Terms of Use

Welcome and thank you for your interest in OVRS Ltd. ("Company", "we", "us" or "our"). This Terms of Use Agreement ("Terms of Use", and together with any applicable Supplemental Terms as defined in Section 1.2, the "Agreement") describes the terms and conditions that apply to your use of (i) the website located at https://usekit.ai and its subdomains and any of Company's other websites on which a link to these Terms of Use appears (collectively, the "Website") and (ii) the services, content, and other resources available on or enabled via our Website, including any application programming interfaces ("API") that we make available and our AI-powered content generation service including image, video, and audio generation (collectively, with our Website, the "Service").

1. Use of the Service

1.1. Scope.

The Service and content available on the Service are protected by applicable intellectual property (including copyright) laws. Unless subject to a separate license agreement between you and Company, your right to access and use the Service, in whole or in part, is subject to this Agreement. If you are accessing or using the Service on behalf of an entity, you represent that you have the authority to enter into this agreement on behalf of the entity identified in the account registration process. You also acknowledge, agree and consent to the terms of our Privacy Policy and Cookie Notice which are incorporated herein by reference.

1.2. Licenses.

Subject to your compliance with this Agreement, Company grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) access and use the Service; and (ii) access and use any APIs the Company makes available to you (if any), solely for your own personal or internal business purposes.

1.3. Supplemental Terms.

Your use of, and participation in, certain features and functionality of the Service may be subject to additional terms ("Supplemental Terms"). If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service.

1.4. Updates.

You understand that the Service is evolving. As a result, Company may require you to install updates to any software that you have installed on the devices through which you access or use the Service. You acknowledge and agree that Company may update the Service with or without notifying you. Any future release, update or other addition to the Service shall be subject to this Agreement.

1.5. API Limitations.

Company may limit: (i) the number of network calls that you may make via the API; (ii) the maximum file size; and (iii) anything else about the API that the Company deems appropriate in its sole discretion. Company may impose or modify these limitations without notice.

2. Registration

2.1. Registering Your Account.

In order to access certain features of the Service, you may be required to register an account on the Service ("Account").

2.2. Registration Data.

In registering an Account, you shall (i) provide true, accurate, current, and complete information about yourself as prompted by the registration form ("Registration Data"), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete.

2.3. Your Account.

You acknowledge and agree that you have no ownership or other property interest in your Account. You are responsible for all activities that occur under your Account. You shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Service by minors. You may not share your Account or password with anyone, and you agree to notify Company immediately of any unauthorized use of your password or any other breach of security. Company reserves the right to remove or reclaim any usernames at any time and for any reason.

3. Responsibility for Content

3.1. Types of Content.

You acknowledge that any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through the Service (collectively, "Content"), is the sole responsibility of the party from whom such Content originated. You are entirely responsible for all Content that you upload, post, email, transmit or otherwise input or make available ("Make Available") through the Service ("Your Content").

3.2. Storage.

Unless expressly agreed to by Company in writing elsewhere, Company has no obligation to store any of Your Content. Company has no responsibility or liability for the deletion or accuracy of any Content. You agree that Company retains the right to create reasonable limits on Company's use and storage of Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits.

3.3. Connected Accounts.

In order to access certain features and functions of the Service, you may need to link certain third-party platforms that we support to your Account (each, a "Connected Account"). You are solely responsible for the proper setup and integration of your Connected Accounts. The Company will have no liability for any unavailability of any Connected Account or any third-party provider's decision to discontinue, suspend or terminate any Connected Account.

4. Ownership

4.1. The Service.

Except with respect to Your Content, you agree that Company and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, any computer code, themes, objects, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and Company software). You shall not remove, alter or obscure any copyright, watermark, trademark, service mark or other proprietary rights notices incorporated in or accompanying any of the Service.

4.2. Your Content.

Company does not claim ownership of Your Content. However, when you Make Available any Content on or to the Service, you represent that you own and/or have sufficient rights to Your Content to grant the license set forth in Section 4.3.

