1. Definitions#

• Access Credentials means any username, identification number, password, or security key (including any API key), or other security technology used alone or in combination, to verify an individual's identity and authorization to access and use the Services.
• AI Technology means the machine learning, deep learning, and other artificial intelligence technologies, including statistical learning algorithms, models (including large language models), as well as software implementations or equipment.
• Authorized User means any person who is authorized by a User to access and use the Services in accordance with these Terms, including employees, contractors, or other designated individuals acting on behalf of the User.
• Data Protection Legislation means the applicable data protection regulations in force in France, in particular Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (“GDPR”).
• Finegrain API means the Product made available by Finegrain, which enables Users to implement and compose advanced AI image editing functionalities into their websites or applications, via web services. For a detailed description of its capabilities, please refer to the “Products” page on the Platform.
• Finegrain Editor means the Product made available by Finegrain, which enables Users to perform advanced image editing tasks via a web or mobile application, including, but not limited to cutting out an object, erasing an object, moving an object, and/or blending an object. A complete list of features is available on the “Products” page of the Platform.
• Finegrain Materials means the Platform, the Products, the AI Technology and any and all information, documents, devices, data, know-how, methods, processes, hardware, software, and other technologies and inventions, including any technical or functional descriptions, requirements, plans, or reports, that are provided or used by Finegrain in connection with the Services or otherwise comprise or relate to the Services.
• Intellectual Property Rights means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
• Platform means the Finegrain Software as a Service (*Saas*) online platform, accessible via https://finegrain.ai/, through which Users can access and use the Products and Services provided by Finegrain.
• Products means the distinct tools and functionalities made available to Users on the Platform, including Finegrain Editor and Finegrain API.
• Services means the overall offerings provided by Finegrain through the Platform, encompassing the Products as well as any related support, maintenance, updates, and user account management resources designed to facilitate and enhance the User’s experience.
• Subscription Fee means the fee payable by you to Finegrain for access to the Services under a Subscription Plan, exclusive of any applicable taxes. Details of the relevant pricing corresponding to each Subscription Plan is available on the Platform.
• Subscription Plans means the subscription plans available to Users for accessing the Platform, as further detailed on the Platform.
• Training Data means any and all information, data, materials, text, prompts, images, and other content used to train, validate, test, retrain, or improve any AI Technology.
• Usage Data means information derived from the use of the Platform, such as metadata, aggregated data, and analytics information that does not identify you or any individual, which Finegrain may analyze to improve the Services or Products.
• User Data means any and all information, data, materials, works, or other content that is uploaded into the Platform by the User or any Authorized User; and/or collected, downloaded or otherwise received by Finegrain on behalf of the User or any Authorized User. For the avoidance of doubt, User Data includes User Input and User Output.
• User Input refers to any data, materials, and content, including images, text, and other files, that the User submits, uploads, or inputs into the Products while using the Platform, which may be processed by Finegrain’s AI Technology to generate User Outputs.
• User Output means any data, insights, or other results generated by Finegrain’s AI Technology in response to a User Input, and provided to the User through the Platform as part of the Services.

2. Acceptance and Effective Date#

1. To access the Services, you must accept these Terms directly within the Platform by manually selecting the acceptance checkbox provided during registration, labeled “I accept the Terms and Conditions of the Services.” This checkbox is configured to remain unchecked by default, requiring affirmative action by you to provide explicit consent.
2. BY TICKING THE ACCEPTANCE CHECKBOX, YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND AGREE, WITHOUT RESERVATION, TO BE BOUND BY THEM AS OF THE DATE OF YOUR ACCEPTANCE (“EFFECTIVE DATE”).

3. Amendments to the Terms#

1. Finegrain reserves the right to amend these Terms at any time. You will be notified of any changes via email or through a notice on the Platform. Your continued use of the Platform following such notification constitutes acceptance of the revised Terms.
2. If you do not agree to the revised Terms, you may terminate your Subscription Plan as outlined in Clause 13.

4. Access to the Platform and Use of the Services#

1. Access: Finegrain will provide you and your Authorized Users access to the Platform and Services upon successful registration and selection of a Subscription Plan, subject to these Terms. Finegrain will supply you with Access Credentials (or the ability to create them), any necessary Finegrain APIs, and any additional instructions required to enable access.
2. Right of Use
   1. General: Finegrain grants you a limited, non-exclusive, worldwide, non-transferable and revocable right and license, without the right to sublicense, to use the Platform in accordance with these Terms during your Subscription Plan. This right extends to your Authorized Users.
   2. Processing of User Data: Subject to these Terms, you grant Finegrain a worldwide, royalty-free, fully-paid-up, non-exclusive, transferable, and sublicensable license to process your User Data for the purpose of providing the Services.
   3. Use of Outputs: User Outputs generated through the Platform may be used as part of your business activities without restrictions on duration, territory, or scope, as well as for commercial purposes, provided such use complies with applicable laws and these Terms.
   4. Use restrictions: Except as expressly permitted in these Terms, you and your Authorized Users shall not: (a) modify or create derivative works of the Finegrain Materials, in whole or in part; (b) rent, lease, lend, sell, license, sublicense, assign, or otherwise transfer the Finegrain Materials to any third party; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Finegrain Materials, in whole or in part; or (d) create or permit the creation of false user accounts, including by competitors or other unauthorized parties, for the purpose of accessing or misusing the Platform, Products, or Services.
   5. Restriction on use of Outputs as Training Data:
      1. By you: You may not use User Outputs generated through the Platform as Training Data for any AI Technology, whether your own or those of any third party, without Finegrain’s explicit prior consent.
      2. By us: Finegrain may not use User Outputs generated through the Platform as Training Data for any of its own AI Technology.
3. Finegrain reserves the right to revoke access to the Platform for any violation of these Terms.

