Terms and conditions

These Terms of Service ("Terms") govern your access to and use of the Services provided by Holo AI ("Holo", "Company", "we", "us", "our") to you ("Client", "Customer", "you", "your").

By accessing or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you must immediately cease using our Services.

1. Definitions

1.1 "Account" means the user profile required to access the Services, created by registering at https://tryholo.ai

1.2 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the Company

1.3 "Authorized User" means any employee, contractor, representative or other individual whom you authorize to access or use the Services through your Account.

1.4 "Brand Materials" means any trade marks, trade names, logos, brand guidelines, product images, visual elements and other brand-related materials submitted by you for use with the Services

1.5 "Billing Cycle" means the recurring period for which a Subscription is billed in advance, whether monthly, quarterly or annual, as specified in the applicable Order

1.6 "Credits" means the usage units required to access specified generation features or perform specified actions within the Services. Credits have no monetary value, are not legal tender and cannot be redeemed for cash, except as expressly provided in Section 10.7

1.7 "Content" means all marketing materials (texts, images, emails, ads) generated through the Services

1.8 "Company" means the contracting entity applicable to you: Holo AI Inc., a Delaware corporation, if your billing address in the United States; and UAB Holo LT, a Lithuanian private limited liability company, in every other case. Your billing address must correspond to your registered office or principal place of business, and you must keep that information accurate and current.

1.9 "Inputs" means all prompts, instructions, briefs, parameters, files, images, video, audio, data, Brand Materials and other content or information that you or your Authorized Users submit to or through the Services.

1.10 "Fees" means all amounts payable by you for a Subscription, Credits or other Services, as shown at checkout or in the applicable Order, excluding VAT, sales tax and similar taxes

1.11 "Order" means the checkout page, online order, order form or other written ordering document under which you purchase a Subscription, Credits or other Services and which is accepted by us

1.12 "Outputs"  means any text, image, video, audio, advertising material, marketing asset, analysis or other content generated or produced through the Services in response to Inputs

1.13 "Services" means the Holo AI-powered platform available through tryholo.ai and any related tools, features, applications and services that we make available to generate, edit, manage or otherwise work with Outputs

1.14 "Subscription" means a recurring, automatically renewing right to access the Services and receive the features and Subscription Credits included in the applicable Subscription Plan, subject to payment of the applicable Fees

1.15 "Subscription Credits" means Credits allocated under a Subscription for use during a particular Billing Cycle

1.16 "Subscription Plan" means the particular package of features, limits, Subscription Credits, pricing and Billing Cycle identified in the applicable Order or displayed at checkout

1.17 "Top-Up Credits" means Credits purchased separately from and in addition to Subscription Credits

1.18 "You" or "Your" means the business, organization or individual acting in the course of a business or professional activity that creates an Account, accepts these Terms or places an Order

2. These Terms, and who can use the Services

2.1 These Terms form the contract between your business and us for use of the Holo platform at tryholo.ai (the Services). They apply when you create an Account and accept these Terms.

2.2 The Services are available only for business or professional use. They are not offered to consumers or for personal, family or household purposes.

2.3 You confirm that you are a legal entity, sole trader or independent professional and that you access and use the Services solely for business or professional purposes, not as a consumer.

2.4 To the extent permitted by applicable law, you waive the rights and remedies that are available only to consumers.

2.5 If we reasonably determine that you are using the Services as a consumer or for personal, family or household purposes, this is a material breach of these Terms. We may suspend or terminate your Account immediately under Section 12.2, and no refund will be due, except where required by applicable law.

2.6 The individual accepting these Terms confirms that they are authorized to bind the business named in the Account. If they are not, they are personally bound by these Terms and responsible for the applicable fees and obligations, to the extent permitted by law.

2.7 We may request your company registration, VAT or tax number, or evidence of authority. If you do not provide the requested information within 10 business days, we may suspend the Account until you do.

2.8 You confirm that you, your owners, directors and users are not subject to sanctions imposed by the EU, UN, UK or US, and that you will not make the Services available to any sanctioned person or in any comprehensively sanctioned territory. This confirmation is repeated each time you use the Services. A breach allows us to terminate immediately under Section 12.2.

