This User Agreement (the "Agreement") is a legally binding public offer by ApiWay, Inc., a Delaware corporation ("ApiWay", "we", "us"), to grant a non‑exclusive license to use the ApiWay software and services (the "Software" or the "Service"). By registering an account, checking the acceptance box, or using the Service, you ("User", "you") agree to this Agreement and to the Privacy Policy.

1. Terms and Definitions
1.1. Account — the User's account identified by registration data. Account Data includes, for example, name, email, billing details, and settings.
1.2. Account Registration — actions signaling intent to conclude this Agreement (e.g., clicking "Register", SSO, OAuth).
1.3. Website (Site) — the web resources through which the Service is provided.
1.4. License — a non‑exclusive right to use the Software as provided herein.
1.5. Personal Account — the User's authenticated workspace identified by email.
1.6. Control Panel — the user interface that enables configuration of the Service.
1.7. Extensions — add‑on features offered at ApiWay's discretion.
1.8. Server — the cloud and hardware infrastructure used to operate the Service.
1.9. Email — for ApiWay: [email protected]; for the User: the address provided during registration.
1.10. Integration Content — data that the User transmits through the Service between third‑party systems (e.g., CRM, messengers, storage). Unless otherwise stated, Integration Content is processed in a transit/ephemeral manner and is not persistently stored by ApiWay beyond what is necessary to complete transmission, ensure delivery, provide minimal logs, secure the Service, or comply with law.
1.11. AI Inputs / AI Output — prompts, images, or other content you submit to AI features and the resulting generated content returned by those features.
1.12. Third-Party Providers — vendors, subprocessors, and service providers whose services the Service relies on or may rely on from time to time (including cloud, hosting, storage, security, moderation, analytics, payment, messaging, and artificial intelligence providers). References in this Agreement to any specific provider (including Google or Gemini) are illustrative only and do not limit ApiWay's right to use equivalent, replacement, additional, or successor providers at its discretion.

2. Subject of the Agreement
2.1. ApiWay grants the User a non‑exclusive, non‑transferable, revocable license to use the Software during the subscription term, within the functionality available to the User's plan.
2.2. All intellectual property rights in the Software and Extensions are owned by ApiWay or its licensors. No rights are granted except as expressly stated.
2.3. This Agreement applies to all updates, upgrades, beta features, and Extensions delivered as part of the Service.

3. Scope of License and Acceptable Use
3.1. The User may configure the Software via the Control Panel within available limits.
3.2. The User must not: (a) access or attempt to access source code; (b) reverse engineer, decompile, disassemble, scrape, or circumvent technical limits, usage restrictions, billing controls, security mechanisms, or protective measures of the Service; (c) use the Service for unlawful, infringing, deceptive, fraudulent, abusive, defamatory, harassing, or privacy-violating activities, including spam, malware, impersonation, or unauthorized surveillance; (d) copy, publish, sublicense, resell, lease, rent, distribute, or commercially exploit the Service except as expressly permitted by ApiWay; (e) interfere with, disrupt, degrade, probe, scan, or test the vulnerability, availability, performance, or security of the Service or any connected systems except as expressly authorized by ApiWay in writing; (f) submit, upload, reference, process, transmit, transform, or use content that violates any third-party rights or any applicable law, including copyrights, trademarks, trade dress, patents, design rights, database rights, publicity rights, privacy rights, confidentiality obligations, or contractual restrictions; (g) submit personal data without a lawful basis or include special-category/sensitive data unless strictly necessary and lawfully permitted; (h) upload, submit, reference, edit, transform, or generate from any third-party protected content unless you have obtained all rights, licenses, permissions, and consents necessary for such use; (i) use AI features for deception, impersonation, passing off, unlawful deepfakes, biometric identification, unlawful profiling, or for medical, financial, legal, or other regulated advice without appropriate professional oversight; or (j) use the Service in any manner that could expose ApiWay, its providers, or other users to legal, regulatory, operational, or reputational risk.
3.3. The results of the User's use of the Software (including content the User inputs and outputs generated through AI features) belong to the User, subject to third‑party rights and this Agreement.