5. Provision of Services and Platform Availability#

1. Finegrain will use commercially reasonable efforts to ensure the Services are available 24/7, except during planned or unscheduled maintenance. Reasonable notice will be provided where possible.
2. No Warranty: The Platform and Services are provided “as is” and “as available” without warranty of any kind, either express or implied. In particular, Finegrain does not warrant that your use of the Platform will be uninterrupted or error-free or that the Platform, the Outputs, or any information obtained through the Services will meet your specific requirements.
3. Information communication: The Services may be subject to limitations, delays, and other issues inherent in the use of internet, and Finegrain shall not be responsible for any delays, delivery failures, or other loss or damage resulting from the transfer of data over the internet.

6. User’s Obligations#

1. By using our Platform, you agree to (a) Comply with these Terms and applicable laws and regulations; (b) Use the Platform responsibly, avoiding activities that may disrupt, damage, or otherwise harm Finegrain’s systems or other users’ experiences; and (c) Ensure that User Inputs comply with Intellectual Property Rights and legal standards.

7. Intellectual Property#

1. Ownership of Finegrain Materials
   1. All rights, title, and interest in and to the Finegrain Materials, including the Platform, Products, Finegrain’s AI Technology, and any other technology, tools, or materials used in or generated by the Services, are and shall remain the exclusive property of Finegrain.
   2. Nothing in these Terms shall be construed as transferring any ownership or other proprietary rights to you on any of the Finegrain Materials. You acknowledge that you receive only a limited right to access and use the Platform and Services as expressly granted under these Terms. All Intellectual Property Rights not expressly granted to you under these Terms are reserved by Finegrain.
2. Ownership of User Data: As between you and Finegrain, you are and will remain the sole and exclusive owner of all rights, title, and interest in and to all User Data, including any User Input and User Output generated through the Platform, and all Intellectual Property Rights relating thereto, subject only to the limited license granted under these Terms.You are solely responsible for ensuring the legality, reliability, integrity, accuracy, and quality of all User Data that you upload, submit, or otherwise provide or download through the Platform.
3. Third-party Intellectual Property Disclaimer regarding User Outputs: Finegrain makes no representations, warranties, or guarantees that any User Output generated through the Services will be free of third-party Intellectual Property Rights or other restrictions.You acknowledge that:
   1. Finegrain is not responsible for ensuring the legality or compliance of User Outputs with third-party Intellectual Property Rights.
   2. It is your responsibility to review and determine the suitability of User Outputs for your intended use.
   3. Finegrain disclaims all liability for any claims, damages, or losses arising from your use of the User Outputs.

8. Data Privacy#

1. Personal Data we collect about you: Finegrain is committed to protecting your personal data. To provide you access to the Platform and Services, we may collect, store, and process your personal data in accordance with our Privacy Policy, which outlines how we handle your personal information.
2. Personal Data within User Data: The Platform and Services are not designed to process Personal Data. You agree not to upload, submit, or otherwise provide Personal Data as User Input on the Platform.
   1. You will act as the Data Controller, and Finegrain will act as the Data Processor, as defined by applicable Data Protection Legislation.
   2. You warrant that all Personal Data you provide is lawfully collected, and you have obtained all necessary rights and consents for Finegrain to process such data as part of the Services.
   3. You agree to comply with Finegrain’s Privacy Policy and ensure all processing of Personal Data is consistent with applicable Data Protection Legislation.
   Finegrain will not be responsible for any non-compliance arising from your provision of unauthorized or improperly collected Personal Data.
3. No sensitive information: You acknowledge and agree that the Services are not designed to process or manage Sensitive Data, as defined under applicable Data Protection Legislation. You agree not to upload, submit, or otherwise use the Platform to collect, process, or manage any Sensitive Data.Finegrain disclaims all liability for any direct or indirect damages resulting from your use of the Platform to process Sensitive Data.
4. Use of Usage Data: Finegrain owns all rights, title, and interest in and to Usage Data collected through the Platform. Usage Data is anonymized or aggregated information that does not identify you or any individual.Finegrain may use Usage Data for the following purposes:
   1. To improve and optimize the Services;
   2. To develop new features, tools, and capabilities for the Platform; and
   3. For statistical analysis, reporting, and other legitimate business purposes.