3. Who you contract with, and how you pay

3.1 Your counterparty is:

Holo AI Inc., 3500 South Dupont Highway, Dover, Delaware 19901, USA, if your billing address is in the United States; or

UAB Holo LT, Perkūnkiemio g. 19, LT-12120 Vilnius, Lithuania, in every other case

The applicable entity will be identified when you place an Order and on your invoice. “Holo Group” means both entities and their Affiliates.

3.2 We allocate your Account to a market based on your billing address and tax status. You must keep this information accurate and current. If it changes, we may reallocate your Account for future Billing Cycles.

3.3 By using Holo platform, You consent in advance to us assigning, novating or otherwise transferring these Terms, and any of our rights or obligations under them, to another Holo Group entity responsible for your market, without further notice or consent from you. From the effective date of the transfer, that entity replaces us as your counterparty, and the governing law and dispute forum applicable to that entity under Section 14 will apply to claims arising after the transfer takes effect. The transfer does not affect amounts already paid or obligations accrued before it takes effect.

3.4 Payment collection between Holo Group entities. You authorize a Holo Group entity to collect amounts due to your counterparty as its payment collection agent. Payment to that entity fully discharges the corresponding payment obligation. If a scheduled charge fails, the charge may be retried through a payment provider, merchant account or merchant identifier operated by another Holo Group entity. The merchant name shown on your payment statement may therefore differ from the entity named on your invoice. We will use this arrangement only where permitted by applicable law, the relevant card scheme and the payment provider, and where the charge is supported by a valid payment mandate or stored-credential authorization. Payment routing does not change your counterparty, invoice, contractual price or refund rights. You authorize each Holo Group entity to store and use your payment credentials and to initiate a retry for this purpose. Your invoice is always issued by your counterparty.

4. Your Account, users and credentials

4.1 You are responsible for all activity through your Account, including activity by your employees, contractors, and anyone else you authorize to use it. Their acts and omissions are treated as yours.

4.2 You must keep Account credentials secure and share them only with persons authorized to use your Account. You must notify us at support@tryholo.ai within 24 hours after becoming aware of any actual or suspected unauthorized access. Until we receive that notice, we may rely on instructions given through your Account. We may suspend access or require credentials to be reset where reasonably necessary to protect the Account or the Services.

5. The Services

5.1 The Services provide AI-powered tools for creating, editing and managing advertising, marketing and other business content, including images, video and text. Available features may depend on your Subscription Plan and may change at any time.

5.2 We grant you a limited, non-exclusive, non-transferable and revocable right to access and use the Services during your Subscription, for your business purposes and, if you are an agency, to provide services to your clients, in accordance with these Terms.

5.3 Your access to the Services begins when we activate your Account or Subscription, whether or not you use the Services. This does not affect any refund or termination rights expressly provided under Sections 10, 11 or 12.

5.4 We do not guarantee any uptime or availability level unless agreed with you in writing. We may suspend access for maintenance, security, technical or operational reasons and will, where reasonably practicable, give advance notice of planned maintenance.

5.5 We provide reasonable technical support by email at support@tryholo.ai. Support does not include advice on your marketing strategy, legal compliance, third-party platform rules or the suitability of Outputs for your intended use. We do not guarantee any response or resolution time unless agreed with you in writing.

6. Acceptable use 

6.1 You must not, and must not allow anyone else to:

1. copy, modify, decompile, reverse engineer or attempt to extract the source code, models, weights or underlying components of the Services, except where this restriction cannot lawfully be imposed;
2. circumvent or attempt to circumvent Credit limits, rate limits, content filters, watermarks, provenance metadata, security measures or access controls;
3. scrape, crawl or bulk-extract data or content from the Services, except through an interface expressly provided by us for that purpose;
4. use the Services, Inputs or Outputs to train, fine-tune, evaluate or develop an AI model or service that competes with the Services;
5. resell, sublicense, white-label or otherwise make the Services available to a third party, except as expressly permitted under Section 5.2;
6. use the Services for any illegal, fraudulent, deceptive or unauthorized purpose;
7. attempt to gain unauthorized access to the Services or any connected system, Account or data.