4.3. License to Your Content.

Subject to any applicable Account settings that you select, you grant Company a non-exclusive, transferable, perpetual, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees) right (including any moral rights) and license to use, copy, reproduce, modify, adapt, prepare derivative works from, translate, distribute, publicly perform, publicly display and derive revenue or other remuneration from Your Content (in whole or in part) for the purposes of operating and providing the Service to you.

4.4. User Inputs and Outputs.

The Company utilizes software and technology, including artificial intelligence, to process user inputs to the Service, such as descriptive and instructive text prompts and reference images and videos and other content (the "Input", which is part of Your Content hereunder), and generate and return outputs based on such Inputs (the "Output"). The Company does not claim ownership of any of your Inputs or Outputs, and nor does it restrict the use of Outputs for commercial use. You acknowledge that Inputs and Outputs may be used by the Company to train, develop, enhance, evolve and improve its (and its affiliates') AI models, algorithms and related technology, products and services (including for labeling, classification, content moderation and model training purposes), as well as for marketing and promotional purposes.

4.5. Username.

By submitting Your Content to any non-private area on the Service, you hereby expressly permit Company to identify you by your username as the contributor of Your Content in any publication in any form, media or technology now known or later developed.

4.6. Feedback.

You agree that submission of any ideas, suggestions, documents, and/or proposals to Company ("Feedback") is at your own risk and that Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.

5. User Conduct and Certain Restrictions

5.1. Restrictions.

As a condition of use, you shall not (and shall not permit any third party) to:

• use the Service for any purpose that is prohibited by this Agreement or by applicable law;
• take any action, or Make Available any Content, or knowingly create any Output, on or through the Service that: (a) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, hateful, offensive, or profane; (b) infringes the rights of any person or entity; (c) harms minors in any way; (d) constitutes unauthorized or unsolicited advertising; (e) involves commercial activities and/or sales without Company's prior written consent; (f) violates any applicable law or regulation; (g) advocates, encourages or assists any third party in doing any of the foregoing;
• use or access the Service or any Outputs to develop, modify, fine-tune or improve any products or services that compete with our Services, including to develop, fine-tune or train any artificial intelligence or machine-learning algorithms or models of any kind.

5.2. Other Restrictions.

You further agree not (and shall not permit any third party) to:

• license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Service or any portion of the Service;
• frame or utilize framing techniques to enclose any trademark or logo located on the Service;
• use any metatags or other "hidden text" using Company's name or trademarks;
• modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Service except to the extent the foregoing restrictions are expressly prohibited by applicable law;
• use any manual or automated software, devices or other processes to "scrape" or download data from any web pages contained in the Service;
• remove or destroy any copyright notices or other proprietary markings contained on or in the Service;
• impersonate any person or entity, including any employee or representative of Company;
• interfere with or attempt to interfere with the proper functioning of the Service, including but not limited to introducing viruses, worms, or similar harmful code.

5.3. Inappropriate Content.

Your Content may not contain nudity, biometric data, violence, be sexually explicit, harmful, hateful, harassing, or offensive as determined by Company in its sole discretion. You may not upload or Make Available an image of another person without that person's permission or otherwise sufficient rights to do so. Any unauthorized use of the Service terminates the licenses granted by Company pursuant to this Agreement.

6. Monitoring and Reporting

6.1. Monitoring.

Company may, but is not obligated to, investigate, monitor, pre-screen, remove, refuse, or review the Service and/or Content, including Your Content and Outputs and User Content, at any time. You hereby provide your irrevocable consent to such monitoring.

6.2. Moderation.

Without limiting the foregoing, Company reserves the right to: (a) remove or refuse to process or post any of Your Content or Output for any or no reason; (b) take any action with respect to any of Your Content or Output that we deem necessary or appropriate; (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights; (d) take appropriate legal action for any illegal or unauthorized use of the Service; and/or (e) terminate or suspend your access to all or part of the Service.

6.3. Disclosure.

If Company believes that criminal activity has occurred, Company reserves the right to disclose any information or materials on or in the Service in Company's possession to comply with applicable laws, enforce this Agreement, respond to claims that Your Content violates third-party rights, respond to your customer service requests, or protect the rights, property, or safety of Company, its users or the public.