4. Rights and Obligations
4.1. ApiWay may improve, modify, or discontinue features; introduce or adjust service limits; and perform maintenance. Material changes to paid functionality will be notified to the account email with 30 days' notice where practicable.
4.2. ApiWay will provide access to the Service and reasonable support subject to the User's compliance with this Agreement.
4.3. ApiWay may suspend or terminate access if the User breaches this Agreement, to prevent harm, or as required by law or third‑party providers.
4.4. The User is responsible for: (a) maintaining the confidentiality of access credentials; (b) providing and maintaining necessary connectivity and equipment; (c) configuring integrations and verifying results; (d) ensuring that User content and use of the Service comply with law and third‑party terms.

5. Transfer of Rights; Term; Termination
5.1. License rights are provisioned upon account activation. No physical delivery occurs.
5.2. The Agreement remains in force while the User uses the Service. ApiWay may terminate or suspend access for breach or as otherwise permitted herein. The User may terminate by closing the account in accordance with the Service process.
5.3. Following termination or sustained account blocking, ApiWay may delete the Account and associated data after a retention period consistent with the Privacy Policy.

6. Integrations; Data Transit; Third‑Party Providers
6.1. Transit/ephemeral processing. For integrations, ApiWay's role is to receive and transmit Integration Content between third‑party systems designated by the User. ApiWay does not use Integration Content for its own purposes and does not retain Integration Content longer than necessary to complete transmission, ensure delivery, provide minimal diagnostics, secure the Service, or comply with law.
6.2. Third-party dependencies. The Service depends on Third-Party Providers, which may include cloud infrastructure, hosting, storage, content delivery, payment processors, messaging gateways, moderation systems, analytics tools, and artificial intelligence providers. The User authorizes ApiWay to transmit Integration Content, AI Inputs, technical metadata, and related service data to such Third-Party Providers solely to deliver, secure, maintain, support, improve reliability of, and administer the Service. ApiWay does not control and is not responsible for the availability, performance, acts, omissions, policies, outputs, moderation decisions, restrictions, enforcement actions, or service terms of any Third-Party Provider. Third-Party Providers may be added, removed, combined, substituted, or changed by ApiWay at any time in its discretion.
6.3. The User is responsible for complying with third‑party terms (e.g., Google, Meta, CRM vendors) where integrations are used and for ensuring a lawful basis to process any third‑party personal data through the Service.

7. AI Features — Important Disclaimers & User Responsibilities
7.1. Nature of AI. AI features generate content automatically based on User instructions, materials, references, and other inputs. AI Output may be inaccurate, incomplete, misleading, offensive, low quality, distorted, commercially unusable, unavailable for your intended purpose, or similar to existing third-party content. AI Output is not factual or professional advice and must not be relied upon as the sole basis for any business, legal, medical, financial, design, advertising, safety, compliance, or other decision.
7.2. Intermediary role only. ApiWay acts solely as an intermediary technology provider that enables the submission of AI Inputs to Third-Party Providers and returns AI Output to the User. ApiWay does not create, select, endorse, verify, monitor, pre-screen, approve, or guarantee any AI Input or AI Output for legality, originality, uniqueness, non-infringement, quality, merchantability, fitness for a particular purpose, or suitability for any intended use.
7.3. User responsibility for inputs and outputs. You are solely responsible for all AI Inputs you upload, submit, reference, process, transform, generate, edit, publish, distribute, display, store, sell, license, or otherwise use through the Service, and for all use of any AI Output. You represent and warrant that you have obtained and will maintain all rights, licenses, permissions, consents, and lawful bases necessary for such use.
7.4. No authorization to use protected content. Use of the Service does not grant you any copyright, trademark, trade dress, patent, design, database, publicity, privacy, confidentiality, or other third-party rights in any content. You must not upload, submit, reference, transform, imitate, or use third-party protected content unless you have all rights and permissions necessary to do so.
7.5. Infringement and similarity risk. AI Output may resemble, imitate, stylistically derive from, reference, or otherwise be similar to existing works, characters, brands, names, logos, designs, images, voices, likenesses, or other protected materials. ApiWay makes no representation or warranty that AI Output is non-infringing, unique, original, protectable, enforceable, exclusive, or available for commercial exploitation. Any determination of copyright clearance, trademark clearance, right-of-publicity clearance, fair use, licensing sufficiency, or legal availability is solely your responsibility.
7.6. Verification obligation. You must independently review and verify AI Output before relying on it or publishing, distributing, displaying, performing, commercializing, or otherwise using it. This includes checking factual accuracy, dimensions, safety, suitability, quality, legality, and whether third-party rights may be implicated.
7.7. Claims by third parties. Any complaints, notices, takedown requests, platform strikes, content removals, demonetization actions, account restrictions, claims, disputes, investigations, enforcement actions, or proceedings arising out of or relating to your AI Inputs, AI Output, or your use of the Service, including allegations of infringement, imitation, passing off, unfair competition, privacy violation, publicity rights violation, defamation, or misappropriation, are solely your responsibility. ApiWay shall not be responsible or liable for such matters.
7.8. Providers may change. ApiWay may use, combine, replace, or discontinue different Third-Party Providers, including different AI models, moderation systems, and infrastructure vendors, at any time in its discretion. References to any specific provider are illustrative only and do not limit ApiWay's operational choices.
7.9. Charges apply to processing, not outcome. Credits, paid usage allowances, and other consumption-based charges apply when a request is submitted for processing through the Service, regardless of whether the resulting AI Output is satisfactory, accurate, aesthetically pleasing, commercially useful, legally available, or otherwise meets your expectations.
7.10. Non-refundability of processed usage. Unless otherwise required by applicable law or expressly approved by ApiWay in the case of a verified technical failure of the Service, completed or attempted AI processing, consumed credits, and other usage-based charges are final and non-refundable.