6.2 Prohibited content. You must not upload, generate, publish or distribute content that:

1. violates applicable law or infringes any intellectual property, privacy, publicity or other rights of a third party;
2. depicts or sexualizes a minor, or places a minor in an adult, sexual or otherwise exploitative context;
3. depicts a real identifiable person without the rights and consents required for the intended use;
4. is defamatory, hateful, threatening, harassing or promotes violence, self-harm, illegal activity or discrimination;
5. contains false, misleading or unsubstantiated advertising claims;
6. impersonates a person or falsely suggests their endorsement.

6.3 Sexual content. You must not upload, generate, publish or distribute:

1. depictions of sexual acts or simulated sexual acts;
2. nudity or exposed genitalia of real or realistic human figures;
3. explicit sexual behavior involving one or more persons; or
4. content intended primarily for sexual arousal where it includes nudity or sexual acts.

Marketing or product visuals for adult products, including sex toys, are permitted only where they do not depict nudity, sexual acts or explicit sexual behavior and otherwise comply with these Terms.

6.4 Depending on the nature and severity of a breach, we may block a generation, remove content, restrict a feature, suspend your Account or terminate it under Section 12.2. We may suspend access before completing an investigation where we reasonably suspect a serious breach, unlawful activity or a material risk to the Services, another person or our suppliers.

6.5 We may, but are not required to, monitor use of the Services or review Inputs and Outputs. Automated systems may block or restrict a generation. 

7. AI-specific terms

7.1 Changes to models and infrastructure. We may change, replace or re-route the AI models, providers, APIs and infrastructure used for any feature at any time and without prior notice. This may affect the style, quality, speed, resolution, format and availability of Outputs. It may also change the number of Credits required for an action. The applicable Credit cost will be shown before you initiate the action. These changes are not, by themselves, a defect or breach of these Terms. Your rights where a change materially reduces the core functionality of your Subscription Plan are set out in Section 11.6.

7.2 Generative AI may produce identical or substantially similar Outputs for different customers, including where different Inputs are used. We do not guarantee that an Output will be unique or materially different from content generated for others.

7.3 We do not guarantee that Outputs are original, qualify for copyright or other intellectual property protection, or do not infringe third-party rights. If exclusivity or legal protection is important for a campaign, you should not rely on an Output without further review or modification.

7.4 You must review every Output before using or publishing it. Outputs may be inaccurate, misleading, offensive, unsuitable for your product or similar to existing works, brands or persons. You decide whether to use an Output and are responsible for its use.

7.5 Outputs are not legal, medical, financial, nutritional or other professional advice and do not constitute regulatory, legal or advertising approval.

7.6 You must comply with the rules of each platform on which you publish an Output and with any applicable requirement to disclose or label artificially generated or manipulated content. You must not remove, alter or obscure any watermark, machine-readable marking, provenance metadata or other disclosure applied by us or our providers. We will apply any marking that we are required to apply under applicable law, including Article 50 of Regulation (EU) 2024/1689 (the EU AI Act).

7.7 The Services depend on third-party models and APIs. We may block, filter or refuse an Input or generation, or restrict a feature, where reasonably necessary to comply with a provider’s requirements or to maintain access to that provider. A third-party provider’s terms do not create a direct contract between you and that provider unless we expressly state otherwise.

8. Intellectual property

8.1 Our rights. We and our licensors retain all rights in the Services, including the platform, software, models, templates, technology and improvements. No rights are transferred to you except as expressly stated in these Terms. 

8.2 Your Inputs. You retain all rights in your Inputs. You grant us, our Affiliates and providers a worldwide, non-exclusive, royalty-free and sublicensable license to host, reproduce, modify, transmit and process Inputs as necessary to provide, operate and support the Services.

8.3 Once all Fees due for the Subscription or Credits used to generate an Output have been paid in full, we grant you a worldwide, perpetual, irrevocable, non-exclusive, transferable and sublicensable license, for the full term of any rights that subsist, to use, reproduce, modify, adapt, translate, publish, distribute, communicate to the public, make available and otherwise commercially exploit that Output, in any medium and by any means now known or later developed, including as part of your own or your clients' advertising and marketing materials. The Fees constitute full and final remuneration for this license and no further payment is due. This license survives termination of these Terms. To the extent that we hold rights in an Output that may lawfully be assigned and an assignment is effective under applicable law, we also assign those rights to you on the same condition; where an assignment is not effective, the license above applies in full. To the extent that any person involved in creating an Output holds moral rights, we will not assert, and will procure that they are not asserted, against your use of that Output, so far as applicable law permits.

