To understand these Terms, it is important that you refer to the definitions below. If a term is not defined herein, it is defined elsewhere in the Terms.

• "Creative Materials" means all content, data, designs, text, visual elements, and any other components and materials, including posts, layouts, templates, carousels, photographs, illustrations, mock-ups, copy, captions, visuals, vectors, icons, animations, fonts, drawings, styles, graphics, compositions, or artistic creations, which are provided to the Subscriber by designstripe in accordance with these Terms, as part of the Services. For avoidance of doubt, the Creative Material includes any metadata and intellectual property notices.
• "Fees" means the Fees which the Subscriber is required to pay to use the Services, and are set forth in an Order Form. For avoidance of doubt, the Fees include any taxes which the Subscriber is required to pay in accordance with applicable laws.
• "Integrated Materials" means the Creative Materials which are used by the Subscriber to create an Output, or which are integrated in an Output.
• "Order Form" means a document, which can be a webpage, an e-mail, an invoice, a purchase order or any media, which is issued by us and approved by you, including through your payment of the Fees, the creation of an account, a digital consent, a signature, or otherwise.
• "Outputs" means any content, file, document, image, text, or copyrighted work which is created, including by modifications, by the Subscriber as part of the Services. For avoidance of doubt, “Outputs” includes “Image Generator Outputs” unless expressly excluded in specific clauses.
• "Image Generator Outputs" means any content, file, document, image, text, or other copyrighted work generated by the Services’ Image Generator tool, as part of the Services.
• “Services” means the services provided by designstripe as a software-as-a-service, available as a web-application or mobile application, and which includes access to the Creative Materials, in accordance with these Terms. The Services include the Beta Services, except that the Beta Services shall be subject to terms and conditions specific to the Beta Services as set forth below.
• "Subscriber Materials" means any websites, images, text, fonts, templates, documents, vectors, icons, designs, illustrations, drawings, styles and copyrighted works which you upload into the Services or submit to the Services for scraping to create Outputs.

Parts or all of the Services may be provided and indicated as Beta Services. This means that we are still working on it. There may be some bugs, and we may also ask for feedback. If you share any feedback with us, as part of the Beta Services or otherwise, you agree that we own all rights, titles and interests in such feedback to the extent that they relate to the Services, you assign to us or waive any moral rights, and where applicable, we accept this assignment.

You agree that the Beta Services are provided "as is" and "as available", which means that we disclaim any and all warranties, and that we do not take responsibility for damages resulting from your use, except if we are required to under the law. The Subscriber agrees and understands that the Beta Services are provided at the Subscriber's own risks.

The Beta Services may be provided without Fee, or for a reduced pricing. If you are accessing the Beta Services, you are accessing it for as long as we decide, regardless of any Subscription Plan, and we may end the Beta Services upon written notice.

Once the Beta Services are completed and the concerned Project Services are ready to be fully deployed, we will provide you with a notice and offer you an upgrade to a Subscription Plan. We may modify the Services at any time as part of the Beta Services to adjust to the feedback that we receive, and this modification shall not be considered a modification of these Terms. Prior to purchasing a Subscription Plan, you will be required to accept the Terms once more. You agree and understand that we may change the Terms in the meantime, and that the Terms applicable at that moment may differ.

With regards to Beta Services, this section shall have precedence over the remaining Terms in case of conflict.

The Services may be provided under different subscription plans, such as month-to-month or on an annual basis, as set forth on an Order Form (the "Subscription Plans"). The Subscription Plans may be subject to additional terms and conditions, which may include specific payment terms and termination rights (the "Additional Terms"). In case of a conflict between the Additional Terms and these Terms, the Additional Terms will prevail.

In addition to Subscription Plans, Subscribers may purchase credit packs. Credit packs allow for pre-purchased credits that can be used for specific features or functionalities within the Services, such as access to premium Creative Materials, additional downloads, or additional Outputs. Credits within these packs are non-refundable and non-transferable. Unless specified otherwise in the Order Form, credits within a credit pack will expire 12 months from the date of purchase.

If you pay for the Fees or credit packs with your credit card, you hereby authorize us to debit such amount on your credit card in accordance with these Terms and any Additional Terms. If a payment is refused for any reason, we will provide you with a notice in order to change your financial information. If your financial information has not been changed after 15 days, we may decide to suspend access to your account, and you may not be able to retrieve the Outputs or the Subscriber Material from your account for as long as it is suspended. If we do not receive the Fees or payments for credit packswithin 60 days, you agree that we may delete your account and any Outputs and Subscriber Materials associated therewith. You agree that if you subscribe to a month-to-month Subscription Plan, we will charge the Fees on your credit card for each month until you cancel.