8. No Warranties; Service Availability
8.1. THE SERVICE, SOFTWARE, AI FEATURES, AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE MAXIMUM EXTENT PERMITTED BY LAW, APIWAY AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT.
8.2. ApiWay does not warrant that the Service will be uninterrupted, error‑free, secure, or accurate; that defects will be corrected; or that AI Output will meet your requirements. Outages, maintenance windows, incidents, delays, and third‑party failures may occur.

9. Limitation of Liability
9.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, APIWAY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, DATA, OR GOODWILL; OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, APIWAY'S TOTAL LIABILITY FOR ALL CLAIMS IN THE AGGREGATE WILL NOT EXCEED THE AMOUNTS PAID BY THE USER TO APIWAY FOR THE SERVICE GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY (OR, IF NO AMOUNTS WERE PAID, US$100).
9.3. Nothing in this Agreement excludes liability that cannot be excluded under applicable law.
9.4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, APIWAY WILL NOT BE LIABLE FOR ANY CLAIM, LOSS, DAMAGE, COST, EXPENSE, PENALTY, TAKEDOWN, ACCOUNT RESTRICTION, CONTENT REMOVAL, DEMONETIZATION, OR OTHER ENFORCEMENT ACTION BY ANY THIRD PARTY, RIGHTS HOLDER, PLATFORM, MARKETPLACE, SOCIAL NETWORK, REGULATOR, OR SERVICE PROVIDER ARISING OUT OF OR RELATING TO THE USER'S CONTENT, AI INPUTS, AI OUTPUT, OR USE OF THE SERVICE.

10. Indemnification
The User will defend, indemnify, and hold harmless ApiWay, its affiliates, licensors, subcontractors, Third-Party Providers, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, demands, actions, proceedings, investigations, liabilities, damages, judgments, settlements, penalties, fines, losses, costs, and expenses (including reasonable attorneys' fees and legal costs) arising out of or relating to: (a) User content, including Integration Content, AI Inputs, AI Output, prompts, uploaded files, references, instructions, and any use thereof; (b) the User's use, publication, display, performance, commercialization, sale, licensing, distribution, or other exploitation of AI Output; (c) any allegation that the User's content, AI Inputs, AI Output, or use of the Service infringes, misappropriates, dilutes, violates, or unlawfully uses any intellectual property right, publicity right, privacy right, contractual right, confidentiality obligation, or other third-party right; (d) violation of this Agreement, any applicable law, or any terms of a Third-Party Provider; (e) deceptive, fraudulent, unlawful, or unsafe use of AI features; or (f) any dispute between the User and any third party arising from the User's content or use of the Service.