Outputs are generated by AI systems. We do not represent that any intellectual property right subsists in an Output, that it qualifies for protection in any jurisdiction, or that it is exclusive to you; where no such right subsists, none is granted and none is needed. This grant covers only rights in the Output itself and does not extend to the Services, our trade marks, or separately identified third-party material. Nothing in this Section affects your rights in your Inputs or our rights under Sections 8.1 and 8.4.

8.4 In addition to the license in Section 8.2, you grant us and our Affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, transferable and sublicensable license to use, reproduce, modify and create derivative works from Inputs, Outputs and associated usage data to develop, train, fine-tune, test, evaluate, secure and improve the Services, AI models and related datasets, including services made available to other customers. We may exercise this license through our model, infrastructure and technology providers. This license survives termination and is not limited to providing the Services to you. Any restriction on this license must be expressly agreed by us in writing. We will not intentionally publish your Inputs or Outputs as customer-facing marketing materials in a manner that identifies you, or identify you as a customer, without your consent. This does not restrict processing by our providers or the generation of identical or similar Outputs for others. To the extent that Inputs or Outputs contain personal data, we exercise this license only where that data has been anonymized or aggregated, or where we have an appropriate legal basis for the processing, as described in Section 9.

8.5 You warrant that you have all rights, permissions and consents required to submit the Inputs and grant the licenses in this Section. This includes rights in trade marks, product designs, photographs, artwork, music, voices and other protected material, and all consents required to process or synthetically reproduce the name, image, likeness or voice of an identifiable person.

8.6 We may use any feedback or suggestions you provide about the Services without restriction, attribution or payment.

9. Data protection and confidentiality 

9.1 We process personal data relating to your Account, users, billing, security and use of the Services as described in our Privacy Policy at https://tryholo.ai/policies/privacy. Please note that where we process personal data contained in Inputs solely on your behalf to provide the Services, you are the controller and we are the processor. 

9.2 Where we process personal data for our own purposes, including security, fraud prevention, analytics or the development and improvement of the Services, we act as an independent controller. Each party is responsible for complying with the data protection laws applicable to its own processing.

9.3 International transfers. We and our providers may process personal data in the EEA, the United States and other countries in which they operate. Where required, transfers outside the EEA will be subject to an adequacy decision, standard contractual clauses or another lawful transfer mechanism. Processor transfers are further addressed in the Privacy Policy.

9.4 We maintain technical and organizational measures appropriate to the risks presented by the processing. No security measure can guarantee that every unauthorized access, loss or security incident will be prevented.

9.5 Each party must protect the other party’s non-public information with reasonable care and use it only to perform these Terms or exercise rights expressly granted under them. This obligation does not apply to information that is public, independently developed, lawfully known or received from another source, or required to be disclosed by law.

10. Commercial terms

10.1 Fees and taxes. The Fees applicable to your purchase are those shown at checkout or in the applicable Order. Fees exclude VAT, sales tax and similar taxes, which we add where applicable. If the VAT, tax or billing information you provide is inaccurate, you must reimburse any tax, interest, penalties and reasonable costs we incur as a direct result.

10.2 Multiple Subscriptions. You may hold more than one Subscription. Each Subscription is managed separately and has its own billing date, term, price, discount, Credit balance and cancellation. Credits do not pool across Subscriptions. Cancelling or changing one Subscription does not cancel or change another. Top-Up Credits are allocated to the Subscription identified at the time of purchase or, where no Subscription is identified, to your Account. Refund eligibility under Section 10.7 and discounts under Section 10.5 are assessed separately for each Subscription and for each Top-Up Credit purchase.

10.3 Billing and renewal. Subscriptions are billed in advance on a monthly, quarterly, half year or annual basis, as shown at checkout, and renew automatically for successive periods of the same length until cancelled. You authorize us to charge your payment method on each renewal date for the applicable Subscription Fees, taxes and other amounts due under these Terms. You must cancel before the renewal date to avoid the next renewal charge.