The Fees and payments for credit packs are not reimbursable or cancellable, unless we decide otherwise, or if the law requires that we reimburse or cancel any Fees. If the Fees or payments for credit packsare rightfully disputed, we will send you another invoice with the corrected amounts and provide you with a credit for your subsequent invoices, but we will not provide you with reimbursement of the Fees unless we are required to do so by the law.

You agree to keep your credentials confidential, and not to share your account with anyone, including through the use of time-sharing services, networks or other means of sharing accounts. You understand that generic accounts are not authorized. Each user must register as a Subscriber and accept these Terms. We reserve our rights to suspend your account if you share it, and to terminate your access without reimbursement.

If your account is compromised, please change your credentials as soon as possible and inform us so that we may take any required action. You are solely responsible for any actions performed through your accounts, and we are not responsible for any damages resulting from compromised accounts.

During the Subscription Plan, and in accordance with the Terms (including any Additional Terms, as defined below), we grant you the right to access and use the Services. We may suspend this right as set forth in these Terms.

During the Subscription Plan, and in accordance with the Terms (including any Additional Terms, as defined below), we grant you a non-exclusive, revocable (but only in accordance with these Terms), worldwide, non-sublicensable and non-transferable right to:

• Use the Services to modify the Creative Material, create Outputs with Integrated Materials, and download or share such Outputs and Integrated Materials through the Services.
• In perpetuity, but subject to these Terms, use, reproduce, copy, publish and distribute any Outputs, and any Integrated Materials within an Output.

The Creative Materials may be used for commercial purposes, but are subject to the following limitations and restrictions, in addition to any other restrictions set forth herein:

• You may not use the Creative Materials to compete with us, such as by creating competitive products or services, by distributing, selling or reselling the Creative Materials whether in digital or print form, or any prompts or templates derived from the Creative Materials, and whether on a standalone basis or included in prompts or templates, or by soliciting our clients.
• You may not include Creative Materials in a logo, trademark, design mark, trade name, business name, or service mark.
• You may not publish or redistribute Creative Materials outside of designstripe.
• You cannot sell, distribute or publish any design, layout, or post templates.
• You cannot create a physical reproduction with the Creative Materials in which the Creative Materials are the main feature of the product.
• You are expressly forbidden from using Creative Materials for the purpose of training or fine-tuning artificial intelligence (AI) models, machine learning tools, or other similar technologies, and for the development of any software program. This prohibition extends to, but is not limited to, the application of AI or machine learning tools to Creative Materials with the intent of generating text or imagery, or any other material or derivative works, whether or not in a similar style to the original content.
• In addition to the above, use of the Image Generator is subject to Ideogram’s Usage Policies.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

You own all the rights, titles and interests in your Outputs (subject to the Integrated Materials which are licensed to you, and not sold to you, in accordance with these Terms, and subject to the special terms for Image Generator Outputs below). As between you and us, you also own all rights, titles and interests in the Subscriber Materials.

By using the Image Generator functionality within the Services, you grant designstripe a perpetual, irrevocable, worldwide, non-exclusive, sublicensable, and royalty-free license to use, reproduce, copy, publish and distribute in any form, through any media channels, or on any platform, whether now known or developed in the future, any Image Generator Outputs.

You acknowledge and agree that designstripe may sublicense Image Generator Outputs to third parties for commercial or promotional purposes, such as by sublicensing them as part of a stock image library, without any further obligation or compensation to you, unless otherwise required by applicable law. For Image Generator Outputs, you waive any moral rights or equivalent rights to the extent permitted by law, and designstripe is not obligated to credit you as the author or source of these Image Generator Outputs.

Except for the Subscriber Material and Outputs, the Services, Creative Materials and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music, and all Intellectual Property Rights thereto (the "designstripe Content"), are the exclusive property of designstripe and its licensors. Except as explicitly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of the designstripe Content. Use of the designstripe Content for any purpose not expressly permitted by these Terms is not permitted.

You own all the rights, titles and interests in your Outputs (subject to the Integrated Materials which are licensed to you, and not sold to you, in accordance with these Terms). As between you and us, you also own all rights, titles and interests in the Subscriber Materials.

When you use our Services, including our Beta Services, we expect you to follow the housekeeping rules set forth below.

• You agree that you will not breach any laws applicable to the Services, or your use of the Services. This means that you must use the Services in a lawful manner.
• You agree that you will not use the Services, including the Creative Materials and Outputs, in breach of these Terms.
• You agree not to submit Subscriber Materials, create Outputs or use the Services in a way which is in violation of the Intellectual Property Rights of others.
• You agree not to submit Subscriber Materials or create Outputs which contain any information or content that we reasonably deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, hostile, violate or that provokes violence or hostility, profane, or otherwise unethical.
• You agree not to use, or allow the use of, any robot, spider, scraper, deep link or other automated data gathering or extraction tools, program, algorithm, or methodology to access, acquire, copy or monitor the Services, or any data within the Services.
• You will not, and will not authorize anyone to, hack any of our security safeguards, access any parts of the Services without rights, abuse the Services, such as copying or accessing Creative Materials without authorization, including to perform unauthorized technical intrusion testing exercises, and by negligently or intentionally uploading any malicious software, Trojan horses, viruses, worms or backdoor in the Services.