11. Confidentiality
11.1. The Parties will keep confidential non‑public information disclosed in connection with the Agreement and use it only to perform the Agreement. Each Party will apply protections at least as strong as those it uses for its own similar information.
11.2. Confidentiality obligations do not apply to information that is public, was independently developed, or is required to be disclosed by law (with notice where lawful). Obligations survive termination for five (5) years.

12. Modifications
ApiWay may modify this Agreement by posting an updated version. Material changes to paid functionality will be notified to the account email with 30 days' notice where practicable. Continued use after the effective date constitutes acceptance.

13. Governing Law; Dispute Resolution
13.1. This Agreement is governed by the laws of the State of Delaware, USA, without regard to conflict‑of‑laws principles, and without prejudice to mandatory consumer protections under the laws of the User's habitual residence where applicable.
13.2. Before filing a claim, the Parties will attempt to resolve disputes informally for 30 days after a written notice of dispute. If unresolved, disputes will be brought exclusively in the state or federal courts located in Delaware, USA, and the Parties consent to personal jurisdiction and venue there. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE EXTENT PERMITTED BY LAW.

14. Export; Sanctions
The User represents that the Service will not be used in violation of U.S. or other applicable export control and sanctions laws and is not a prohibited party under such laws.

15. Miscellaneous
15.1. If any provision is held invalid, the remainder will remain in effect.
15.2. Neither party is liable for delays due to force majeure (including power outages, Internet backbone failures, routing system failures, DNS disruptions, DDoS or other attacks, natural disasters, war, civil unrest) provided reasonable efforts are made to mitigate impact and notify the other party where feasible.
15.3. The User may not assign this Agreement without ApiWay's consent; ApiWay may assign to an affiliate or in connection with a merger, acquisition, or sale of assets.
15.4. This Agreement, together with the Privacy Policy and any order forms, constitutes the entire agreement regarding the Service and supersedes prior or contemporaneous understandings.

16. Creator Marketplace and Styled Photo Set

16.1. Definitions specific to the Creator Marketplace.
16.1.1. Creator — a User who publishes a Reference Photo Set to the Creator Marketplace for use by other Users in AI-generation templates, including (without limitation) the "Styled Photo Set" template.
16.1.2. Co-Creator — (i) any additional individual or entity that contributed to a Reference Photo Set and is designated by the Creator (or by ApiWay under applicable marketplace rules) as entitled to share in the credit allocation generated by use of that set; and/or (ii) any referrer creator entitled to a revenue or credit share under any referral, affiliate, or partnership program ApiWay operates from time to time. References in this Section 16 to "Creator" include any applicable Co-Creators.
16.1.3. Buyer — a User who selects a Reference Photo Set in an AI-generation template and submits a generation request that is processed by the Service.
16.1.4. Reference Photo Set — one or more photographs uploaded and published by a Creator that are used by the Service as input references for AI generation.
16.1.5. Marketplace Listing — the published representation of a Reference Photo Set in the Creator Marketplace, including price, metadata, preview images, and availability state.
16.1.6. Generated Output — the AI Output (as defined in §1.11 and §7) produced by the Service when a Buyer's generation request is processed in whole or in part on the basis of a Reference Photo Set.
16.1.7. Paid Generation — a generation request for which both (a) the applicable credits, fees, or other paid usage allowance have been debited from the Buyer's account; and (b) the corresponding credit allocation has been recorded by ApiWay in favor of the Creator and any applicable Co-Creators in accordance with ApiWay's then-current marketplace rules.