10.4 Credits. Subscription Credits are allocated for one Billing Cycle. They expire at the end of that Billing Cycle and do not roll over, including when the Subscription renews. Top-Up Credits expire 90 days after purchase. Please note that Credits have no monetary value, cannot be redeemed for cash or transferred between Accounts or Subscriptions, and are not refundable except under Section 10.7. When an Account or Subscription ends, all associated unused Credits expire.

10.5 Discounts. Unless otherwise stated at checkout, any discount, promotional code or reduced price applies only to the first Subscription term. Before you complete the Order, we will disclose the discounted price, the standard renewal price and the date of the first renewal charge. After the first Subscription term, the Subscription will renew automatically at the disclosed standard renewal price, except where additional notice is required by applicable law.

10.6 Failed payments. If a charge fails, we may retry it without notice in accordance with applicable law and payment provider and card scheme rules, including as described in Section 3.4. While any amount remains unpaid, we may immediately suspend the affected Subscription or Account. 

10.7 Refunds. You may request a refund of a Subscription payment or Top-Up Credit purchase within seven calendar days after the payment, provided that none of the Credits allocated or purchased through that payment have been used. Using any such Credit, including for a test or discarded generation, ends your refund eligibility. We deduct a 5% processing fee from any approved refund. We may issue the refund to the original payment method or, with your agreement, as non-refundable and non-transferable platform Credits of the same net value. Those Credits expire 90 days after they are issued.

10.8 Payment disputes and chargebacks. Before initiating a chargeback or other payment dispute with your bank or payment provider, please contact us at support@tryholo.ai and give us a reasonable opportunity to resolve the issue. We may suspend the affected Account while the payment dispute is pending. A knowingly false, duplicate or abusive chargeback, or a chargeback relating to an authorized amount properly due under these Terms, is a material breach of these Terms. If a chargeback is withdrawn or resolved in our favor, we may seek reimbursement from you for any reasonable and documented fees charged to us by the payment provider, acquirer or card scheme as a direct result of that chargeback, together with any reasonable external recovery costs, to the extent permitted by applicable law.

11. Changes

11.1 Changes to the Services. We may change, replace, add, remove, suspend or discontinue any feature, interface, model, provider, API, output format, usage limit, Subscription Plan or other part of the Services at any time and without prior notice. 

11.2 We may change the number of Credits required for any generation, feature or action at any time and without prior notice. The applicable Credit cost will be shown before you initiate the action. A change in Credit cost does not affect Credits already used.

11.3 We may change the standard price of a Subscription. A new price applies from the next renewal after it takes effect and does not affect a Billing Cycle already paid for. We will give notice of a price increase through your Account or by email at least seven calendar days before the renewal charge. No separate notice is required where: 

1. a promotional or introductory price changes to the standard price disclosed at checkout;
2. a discount expires in accordance with Section 10.5;
3. tax is added or changed because of applicable law or the information you provide; or
4. you change your Subscription Plan or Billing Cycle.

11.4 We may update these Terms at any time. Corrections, clarifications, changes that do not materially reduce your rights, and changes relating to new or modified features take effect when posted, without separate notice. A material change takes effect on your next renewal. We will make the updated Terms available through your Account or notify you by email before that renewal. A change may take effect immediately and without prior notice where reasonably necessary to:

1. comply with applicable law, a regulator or a court order;
2. respond to fraud, abuse or a security risk;
3. comply with a payment provider, card scheme, model provider or infrastructure provider requirement;
4. protect the Services, our users or a third party; or
5. prevent us from losing access to a provider or technology required to operate the Services.

11.5 Your continued use of the Services after a change takes effect, or renewal of the affected Subscription, means that you accept the change. If you do not accept a material change that will apply on renewal, you must cancel the affected Subscription before the renewal date. Cancellation takes effect under Section 12.1, and no refund is due for the Billing Cycle already paid for.

11.6 If we permanently discontinue the core functionality of your Subscription Plan during a prepaid Billing Cycle, we may provide reasonably comparable replacement functionality. If we do not, we may terminate the affected Subscription and refund the prepaid Fees attributable to the unused remainder of that Billing Cycle. That refund is your sole remedy for the discontinuation.

12. Suspension and termination

12.1 Cancellation by you. You may cancel any Subscription at any time through the Services or by emailing support@tryholo.ai. Cancellation takes effect at the end of the current Billing Cycle, and you retain access until then. Fees already paid are not refunded except under Section 10.7.

