Terms of Service

1. Agreement to these Terms

These Terms of Service ("Terms") are a binding agreement between 17100710 Canada Inc. ("Closynth", "we", "us", "our") and the business that registers for or uses our Service ("Customer", "you", "your"). By creating an account, accessing, or using the Service, you agree to these Terms. If you do not agree, do not use the Service.

If you enter into these Terms on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

The Service is intended for business use only. You must be a business, or acting on behalf of one, and of the age of majority in your jurisdiction, to use it.

2. Definitions

• Service means the Closynth platform, website, web application, and related services that generate AI on-model fashion imagery.
• Customer Content means the garment images, collection data, prompts, settings, and other materials you upload to or configure within the Service.
• Generated Output means the AI-generated on-model images the Service produces from your Customer Content.
• AI Models means the synthetic, AI-generated models that appear in Generated Output. They are not real, identifiable people.
• Documentation means any usage guides or materials we make available for the Service.

3. The Service and your licence to use it

Subject to these Terms and your payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your subscription.

We may update, improve, or change the Service over time. We may also suspend or restrict access where reasonably necessary to protect the Service, comply with law, or address a breach of these Terms.

4. Accounts and security

You must create an account to use the Service. Authentication is provided through our provider, Clerk. You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. Notify us promptly of any unauthorized use. You must provide accurate account information and keep it up to date.

5. Subscriptions, fees, and billing

Plans and fees. The Service is offered on a subscription basis. Applicable fees, features, and usage limits are set out at the point of purchase.

Billing. Payments are processed through our payment processor, Stripe. You authorize us to charge your payment method for all fees, including recurring subscription fees, on the billing cycle you select.

Auto-renewal. Subscriptions renew automatically for successive periods unless cancelled before the end of the current period. You can cancel at any time; cancellation takes effect at the end of the current billing period.

Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST/HST, and similar taxes, other than taxes on our net income.

Changes to fees. We may change our fees on reasonable notice. Changes apply to the next billing period.

Refunds. Except where required by law, fees are non-refundable.

Non-payment. If a payment fails or is overdue, we may suspend or terminate your access and your rights in Generated Output until amounts owing are paid.

6. Content, ownership, and licence

This section governs rights in Customer Content and Generated Output. Read it carefully, as it defines what you own and what you can do with the imagery the Service produces.

6.1 Your Customer Content

As between you and us, you retain all right, title, and interest in your Customer Content. You grant us a worldwide, royalty-free licence to host, store, reproduce, process, adapt, and transmit your Customer Content for the purposes of operating and providing the Service to you, and to improve, evaluate, train, and develop the Service and our AI models as described in our Privacy Policy. You may opt out of the use of your Customer Content for model training as described in our Privacy Policy; this does not affect our right to process Customer Content to deliver the Service.

6.2 Your responsibilities for Customer Content

You represent and warrant that you own or have all rights, licences, and consents necessary to upload your Customer Content and to grant the licences in Section 6.1, and that your Customer Content and its use with the Service do not infringe or violate the rights of any third party or any law. You are solely responsible for your Customer Content.

6.3 Generated Output

Subject to your compliance with these Terms and payment of all applicable fees, we assign and grant to you all right, title, and interest that we hold in the Generated Output created from your Customer Content, on a perpetual, worldwide, royalty-free basis. You may use, reproduce, modify, distribute, and display the Generated Output for any lawful purpose, including commercial and advertising use, across ecommerce, wholesale, social, and other channels, with no time limit and no usage-based fees.

You understand and agree that:

• AI Models are synthetic. The AI Models in Generated Output are AI-generated and do not depict real, identifiable people. No model release is required.
• Copyright in AI-generated content is uncertain. The extent to which AI-generated images are protectable by copyright varies by jurisdiction and is unsettled in several, including the United States. We grant you all rights we hold and place no restriction on your commercial use of the Generated Output, but we do not warrant that the Generated Output is protectable by copyright or that you can prevent others from using similar imagery.
• Rights vest on payment. Your rights in Generated Output are conditional on payment. If your account is suspended or terminated for non-payment, your rights in Generated Output produced during the unpaid period are suspended until amounts owing are paid.