7. Interactions with Other Users

7.1. User Responsibility.

You are solely responsible for your interactions with other users of the Service. Company reserves the right, but has no obligation, to intercede in any disputes between you and any other users.

7.2. Content Provided by Other Users.

The Service may contain User Content provided by other users. Company is not responsible for and does not control User Content. You use all User Content and interact with other users at your own risk.

8. Third-Party Services

The Service may contain links to third-party websites, applications and advertisements (collectively, "Third-Party Services"). Such Third-Party Services are not under the control of Company, and Company is not responsible for any Third-Party Services. You use all links in Third-Party Services at your own risk. You should review applicable terms and policies of any Third-Party Services before proceeding with any transaction with any third party.

9. Purchase Terms and Refunds

9.1. Third-Party Service Provider.

The Company uses Stripe, Inc. and its affiliates as its third-party service provider for payment services. You agree to be bound by Stripe's Privacy Policy and its Terms of Service, and hereby consent and authorize the Company and Stripe to share any information and payment instructions you provide.

9.2. Payment.

You shall pay all fees or charges ("Fees") to your Account in accordance with the fees, charges and billing terms in effect at the time a Fee is due and payable. Company reserves the right at any time to change its prices and billing methods. Except as set forth in this Agreement or as required by law, all Fees for the Service are non-refundable.

9.3. Refunds.

Except as set forth herein, amounts due are non-refundable. You may request a refund within seven (7) days of your initial purchase, or as permitted by the law in your jurisdiction, provided no Credits have been used. Refunds apply only to initial purchases, not renewals, and are subject to a service fee not exceeding six percent (6%) of the initial fee where permitted by law.

9.4. Credits.

In certain instances, you may receive or purchase credits ("Credits") to access and use specific features of the Services. Purchased Credits constitute prepaid amounts for products and services available through the Services. Credits have no cash value, are non-transferable, non-reloadable, and non-redeemable for cash except as required by law.

9.5. Promotional Credits.

Company may, at its discretion, offer loyalty, award or promotional credits ("Promotional Credits"). Promotional Credits may expire as specified on issuance, have no cash value, and are non-transferable, non-reloadable and non-redeemable for cash except as required by law.

9.6. Taxes.

The Fees do not include any Sales Tax that may be due in connection with the Service. If Company is legally obligated to collect Sales Tax, it will be collected in addition to the Fees. If any Services or payments are subject to Sales Tax in any jurisdiction and you have not remitted such tax, you are responsible for the payment of that Sales Tax and any related penalties or interest.

10. Subscriptions

10.1. Subscriptions.

If you purchase access to certain features and functionality of the Services on a time-limited basis (a "Subscription"), the Fee for such Subscription plus any applicable Sales Tax and fees ("Service Subscription Fee") will be billed at the start of the Subscription and at regular intervals in accordance with your elections at the time of purchase.

10.2. Automatic Renewal.

If you elect to purchase a Subscription, your Subscription will continue and automatically renew at Company's then-current price until terminated in accordance with this Agreement. By subscribing, you authorize Company to charge the payment method designated in your Account now and again at the beginning of each subsequent Subscription period.

10.3. Cancelling Subscriptions.

If you purchased your Subscription directly from Company, you may cancel by logging into and visiting the "Payment Setting" page of your Account, or by contacting Info@usekit.ai. Subscription modification/cancellation requests made via email must be sent from the subscriber's email address on the account.

10.4. Effect of Cancellation.

If you cancel, you may continue to use your Subscription until the end of the then-current term; it will not renew thereafter. No prorated refunds of any portion of the Service Subscription Fee will be provided for the current term.

10.5. Upgrades and Downgrades.

Upgrading your Subscription mid-term takes effect immediately; any incremental fees will be charged accordingly. Downgrades take effect on the first day of the next Renewal Term and may cause loss of content, features or capacity, for which Company is not liable.

