability

If a provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable.

If modification is not possible, the provision will be removed and the remaining provisions will continue in effect.

25.9 Entire agreement

These Terms, the applicable Order, the applicable Data Processing Agreement and any separate agreement signed by authorized representatives of the parties constitute the entire agreement concerning the Services.

They replace prior discussions, proposals, representations and agreements concerning the same subject matter.

25.10 No third-party beneficiaries

Except for persons expressly protected under Sections 16, 20 and 21, these Terms do not create enforceable rights for any third party.

25.11 Governing law

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law rules.

Where the Customer is a Consumer, this choice of law does not deprive the Customer of protections under mandatory laws that would apply in the Customer's country or state of habitual residence in the absence of this choice.

25.12 Courts

Subject to mandatory consumer law, the state and federal courts located in Delaware have exclusive jurisdiction over disputes arising from or relating to these Terms or the Services.

A Consumer may also bring a claim before any court that has jurisdiction under applicable mandatory consumer law.

25.13 Jury-trial waiver for Business Customers

Where the Customer is a Business Customer, each party knowingly and voluntarily waives, to the maximum extent permitted by applicable law, any right to a trial by jury in a proceeding arising from or relating to these Terms or the Services.

This jury-trial waiver does not apply to a Consumer.

26. Contact

Questions concerning these Terms may be sent to:

Awen AI Corporation
Email: thibault@awen.ai