12.2 Suspension or termination for cause. We may suspend your Account or any Subscription immediately and without prior notice if:

1. you do not meet, or cease to meet, the eligibility requirements in Section 2, including because you are not a legal entity, sole trader or independent professional, or you use the Services for consumer, personal, family or household purposes;
2. you breach Section 2.8 or Section 6;
3. any amount remains unpaid for more than 10 calendar days;
4. we reasonably suspect unlawful, fraudulent or abusive activity;
5. your use creates a serious security, legal, regulatory or reputational risk for us, our Affiliates, our providers or another person;
6. a law, regulator, court, payment provider, card scheme, model provider or infrastructure provider requires or reasonably requests us to do so; or
7. you become insolvent, enter liquidation or cease carrying on business.

We may terminate immediately by notice to you where the breach or risk is material, cannot reasonably be remedied, or remains unremedied within the period we specify. Where we terminate because of your breach, no refund is due. All accrued and unpaid amounts become immediately payable.

12.3 Discontinuing the Services. Subject to Section 11.6, we may discontinue the Services, a Subscription Plan or any material part of them at any time. If this results in termination of your Subscription, we will refund the prepaid Fees attributable to the unused remainder of the affected Billing Cycle. That refund is your sole remedy for the discontinuation. 

12.4 Effects of termination. When an Account or Subscription ends:

1. your right to access and use the affected Services ends;
2. all associated unused Credits expire;
3. all accrued and unpaid amounts remain due;
4. you must stop using any Outputs for which the applicable amounts have not been paid in full; and
5. we may retain or delete Inputs, Outputs and Account data in accordance with Section 9.

For 30 calendar days after an Account or Subscription ends, we will keep your Inputs and Outputs available for retrieval and, on written request to support@tryholo.ai, provide them in a commonly used electronic format. During that period your access is limited to retrieving that material: generation features are not available and Section 12.4(b) continues to apply, so no Credits are reinstated. After that period we may permanently delete the material and are under no obligation to retain it. This Section does not require us to retain material beyond our standard retention and backup cycles, and does not affect Section 12.4(d).

Where we terminate under Section 12.2 because of fraud, unlawful activity, a breach of Section 6.2 or 6.3, or because a law, regulator, court or provider requires us to do so, we may shorten or withhold the export window and will make material available only to the extent we are legally required to do so.

12.5 Survival. Sections 3.1, 3.4, 6.2 to 6.5, 7.2 to 7.6, 8, 9, 10 to the extent relating to accrued rights, payments, refunds or disputes, 11.5, 11.6, 12.4, 12.5, 13 and 14 survive termination. Section 9.1 survives only for as long as reasonably necessary to complete, retain or delete processing initiated before termination.

13. Warranties, liability and indemnity

13.1 The Services are provided “as is” and “as available”. To the fullest extent permitted by law, we disclaim all express, implied and statutory warranties, including warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement and uninterrupted or error-free operation.

13.2 No results guarantee. We do not guarantee advertising performance, conversions, reach, return on investment, cost per acquisition, approval of any Output by an advertising platform, the legal or regulatory compliance of any Output, or the continued availability of any model, provider, feature or functionality.

13.3 To the fullest extent permitted by law, we are not liable for:

1. any indirect, incidental, special or consequential loss;
2. loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation;
3. wasted advertising spend, media spend or agency fees;
4. the cost of withdrawing, correcting or re-running a campaign;
5. fines, penalties, restrictions or other measures imposed on you by a regulator or third-party platform;
6. loss, corruption or unauthorized disclosure of Inputs or Outputs; or
7. claims made against you by your clients, users or other third parties.

13.4 To the fullest extent permitted by law, our total aggregate liability arising out of or in connection with these Terms, the Services and the Outputs will not exceed the Fees you paid to us during the six months immediately preceding the first event giving rise to the liability. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, or for willful misconduct or gross negligence. The exclusions in Section 13.3 and the cap in this Section 13.4 do not apply to your obligation to pay Fees or to your indemnity under Section 13.5.