16.2. Creator participation; representations and ongoing obligations. By publishing or maintaining a Reference Photo Set or a Marketplace Listing, the Creator represents, warrants, and continuously confirms that:
16.2.1. the Creator owns, or has secured, all rights, licenses, consents, model releases, location releases, trademark and trade-dress clearances, and any other permissions necessary for (a) the Reference Photo Set itself; (b) every identifiable individual depicted in it; and (c) every brand, logo, product, artwork, location, or other third-party element shown in it;
16.2.2. such rights and permissions are sufficient to permit ApiWay, the Service, Third-Party Providers, and any Buyer to host, transmit, process, transform, derive AI Output from, sublicense as required for the operation of the Service, and commercially exploit the Reference Photo Set and the resulting Generated Output as described in this Agreement and applicable marketplace rules, including the unrestricted worldwide commercial use by Buyers contemplated by §16.3;
16.2.3. the Reference Photo Set does not infringe, misappropriate, or violate any copyright, trademark, trade dress, patent, design right, database right, publicity right, privacy right, confidentiality obligation, contractual restriction, or any other third-party right, and does not contain unlawful, deceptive, defamatory, or otherwise prohibited content;
16.2.4. as between the Creator and ApiWay, the Creator retains ownership of the underlying Reference Photo Set, subject to the operating licenses granted to ApiWay and to Buyers under this Agreement; and
16.2.5. the Creator authorizes ApiWay to facilitate the license grant in §16.3 on the Creator's behalf as a purely technical and administrative function, without making ApiWay a party to, or a guarantor of, that license.

16.3. Buyer's commercial license to Generated Output. Upon completion of a Paid Generation (as defined in §16.1.7), and subject to the Buyer's continuing compliance with this Agreement, the Creator (on the Creator's own behalf and on behalf of any applicable Co-Creators) hereby grants the Buyer a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, fully paid-up license to use, reproduce, display, perform, distribute, modify, adapt, transmit, store, sublicense (as reasonably required for ordinary use, including third-party hosting, advertising platforms, marketplaces, agencies, and contractors acting on the Buyer's behalf), and otherwise commercially exploit the resulting Generated Output, including for advertising, marketing, social media, e-commerce, print, and any other commercial or non-commercial purpose. This license does not extend to the underlying Reference Photo Set itself or to any other Generated Output not produced from the Buyer's own Paid Generation. The Buyer obtains no ownership, exclusivity, or trademarkable interest in the Generated Output as against third parties merely by paying for a generation, and other Buyers may receive separate parallel licenses to their own Generated Outputs derived from the same Reference Photo Set. ApiWay is not a party to this license between the Creator and the Buyer; ApiWay facilitates the grant as a technology platform only.

16.3.1. Refunds and reversals. If a Paid Generation is subsequently fully refunded, charged back, voided, fraudulently obtained, or otherwise reversed for any reason, ApiWay and the Creator may, at their sole discretion and without liability or compensation to the Buyer, terminate the license granted under §16.3 with respect to the Generated Output of that reversed Paid Generation, in which case the Buyer shall promptly cease all use of, delete all copies of, and destroy all derivative works incorporating that Generated Output.

16.4. Withdrawal of a Marketplace Listing; no retroactive revocation. A Creator may at any time, in the Creator's sole discretion and without notice to ApiWay or to any Buyer, withdraw, hide, unpublish, or otherwise deactivate a Marketplace Listing through the Service. Withdrawal prevents new Buyers from initiating new Paid Generations on the basis of that Reference Photo Set with effect from the time the Service records the withdrawal. Withdrawal does not, and cannot, revoke, terminate, reduce, narrow, or otherwise affect any commercial license already granted under §16.3 to any Buyer whose Paid Generation completed prior to the withdrawal taking effect. Each such Buyer retains the full commercial license to the Generated Output produced from that prior Paid Generation, with no retroactive effect arising from (a) the Creator's withdrawal of the Marketplace Listing; (b) deletion, hiding, or repricing of the listing; (c) suspension, deletion, or termination of the Creator's account; (d) termination or modification of this Agreement; or (e) any subsequent dispute between Creator and Buyer or between either of them and any third party. For operational, audit, compliance, abuse-prevention, billing, and dispute-resolution purposes, and to give continuing effect to licenses already granted under §16.3, ApiWay may retain the underlying Reference Photo Set in its storage after withdrawal, subject to the retention principles described in the Privacy Policy.