11. Indemnification

You shall indemnify and hold Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensors (each, a "Company Party" and collectively, the "Company Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any and all of the following: (i) Your Content and/or Outputs; (ii) your misuse of the Service; (iii) your violation of this Agreement; (iv) your violation of any rights of another party; (v) your violation of any export control, sanctions, or data protection law; (vi) any dispute between you and a third party relating to your use of the Service; or (vii) your violation of any applicable laws, rules or regulations.

12. Disclaimer of Warranties

12.1. Service Offered As-Is.

You expressly understand and agree that to the extent permitted by applicable law, your use of the Service is at your sole risk, and the Service (including any Output therefrom) is provided on an "as is" and "as available" basis, with all faults. The Company Parties expressly disclaim all warranties, representations and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement.

12.2. Outputs.

Company makes no representation or warranty as to the originality, legality, accuracy, or fitness of any Output. You acknowledge and agree that (i) Outputs may contain errors, omissions, offensive material, or third-party content; (ii) you are solely responsible for your use, distribution, or reliance on Outputs; and (iii) Company expressly disclaims any and all liability arising from or relating to Outputs.

12.3. Meeting Requirements.

The Company Parties make no warranty that: (1) the Service will meet your requirements; (2) your use of the Service will be uninterrupted, timely, secure or error-free; or (3) the advice, results, or information obtained from use of the Service will be accurate or reliable.

12.4. Downloads.

Any content downloaded from or otherwise accessed through the Service is accessed at your own risk, and you are solely responsible for any damage to your property or any other loss that results from accessing such content.

12.5. Beta Features.

From time to time, Company may offer new "beta" features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Company's sole discretion.

12.6. No Liability for Conduct of Third Parties.

You are solely responsible for all of your communications and interactions with third parties on the Service. The Company Parties are not liable for the conduct of third parties.

13. Limitation of Liability

13.1. Disclaimer of Certain Damages.

You understand and agree that, to the fullest extent provided by law, in no event shall the Company Parties be liable for any loss of profits, revenue or data, indirect, incidental, special or consequential damages, or damages or costs due to loss of production or use, business interruption, or procurement of substitute goods or services, whether or not any Company Party has been advised of the possibility of such damages, arising out of or in connection with this Agreement or the Service.

13.2. Cap on Liability.

To the fullest extent permitted by law, the Company Parties shall not be liable to you for more than the greater of (i) the total amount paid to Company by you during the three-month period prior to the act, omission or occurrence giving rise to such liability; (ii) €100; or (iii) if applicable, the statutory remedy or penalty imposed by the statute under which such claim arises.

13.3. User Content.

Company assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any content (including Your Content and User Content), user communications or personalization settings.

13.4. Exclusion of Damages.

Certain jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.

14. Intellectual Property Rights Infringement

It is Company's policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to Company by the respective intellectual property owner or their legal agent. If you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our designated agent with the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property right;
• a description of the work that you claim has been infringed;
• a description of the location on the Service of the infringing material;
• your address, telephone number, and email address;
• a written statement that you have a good-faith belief that the disputed use is not authorized;
• a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the owner or authorized to act on the owner's behalf.

Designated agent for notice of claims of infringement: OVRS Ltd., Yeni İskele, Cyprus. Email: Info@usekit.ai

15. Term and Termination

15.1. Term.

The term of this Agreement commences on the date when you accept this Agreement and continues in full force and effect while you use the Service, unless terminated earlier in accordance with this Agreement.

15.2. Termination by Company.

If you have materially breached any provision of this Agreement, or if Company is required to do so by law, Company has the right to immediately and without notice suspend or terminate any Service provided to you. Company also reserves the right to terminate this Agreement or your access to the Service at any time without cause upon notice to you. In the event we exercise this termination right, we will refund you for any pre-paid portion of your unused Subscription.

15.3. Termination by You.

If you want to terminate this Agreement, you may do so by (i) notifying Company at any time and (ii) closing your Account for the Service. Your notice should be sent, in writing, to Company's address: OVRS Ltd., Yeni İskele, Cyprus. Email: Info@usekit.ai.