13.5 Your indemnity. You will defend, indemnify and hold harmless us, our Affiliates and our respective officers, employees, providers and licensors from any third-party claim, regulatory investigation, liability, damage, fine, penalty or reasonable cost, including reasonable legal fees, arising from:

• your Inputs;
• your use, publication or distribution of Outputs;
• your advertising, products or services;
• your breach of Sections 6, 7.4, 7.6 or 8.5;
• your breach of applicable law, advertising rules or third-party platform policies; or
• any claim by your client or by a person whose name, image, likeness, voice, personal data or intellectual property is included in your Inputs or Outputs.

We will notify you within a reasonable time after becoming aware of the matter. You may control the defense using counsel reasonably acceptable to us, provided that we may participate with our own counsel at our own cost. You may not settle a matter in a way that admits fault by us, imposes an obligation on us or does not fully release us without our prior written consent.

13.6 Time limit for claims. To the extent permitted by the law governing your contract, any claim arising out of or in connection with these Terms must be commenced within 12 months after you became aware, or should reasonably have become aware, of the facts giving rise to the claim. Where applicable law does not permit this period to be shortened by agreement, the statutory limitation period applies.

14. General terms

14.1 Governing law. These Terms, and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims), are governed by:

a) the laws of the Republic of Lithuania, excluding its conflict of law rules, where your counterparty is UAB Holo LT, and the courts of the Republic of Lithuania, with the courts of the city of Vilnius as the court of first instance, have exclusive jurisdiction; and

b) the laws of the State of Delaware, United States, excluding its conflict of law rules, where your counterparty is Holo AI Inc. Any dispute or claim arising out of or in connection with these Terms or their subject matter or formation, including any non-contractual dispute or claim, will be finally resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted by one arbitrator, in English. All preliminary conferences, procedural meetings and evidentiary hearings will be conducted remotely by video conference, unless the parties agree otherwise or the arbitrator determines, after consulting the parties, that an in-person hearing is reasonably necessary for the fair resolution of the dispute. The award will be final and binding and may be enforced in any court of competent jurisdiction. Nothing in this paragraph prevents either party from seeking urgent interim or injunctive relief from a competent court, or Holo AI Inc. from pursuing unpaid amounts in any court having jurisdiction over you or your assets.

14.2 Before starting proceedings. Before commencing arbitration or court proceedings, the parties must first attempt in good faith to resolve the dispute amicably. A party must send the other party written notice describing the dispute, and the parties will have 30 calendar days from receipt of that notice to seek a negotiated resolution.

14.3 Notices. We may give notice to you by email to the address associated with your Account or through the Services. An email notice is effective when sent, unless we receive a delivery failure notice. An in-platform notice is effective when posted.

You must send notices to us at support@tryholo.ai. You must keep your Account contact details current. A notice sent to the most recent contact details you provided remains effective.

14.4 Electronic acceptance. By clicking to accept these Terms when creating an Account or placing an Order, you electronically sign and agree to be bound by them. Our electronic records are evidence of your acceptance.

14.5 Assignment. You may not assign or transfer these Terms, or any right or obligation under them, without our prior written consent.

We may assign, novate or otherwise transfer these Terms, in whole or in part and without notice or further consent, to an Affiliate or in connection with a merger, reorganization, financing or sale of all or part of our business or assets.

14.6 General provisions. If any provision is invalid or unenforceable, it will apply to the maximum extent permitted by law and the remaining provisions will continue in effect.

A failure or delay in exercising a right does not waive that right.

Neither party is liable for a delay or failure caused by circumstances beyond its reasonable control. This does not excuse your obligation to pay amounts already due.

These Terms, each applicable Order and the Privacy Policy constitute the entire agreement between the parties regarding the Services and replace all previous agreements, terms, representations and discussions relating to them. Neither party relies on any statement not expressly included in those documents.

The English version of these Terms prevails over any translation.

14.7 Third-party rights. Our Affiliates and the persons protected under Sections 13.3 to 13.5 may enforce the provisions that expressly benefit them. No other person who is not a party to these Terms may enforce them.

15. Contact Information

Email: support@tryholo.ai  Website: https://tryholo.ai 

Company: UAB Holo LT (Perkūnkiemio g. 19, LT-12120 Vilnius, Republic of Lithuania) and Holo AI Inc. (3500 South Dupont Highway, Dover, Delaware 19901, USA). The Service provider party to your Terms depends on the region or market to which your Account is allocated.