9. Confidentiality#

1. Confidential Information: While using the Services, and for a period of two (2) years thereafter, you agree to keep confidential any non-public information disclosed by Finegrain in connection with the Services. This includes, but is not limited to, technical, business, or operational information, as well as any proprietary elements of Finegrain Materials or other content provided during the course of the Services (“Confidential Information”).
2. Exceptions to Confidentiality: This obligation does not apply to information that (a) Was already lawfully known to you prior to disclosure by Finegrain; (b) Becomes publicly available through no fault of yours; (c) Is independently developed by you without reliance on or reference to Finegrain’s Confidential Information; or (d) Is required to be disclosed by law or a valid court order, provided you notify Finegrain in writing (where legally permissible) and cooperate to limit the scope of disclosure.

10. Fees and Payment#

1. Payment of Subscription Fees: You are responsible for paying the applicable Subscription Fee in advance based on your chosen Subscription Plan. Subscription Fees are charged through Finegrain’s payment provider, Stripe. Finegrain does not collect or store your payment information.
2. Non-refundable: Subscription Fees are non-refundable except as required by law. You are responsible for ensuring timely payment to maintain uninterrupted access to the Services.

11. Limitation of Liability#

1. Liability for direct damages: Finegrain may only be held liable for direct damages resulting from a serious breach exclusively attributable to Finegrain of one or more of its obligations under these Terms, as demonstrated by you.
2. EXCLUSION OF INDIRECT AND UNFORESEEABLE DAMAGE: TO THE FULLEST EXTENT PERMITTED BY LAW, FINEGRAIN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE, WHETHER INCURRED DIRECTLY OR INDIRECTLY, RESULTING FROM: (A) YOUR USE OF THE PLATFORM OR SERVICES; (B) THE INABILITY TO ACCESS OR USE THE PLATFORM OR SERVICES; (C) YOUR USE OF THE USER OUTPUTS GENERATED THROUGH THE PLATFORM; OR (D) ANY OTHER EVENT BEYOND FINEGRAIN’S REASONABLE CONTROL.
3. Exclusion of liability regarding User Inputs and Outputs: you acknowledge and agree that:
   1. You are solely responsible for ensuring that any User Input uploaded to the Platform is royalty-free and do not infringe any third-party Intellectual Property Rights.
   2. Finegrain disclaims any liability regarding the quality, integrity, or legality of open-source Training Data utilized by its AI Technology, even if such data is subsequently found to be flawed, inaccurate, or otherwise compromised.
   3. Finegrain shall bear no liability if the User Output generated by the Platform does not meet your expectations in terms of aesthetic quality, functionality, or suitability for a specific purpose. Finegrain only provides the means for generating Outputs and does not guarantee any specific result.
   4. You assume full responsibility for the selection, use, application and reliance on any User Output generated through the Platform. You acknowledge that it is your responsibility to review and determine the suitability of any User Output for your intended use, and Finegrain disclaims all liability in this respect.
4. Liability for loss or damage to User Data: In the event of any loss or damage to User Data, your sole and exclusive remedy is for Finegrain to use commercially reasonable efforts to restore the lost or damaged User Data from the most recent back-up maintained by Finegrain.Finegrain shall not be responsible for any loss, destruction, alteration, or unauthorized disclosure of User Data caused by (a) your actions or omissions, including failure to maintain appropriate back-ups; (b) third-party systems, networks, or services; or (c) events beyond Finegrain’s reasonable control.
5. Limitation of liability: If Finegrain’s liability is established for any cause, event, or damage, the total amount of compensation payable to you shall not exceed 100% of the total fees (excluding VAT) paid by you to Finegrain during the twelve (12) months preceding the event giving rise to the claim.
6. Risk Allocation: The provisions of this Clause 11 allocate risks and liabilities between you and Finegrain. This allocation reflects the pricing structure of the Services, ensuring a balance between the rights and obligations of the parties.

12. Indemnity#

13. Term, Termination, and Suspension of Services#

1. Term: These Terms begin on the Effective Date and will continue:
   1. For Free Plans: Until you close your account or we suspend or terminate your access to the Platform in accordance with these Terms.
   2. For Monthly Subscription Plans: On a rolling monthly basis, unless you terminate your Subscription Plan at any time prior to its next renewal date, directly on the Platform.
2. Termination or suspension: Finegrain reserves the right to terminate or suspend your access to the Platform and the Services in the following circumstances:
   1. Non-payment: if you fail to pay any applicable Subscription Fees after receiving written notice of non-payment;
   2. Breach of these Terms: If you or any Authorized User violate these Terms, including but not limited to breach of Intellectual Property Rights, confidentiality provisions, or any other obligations;
   3. Disruptive or harmful activity: If Finegrain detects or reasonably suspects activity that disrupts or harms its systems, the Platform, or other users.
   4. Operational or Maintenance Needs: For planned maintenance or temporary operational requirements, with prior reasonable notice when practicable.
   Suspension, where applicable, will apply to you and your Authorized Users. Finegrain will endeavor to restore access as soon as the cause of suspension is resolved.

14. Governing Law and Dispute Resolution#

15. Assignment#

16. Severability#

17. Contacting Us#