16.4.1. Mandatory-law carve-out. Notwithstanding §16.4, where ApiWay, a Creator, or any Third-Party Provider is required by mandatory applicable law to delete, anonymize, restrict, rectify, or otherwise modify a Reference Photo Set or any Generated Output — including (without limitation) under Article 17 of the EU/UK General Data Protection Regulation, the California Consumer Privacy Act/CPRA, the right of publicity of any individual whose likeness appears in the content, a court order, a regulatory direction, or any equivalent statutory or judicial obligation — ApiWay may take whatever action is necessary or appropriate to comply with that obligation, including by removing, redacting, or making unavailable the affected Reference Photo Set or Generated Output. Any resulting impairment of, or interference with, a Buyer's license to Generated Output (a) is the sole responsibility of the Creator or of the rights-holder whose statutory or judicial demand triggered the action, (b) does not constitute a breach by ApiWay of this Agreement, and (c) is not actionable against any ApiWay Party. ApiWay will use commercially reasonable efforts, where lawful and practicable, to notify the affected Buyer.

16.5. ApiWay's status; no liability for third-party theft, copying, or misuse. ApiWay is and remains a technology platform that facilitates the upload, publication, discovery, AI processing, and delivery of Reference Photo Sets and Generated Output. ApiWay is not the rights-holder, agent, broker, dealer, escrow, fiduciary, joint author, or party to any commercial dealing between Creators and Buyers in relation to Reference Photo Sets or Generated Output, and does not act as a seller, merchant of record, or licensor of any Reference Photo Set on the Creator's behalf except as a technical conduit for the license grant in §16.3. ApiWay does not curate, review, verify, endorse, monitor, pre-screen, or approve Reference Photo Sets, Marketplace Listings, or Generated Output for legality, accuracy, originality, non-infringement, fitness for purpose, suitability for commercial use, or any other quality. APIWAY DOES NOT POLICE, MONITOR, OR GUARANTEE AGAINST, AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR, any unauthorized copying, scraping, downloading, republication, derivative use, misappropriation, infringement, passing off, theft, leak, breach of contract, fraudulent attribution, or other misuse of any Reference Photo Set, Marketplace Listing, or Generated Output by any Buyer, User, third party, or unrelated person, whether such misuse occurs on the Service, on third-party platforms, or offline. As between the Creator and ApiWay, ownership of and primary responsibility for protecting any Reference Photo Set against such misuse rests with the Creator. As between the Buyer and ApiWay, ownership of and primary responsibility for enforcing any license granted under §16.3 against such misuse rests with the Buyer. Any enforcement, take-down, litigation, or other action is undertaken at the respective party's own cost and risk.

16.6. Application of other provisions. Without limitation, Sections 3 (Scope of License and Acceptable Use), 6 (Integrations; Data Transit; Third-Party Providers), 7 (AI Features), 8 (No Warranties), 9 (Limitation of Liability), and 10 (Indemnification) apply with full force to Creator Marketplace participation, Reference Photo Sets, Marketplace Listings, Paid Generations, and Generated Output, including (without limitation) the disclaimers regarding accuracy, originality, infringement risk, suitability, the non-refundable nature of consumed credits and other paid usage allowances, and the User's sole responsibility for independently verifying any output before commercial use.

16.7. Additional indemnification specific to the Creator Marketplace. The indemnification obligations in §10 apply with full force and are supplemented (and not limited) by the following, each to the maximum extent permitted by law:
16.7.1. each Creator shall defend, indemnify, and hold harmless ApiWay, its affiliates, Third-Party Providers, and their respective officers, directors, employees, agents, contractors, and service providers (collectively, the "ApiWay Parties") from and against any and all third-party claims, demands, investigations, regulatory inquiries, proceedings, losses, liabilities, damages, fines, penalties, settlements, awards, costs, and expenses (including reasonable attorneys' fees and other legal costs) arising out of or relating to (a) any Reference Photo Set or Marketplace Listing submitted, published, withdrawn, or maintained by the Creator; (b) any breach of the Creator's representations or obligations in §16.2; or (c) any allegation that any of the foregoing infringes, misappropriates, or violates any third-party right or applicable law;
16.7.2. each Buyer shall defend, indemnify, and hold harmless the ApiWay Parties from and against any and all third-party claims, demands, investigations, regulatory inquiries, proceedings, losses, liabilities, damages, fines, penalties, settlements, awards, costs, and expenses (including reasonable attorneys' fees and other legal costs) arising out of or relating to the Buyer's use, distribution, sublicensing, modification, or commercial exploitation of any Generated Output, including any allegation that such use infringes or violates any third-party right, breaches any contract, or otherwise causes harm; and
16.7.3. neither the Creator's nor the Buyer's indemnification obligation under this §16.7 is limited to the amount paid by, or owed to, that party under the Service.