We take the respect of these rules seriously, and we may monitor the Services, including your use of them, to ensure compliance. If we become aware that you are in breach of these housekeeping rules, we may suspend your account immediately with or without prior notice to you. If we suspend your account prior to any notice, we will only do so as required to protect important interests, such as other clients and our technologies. We will maintain suspension to the minimum required to ensure the security of our Services and protect our legal interests. As soon as possible, we will re-activate your account, or if we confirm that you are in material breach of these Terms, we may suspend and delete your account upon written notice.

We will allow you the opportunity to present any observations prior to deleting your account or to suppressing your Subscriber Materials or Outputs.

When you use our Services, we make available to you Creative Materials. We guarantee to you that you may use the Creative Materials in accordance with these Terms. If we are in breach of this warranty, we will replace the Creative Materials with substantially similar ones at no fee to you, even if you are no longer a user of our Services. You may reach out to us at support@designstripe.com to claim your warranty. Except for an IP Infringement Claim, as set forth below, you agree that this is your sole remedy, and you waive any right to participate in a class action lawsuit in relation to any Creative Materials.

We also guarantee that we will perform the Services in a professional manner and in accordance with reasonable standards. If we breach this warranty, we will reimburse you for the Fees without undue delays, and you agree that this will be our only liability to you, and you waive any right to participate in a class action lawsuit in relation to a breach of this warranty.

You agree and understand that content contained in Creative Materials may not always be accurate, and that we are not responsible for the accuracy, completeness, or reliability of this content. Before utilizing or sharing Outputs, you should independently verify them for accuracy and appropriateness. Any views or references to third-party products or services within the Outputs do not indicate our endorsement or affiliation with them.

You agree and understand that we do not control the Subscriber Materials, and that we have no liability whatsoever for the Subscriber Materials which you upload to the Services or submit to the Services for scraping. By using our services, you confirm that you legally own or have permission to provide the website URL that you're submitting for scraping by our application. This includes all content such as text, images, fonts, and other files. You accept sole responsibility for adhering to all rights, obligations, laws, and regulations related to using this content.

The Services are not intended as storage for your Outputs or Subscriber Materials, and you are responsible for making all required copies locally or as indicated by your organization. We are not responsible for the loss of Outputs or Subscriber Materials. If you decide to post, share or otherwise make available any Outputs or Subscriber Materials through the Services, including through the use of third-party integration platforms such as Facebook, Instagram and other services, applications or technologies which we make available through the Services (the "External Services"), you agree and understand that we are not responsible for any of the consequences of posting, publishing or printing such Outputs or Subscriber Materials.

We only provide the technologies, services and applications which allow you to access the External Services (the "APIs"), but we have no liability whatsoever for the External Services, or your use thereof. The External Services are subject to their own terms and conditions and may require additional fees or the creation of an account. You understand that you may not be able to use all External Services, and that we have no responsibility for the availability of the External Services.

TO THE FULL EXTENT ALLOWED BY APPLICABLE LAW, DESIGNSTRIPE SOFTWARE INC’S WARRANTIES AND REMEDIES ARE EXPRESSLY SET FORTH IN THESE TERMS, AND ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTE, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE, INCLUDING, BUT NOT LIMITED, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, PERFORMANCE, COMPATIBILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION AND NONINFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EXCEPT AS OTHERWISE SET FORTH HEREIN, THE CREATIVE MATERIALS, THE SERVICES, ANY DOCUMENTATION AND INFORMATION ARE PROVIDED "AS IS" AND "AS AVAILABLE".

None of the exclusion of liabilities and disclaimers are applicable where the law specifically prohibits such exclusions. In the province of Québec, Canada, we may not limit our liability for bodily harm, moral harm, our intentional or gross faults, and therefore, any limitation of liabilities or disclaimers set forth in these Terms are not applicable in these circumstances, unless these Terms are interpreted under another law, for any reasons whatsoever.

In addition to any other applicable indemnities under the Terms, you agree to defend, indemnify and hold us, and our affiliates, employees, directors, shareholders and officers, harmless from any damages, claims, fines, penalties, expenses and costs (including reasonable lawyers fees) (the "Losses") resulting from:

• A breach of these Terms.
• A breach of applicable laws, including the intellectual property rights of others.
• Any Outputs, or use of an Output, except to the extent that we breach our obligations.