6.4 What we retain

We retain all right, title, and interest in the Service, the AI Models, our underlying and third-party AI models, our software, technology, and Documentation, and all associated intellectual property. Nothing in these Terms transfers ownership of the Service or the AI Models to you. You may not use the AI Models except as they appear within Generated Output produced through the Service.

7. Acceptable use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into these Terms. Without limiting it, you must not use the Service to:

• upload Customer Content you do not own or have the rights to use;
• generate imagery depicting a real, identifiable person, or attempt to recreate the likeness of any real individual;
• create content that is unlawful, infringing, defamatory, or that violates the rights or privacy of others;
• create content depicting minors in any inappropriate manner, or any sexual, exploitative, or abusive content;
• reverse engineer, scrape, or attempt to extract the AI Models or underlying technology, or use the Service to build a competing product;
• resell or provide the Service to third parties except as expressly permitted; or
• interfere with, disrupt, or circumvent the security or integrity of the Service.

We may remove content or suspend accounts that violate this section or the Acceptable Use Policy.

8. Third-party services

The Service integrates with and relies on third-party services Shopify, Stripe and Google. Your use of those services may be subject to their own terms. We are not responsible for third-party services, and their availability, performance, or terms may change. Integration with a platform such as Shopify does not imply any partnership with or endorsement by that platform.

9. Confidentiality

Each party may receive confidential information of the other. The receiving party will use it only to perform under these Terms and will protect it with reasonable care. This does not apply to information that is public, independently developed, or lawfully received from a third party, or where disclosure is required by law.

10. Warranties and disclaimers

The Service and the Generated Output are provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy. We do not warrant that the Service will be uninterrupted or error-free, or that Generated Output will meet your expectations or be free of artifacts or inaccuracies. AI-generated imagery may contain errors or unexpected results, and you are responsible for reviewing Generated Output before use.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.

11. Limitation of liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to these Terms or the Service, even if advised of the possibility.

To the maximum extent permitted by law, our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the amounts you paid to us for the Service in the three months preceding the event giving rise to the claim.

These limitations apply regardless of the theory of liability and are a fundamental basis of the bargain between us.

12. Indemnification

You will defend, indemnify, and hold harmless Closynth and its officers, directors, and employees from and against any claims, damages, liabilities, and expenses (including reasonable legal fees) arising out of or relating to your Customer Content, your use of the Service, your use of Generated Output, or your breach of these Terms or the Acceptable Use Policy.

13. Term and termination

These Terms apply while you use the Service. You may stop using the Service and cancel your subscription at any time. We may suspend or terminate your access if you breach these Terms, fail to pay, or where reasonably necessary to protect the Service or comply with law.

On termination, your right to access the Service ends. Provisions that by their nature should survive, including Sections 6.2, 6.4, 9, 10, 11, 12, and 16, survive termination. We handle your data after termination as described in our Privacy Policy.

14. Changes to these Terms

We may update these Terms from time to time. For material changes, we will provide notice through the Service or by email. Your continued use of the Service after the changes take effect means you accept the updated Terms. If you do not agree, you must stop using the Service.

15. Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign these Terms, in whole or in part, including in connection with a merger, acquisition, financing, reorganization, or sale of assets, without your consent. These Terms bind and benefit the parties and their permitted successors and assigns.

16. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. The courts located in Ontario have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party submits to that jurisdiction

17. General

These Terms, together with the Privacy Policy and Acceptable Use Policy, are the entire agreement between you and us regarding the Service and supersede any prior agreements. If any provision is found unenforceable, the rest remain in effect. Our failure to enforce a provision is not a waiver. There is no partnership, joint venture, or agency between the parties. Notices to you may be given through the Service or by email; notices to us should be sent to the contact below.

18. Contact us

Closynth
2727 Steeles Ave West
Unit 103-786
Toronto, ON
M3J 3G9
Email: legal@closynth.com

protection supervisory authority.