16.8. Liability cap for Creator Marketplace matters. To the maximum extent permitted by applicable law, in no event will the aggregate cumulative liability of the ApiWay Parties to any User, in contract, tort (including negligence), strict liability, statute, or otherwise, arising out of or relating to the Creator Marketplace, any Reference Photo Set, any Marketplace Listing, any Generated Output, any commercial license under §16.3, any withdrawal under §16.4, or any third-party misuse referenced in §16.5, exceed the greater of (a) five hundred US dollars (US$500); or (b) the amounts actually paid by that User to ApiWay for the specific Paid Generation(s) directly giving rise to the claim during the twelve (12) months immediately preceding the event first giving rise to the claim. In no event will the ApiWay Parties be liable for any indirect, incidental, special, consequential, exemplary, punitive, reliance, or lost-profits damages, lost revenue, lost goodwill, business interruption, or lost, corrupted, or unavailable data, even if advised of the possibility of such damages and even if a limited remedy fails of its essential purpose. This Section 16.8 applies in addition to, and not in limitation of, any other limitation of liability set forth in this Agreement; where any other limitation is more favorable to the ApiWay Parties, that more favorable limitation controls.

16.8.1. Savings clause. Nothing in §16.8 limits or excludes any liability that cannot lawfully be limited or excluded under mandatory applicable law (including mandatory consumer protections, fraud, willful misconduct, gross negligence, or death or personal injury caused by negligence where such exclusion is prohibited). If any limitation in §16.8 is held by a court of competent jurisdiction to be unenforceable, void, or inapplicable in whole or in part, the liability of the ApiWay Parties under §16.8 shall in any event be limited to the minimum amount required by such mandatory law and no more, and the remaining limitations in §16.8 shall continue in full force and effect to the maximum extent permitted.

16.9. Notices of alleged infringement (DMCA and equivalents). ApiWay respects intellectual-property rights. Notices of alleged copyright, trademark, publicity-right, or other intellectual-property infringement involving content available through the Service, including any Reference Photo Set, Marketplace Listing, or Generated Output, may be sent to [email protected]. Notices must include sufficient information to identify the rights-holder, the allegedly infringing content (with URLs where applicable), the legal basis of the claim, the contact details of the complainant, a good-faith statement that the complainant has not authorized the disputed use, and a statement under penalty of perjury (or its local equivalent) that the information in the notice is accurate. ApiWay may, in its sole discretion and without liability to any affected User, remove or disable access to content alleged to be infringing, terminate repeat infringers' accounts, and take any other action it deems appropriate under applicable law.

16.10. Survival. Sections 16.2 (Creator representations), 16.3 and 16.3.1 (Buyer license; reversals), 16.4 and 16.4.1 (no retroactive revocation; mandatory-law carve-out), 16.5 (platform status and third-party misuse), 16.6 (application of other provisions), 16.7 (indemnification), 16.8 and 16.8.1 (limitation of liability; savings), 16.9 (notices of infringement), 16.11 (time bar), 16.12 (no class actions), 16.13 (no partnership), 16.14 (anti-circumvention), 16.15 (operational changes), and 16.16 (severability) survive any termination, suspension, withdrawal, deletion, or expiration of the Creator's account, the Buyer's account, any Marketplace Listing, any Reference Photo Set, or this Agreement.

16.11. Time bar. To the maximum extent permitted by applicable law, any claim, action, demand, or proceeding by a User against the ApiWay Parties arising out of or relating to the Creator Marketplace, a Reference Photo Set, a Marketplace Listing, a Paid Generation, or any Generated Output must be commenced within one (1) year after the event first giving rise to the claim. Any claim or proceeding commenced after that period is permanently barred. This §16.11 applies regardless of any longer limitation period that would otherwise apply under statute, except where a shorter period is prohibited by mandatory applicable law.