This indemnity will only apply to the extent that the Losses are attributable to your acts or omissions, or circumstances for which you are liable under the law or these Terms. We may request to conduct our own defense, in which case, you agree to pay for such defense and the Losses as set forth herein.

Our aggregate responsibility to you under these Terms, and any Additional Terms, including for any Losses resulting from the use of the Services, is limited to the Fees that you paid to us in the last twelve (12) months for your use of the Services, or five hundred Canadian dollars ($500), whichever is higher. This limitation of liability does not apply:

• To matters which cannot be subject to an exclusion of liability under applicable laws, which includes, in the province of Québec, a gross or intentional fault, moral and bodily harm.
• To damages which cannot be excluded under applicable laws, which includes, in the province of Québec, punitive damages.
• To the extent that the Creative Materials provided to you pursuant to these Terms are in breach of the intellectual property of others, and the Losses are attributable to a third party claim (an "IP Infringement Claim").

For avoidance of doubt, the following type of damages are not applicable to these Terms, or are considered indirect damages for which we are not liable under these Terms, and as set forth in applicable laws: loss of data, special or consequential damages, notification costs, loss of opportunities, loss of goodwill, loss of profits, or reputational damages.

We agree to indemnify, hold you harmless and defend you for an IP Infringement Claim to the extent that we are responsible for the Losses, and that you provide us with a prompt notice of such claim. Our maximum liability for an IP Infringement Claim will be limited to five thousand Canadian dollars ($5,000), subject to the provisions of these Terms, including the foregoing.

We may modify the Terms to cover new functionalities, new legislative requirements or as required. When we do so, we will provide you with a prior written notice. If you continue to use the Services after this notice, or if you otherwise accept or agree to the latest version of these Terms, the modifications will be applicable to you. If you do not agree with the modifications to the Terms, you may terminate your use of the Services, and we will not charge you for subsequent payments, where applicable. The latest date at which we updated the Terms is set forth above. If you would like a copy of previous versions of the Terms, you may reach out to us at support@designstripe.com.

We may change the Services, including by ending Beta Services. We will not change the Services in a manner that materially and adversely diminishes the functionalities and performance of the Services without notifying you, nor will we alter adversely, in a material respect, the security of our Services (each an "Adverse Material Change"). In case of an Adverse Material Change, we will provide you with a 5-day prior notice, and you may decide to terminate your Subscription Plan with us, in which case, we will not invoice you for any subsequent payments.

Our policy is to deploy commercially reasonable efforts to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Service, please notify us by e-mail at support@designstripe.com, and provide us with sufficient details to process the complaint, and as set forth in the law.

Under applicable laws, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.

By providing your email address, you agree and understand that we may send you announcements, newsletters, and marketing or promotional materials related to the Services from time to time. You can unsubscribe from any or all of these at any time directly in the emails or by contacting us.

These Terms, including their interpretation and effect, are governed by the laws applicable in the Province of Québec, Canada, without regard to its conflict of law provisions. The Parties hereby agree to submit to the exclusive jurisdiction of the courts located in the judicial district of Montreal, Québec, in respect to any claim, proceeding or action relating to or otherwise arising out of these Terms.

Neither party shall be responsible if it cannot perform an obligation under these Terms or an Additional Term, or if it is delayed in the performance of this obligation, if it could not reasonably prevent such breach with diligent measures or reasonable foresight, and which is reasonably unexpected, such as a government order, a pandemic, an epidemic, a fire, an earthquake, a zero-day attack or a distributed denial-of-service attack (a" Force Majeure"). A Force Majeure does not apply to a financial obligation, such as the payment of the Fees.

Except as expressly provided herein, you may not assign or transfer any of your rights or obligations under these Terms, except if we consent in writing, and we may withhold this consent at our reasonable discretion. We may assign these Terms with or without notice to you. Any authorized assignee and successor is bound by the Terms, and any attempt to assign or transfer part or part of these Terms without rights is null and void.

The Terms, along with any Additional Terms, each of which is incorporated herein by reference, constitute the entire agreement between the parties relating to the subject matter hereof and supersedes any prior agreement or understandings between them. There are no other agreements, representations, warranties, promises, covenants, commitments, or undertakings by either party other than those expressly set forth in the Terms.

The Parties have expressly requested that these Terms and the related documents be drawn up in English and that all modifications thereof can be made in this language. Les parties ont demandé expressément que les Conditions d'utilisation et les documents afférents soient rédigés en anglais et que les modifications à ceux-ci soient également dans cette langue.

The parties are independent contractors and nothing herein contained will be construed as creating any relationship of employer/employee, partnership, agency (except to the extent specifically provided herein), joint venture, or otherwise between the parties hereto, nor will these Project Terms be construed as conferring on any party any express or implied right, power, or authority to enter into any agreement or commitment, express or implied, or to incur any obligation or liability on behalf of any other party.