15.4. Effect of Termination.

Upon termination, your right to use the Service will automatically terminate, and we may delete Your Content associated therewith from our live databases. If we terminate your Account for cause, we may also bar your further use of or access to the Service. All provisions of this Agreement which by their nature should survive will survive termination, including ownership provisions, licenses granted to the Company, warranty disclaimers and limitations of liability.

15.5. No Subsequent Registration.

If this Agreement is terminated for cause by Company, or if your Account or ability to access the Service is discontinued by Company due to your violation of any portion of this Agreement, you agree that you shall not attempt to re-register with or access the Service through use of a different member name or otherwise.

16. International Users

The Service may be accessed from countries around the world and may contain references to services and Content that are not available in your country. These references do not imply that Company intends to announce such service or Content in your country. The Service is controlled and offered by Company from its facilities in Cyprus. Company makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other countries do so at their own volition and are responsible for compliance with local law.

17. Dispute Resolution

17.1. Informal Resolution.

There might be instances when a dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good-faith informal efforts to resolve disputes can result in a prompt, low-cost and mutually beneficial outcome. Before either party commences formal legal proceedings, we will personally meet and confer telephonically or via videoconference, in a good-faith effort to resolve informally any dispute covered by this section.

The party initiating a dispute must give notice to the other party in writing of its intent to initiate an informal dispute resolution conference, which shall occur within forty-five (45) days after the other party receives such notice. Notice to Company should be sent by email to Info@usekit.ai or regular mail to our offices located at: OVRS Ltd., Yeni İskele, Cyprus.

17.2. Governing Law.

This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Turkish Republic of Northern Cyprus, without regard to its conflict-of-law principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

17.3. Jurisdiction.

Subject to Section 17.1 (Informal Resolution), all claims and disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of Northern Cyprus. You agree to submit to the personal jurisdiction of such courts for the purpose of litigating all such claims or disputes.

17.4. European Consumer Rights.

Nothing in this section shall deprive you of any mandatory consumer protection rights granted to you under the laws of your country of residence. If you are a consumer residing in the European Economic Area, you may also be entitled to refer the dispute to the Online Dispute Resolution platform provided by the European Commission at https://ec.europa.eu/consumers/odr.

18. General Provisions

18.1. Electronic Communications.

Communications between you and Company may occur electronically (e.g., via the Service, email, or posted notices). For contractual purposes, you consent to receive communications in electronic form and agree that all terms, conditions, notices and other communications that Company provides electronically satisfy any legal requirement that such communications would satisfy if in writing.

18.2. Assignment.

You may not assign, subcontract, delegate or transfer this Agreement or your rights or obligations without Company's prior written consent. Company may freely assign or transfer this Agreement without your consent.

18.3. Force Majeure.

Company is not liable for delays or failures caused by events outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, pandemics, cyber attacks, internet outages, strikes, unavailability of connected AI models, partner/API failures, or shortages of transportation, fuel, energy, labor or materials.

18.4. Questions, Complaints, Claims.

If you have any questions, complaints or claims regarding the Service, please contact us at: Info@usekit.ai.

18.5. Agreement Updates.

Company will post updates to these Terms of Use on the Service and update the "Last Updated" date. If you have an Account, Company will also email you an updated copy. Company may require your consent before further use of the Service. If you do not agree to any change(s), stop using the Service.

18.6. Notice.

You are responsible for providing Company with a valid, current email. You may give notice to Company at the following address: OVRS Ltd., Yeni İskele, Cyprus. Notice is deemed given when received by Company.

18.7. Waiver.

A waiver or failure to enforce any provision on one occasion is not a waiver of any other provision or of that provision on any other occasion.

18.8. Severability.

If any portion of this Agreement is held invalid or unenforceable, it shall be construed to reflect the parties' original intent, and the remaining portions shall remain in full force and effect.

18.9. Export Control.

You may not use or export the Service except as authorized by applicable laws. You agree to comply with all applicable export-control and sanctions laws and regulations.

18.10. Choice of Language.

It is the express wish of the parties that this Agreement and all related documents be drawn up in English.

18.11. Entire Agreement.

This Agreement constitutes the final, complete and exclusive agreement between the parties regarding its subject matter and supersedes all prior discussions or agreements.