16.12. No class actions; no consolidated proceedings. To the maximum extent permitted by applicable law, each User agrees that any dispute or claim against the ApiWay Parties arising out of or relating to the Creator Marketplace shall be brought solely in the User's individual capacity and not as a plaintiff or class member in any purported class, collective, mass, consolidated, representative, or private-attorney-general action or proceeding. Neither the arbitrator nor the court may consolidate more than one User's claims or preside over any form of consolidated, representative, or class proceeding, and may award relief only in favor of the individual party seeking relief. If this §16.12 is held unenforceable as to any claim, that claim shall be severed and adjudicated in court, while the remainder of §16 continues to apply.

16.13. No partnership; no fiduciary or agency relationship. Nothing in this Section 16, in the operation of the Creator Marketplace, in the credit allocation between Creator and Co-Creators, or in the facilitation of the license grant in §16.3 creates any joint venture, partnership, agency, employment, franchise, escrow, brokerage, fiduciary, or trust relationship between ApiWay and any Creator, Co-Creator, or Buyer, or between any of them. Each of Creator, Co-Creator, and Buyer participates in the Creator Marketplace as an independent party acting on its own behalf, at its own risk, and at its own expense. ApiWay has no duty of loyalty, good-faith fiduciary duty, or duty of care to any User beyond the duties expressly set out in this Agreement.

16.14. Anti-circumvention; AI-training restriction; tamper-proofing. The Buyer shall not, and shall not authorize, encourage, or enable any third party to: (a) attempt to reverse-engineer, extract, isolate, reconstruct, or recreate the underlying Reference Photo Set, any individual photograph contained in it, or any identifying biometric data of a depicted individual from the Generated Output, the Service's processing pipeline, or any associated metadata; (b) use the Generated Output, alone or in combination with any other content, to train, fine-tune, evaluate, benchmark, or otherwise develop any artificial-intelligence or machine-learning model, embedding, generator, classifier, or dataset that competes with, substitutes for, or replicates the Service, the Creator Marketplace, the Styled Photo Set template, or any Creator's distinctive style; or (c) remove, obscure, alter, falsify, or strip any attribution, watermark, signature, content credential, provenance signal, metadata, or other indicator embedded in or associated with the Generated Output by ApiWay, by any Third-Party Provider, or by the Creator. Any violation of this §16.14 is a material breach and entitles ApiWay and/or the Creator, in addition to any other remedies at law or equity, to (i) terminate the license granted under §16.3 with immediate effect; (ii) require the Buyer to cease all use, delete all copies, and destroy all derivative works of the affected Generated Output; and (iii) recover all reasonable costs of enforcement, including attorneys' fees.

16.15. Operational changes; no liability for marketplace mechanics. ApiWay may, at any time and in its sole discretion, modify, suspend, restrict, restructure, reprice, rename, gate, rate-limit, moderate, or discontinue, in whole or in part: the Creator Marketplace; any Marketplace Listing format; any AI-generation template that draws on Reference Photo Sets (including the Styled Photo Set template); the credit allocation formula between Creators and Co-Creators; any payout, accrual, or redemption schedule; any minimum or maximum pricing; any eligibility, quality, moderation, age-rating, geographic, or compliance rule; the visibility, search ranking, or recommendation surfacing of any Marketplace Listing; or any other mechanic, service level, or feature. ApiWay shall not be responsible or liable to any User for any loss of business opportunity, expected earnings, anticipated traffic, marketplace rank, listing visibility, accrued-but-unredeemed credits forfeited under the then-current rules, or any other commercial expectation arising out of, related to, or affected by any such change, suspension, or discontinuation.

16.16. Severability of this Section. If any provision of this Section 16 is held by a court of competent jurisdiction or competent regulator to be invalid, unlawful, or unenforceable in whole or in part, the remaining provisions of Section 16 shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to be enforceable while best preserving the Parties' original intent to allocate risk to the User to the maximum extent permitted by applicable law.

17. Contact
ApiWay, Inc., Delaware, USA — [email protected].