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Terms of Use

Preamble​

Welcome to Serenity* Star, brought to you by Subgen AI! Our platform offers access to cutting-edge artificial intelligence capabilities through specialized Models-as-a-Service (MaaS) solutions designed to empower organizations across all sizes and sectors. The Serenity* Star ecosystem is built around three core platforms: Productivity MaaS, Compliance MaaS, and Health Research MaaS

Our Services​

By creating an Account on Our platform, You can access:

  • "Serenity* AI Hub": Our comprehensive platform that streamlines the creation and management of production-ready generative AI services, providing efficient and controlled access to the latest Large Language Models (LLMs).
  • "Serenity* Nexus": A secure, organization-controlled platform designed to maximize employee productivity using advanced Large Language Models (LLMs) and corporate AI agents.
  • "Serenity* Compliance": Our compliance management platform that ensures real-time regulatory verification and organizational policy adherence.
  • "Serenity* Health Research": Our specialized health research platform that transforms medical and health research through advanced AI tools.

Parties​

These Terms of Use are entered into by and between Subgen AI Limited, a company organized and existing under the laws of United Kingdom (Company No. 15374966), with its offices at 100 Avebury Boulevard, Milton Keynes MK9 1FH ("Subgen AI", "We", "Us", or "Our") and any person who uses, accesses or subscribes to the Services ("You" or the "Customer").

What these Terms of Use cover​

These Terms of Use apply to all services provided through the Serenity* Star platform, available via https://serenitystar.ai. In addition, (i) Your use of some of our Services is subject to Additional Terms and (ii) if You are a Commercial Customer, Your use of our Services is also subject to the Data Processing Agreement.

Definitions​

The capitalized words in this document shall have the meaning set forth below:

  • “Account”: means Your account on Our Services which can be either:
    • An “Admin Account": means an Account that has full access to all features and settings, allowing the Administrator to manage and configure the Services; or
    • A “Standard Account": means an Account that has limited access to the Services, providing the User with the functionalities and permissions defined by the Administrator.
  • “Additional Terms”: means the additional terms for a Service that govern your use of that Service.
  • “Administrator”: means any User that has an Admin Account.
  • “Agreement”: means collectively (i) these Terms of Use, (ii) the Additional Terms, (iii), where applicable, the Data Processing Agreement, and (iv) all materials referred or linked to in the above-mentioned documents, as may be amended from time to time.
  • “Applicable Data Protection Law”: means any applicable national, federal, EU, state, provincial, or other privacy, data security, or data protection law or regulation, including, to the extent applicable, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 applicable since 25 May 2018 (the “GDPR”).
  • “Authorized Users”: means a Commercial Customer’s employees and/or independent contractors, allowed by the Commercial Customer to access and use the Services, subject to the Authorized Users’ compliance with this Agreement.
  • “Beta Services”: means any Services made available to You for beta testing purposes.
  • “Billing Cycle”: means the frequency at which You are billed for the Fees, based on Your Subscription Plan.
  • “Commercial Customer”: means any Customer subscribing, accessing to or using the Services as part of its business or professional operations and that does not act as a Consumer.
  • “Consumer”: means any Customer who is acting for purposes which are outside their trade, business, craft or profession.
  • “Customer Offerings”: means any of Your products or services, including but not limited to any applications edited or operated by You, that You make available to End-Users using Our Services or Your Outputs.
  • “Data Processing Agreement”: means the data processing agreement entered by and between the Commercial Customer and Subgen AI and available here.
  • “Effective Date”: means the earlier of (i) the date You first use the Services or (ii) the date You accept these Terms of Use.
  • “End-Users”: means any person who uses the Customer Offerings.
  • “Feedback”: means Your feedback pertaining to the accuracy, relevance, and effectiveness of the Outputs, including any identified discrepancies or errors.
  • “Fees”: means the fees paid or payable by You to Subgen AI under this Agreement in consideration for the Paid Services.
  • “Filters”: means the automatic mechanisms implemented by Serenity* Star that are designed to screen or remove offensive, inappropriate, or illegal content from the Output, such as moderation prompts.
  • “Help Center”: means (i) the Serenity* Star help center available at https://help.serenitystar.ai/ or through your Account settings, and (ii) the ticketing portal allowing You to make and manage Your Customer Support requests.
  • “Input”: means any data You provide or use to prompt, fine-tune or customize the Services, including textual data, prompts, fine-tuning data, documents, or images.
  • “Intellectual Property”: means all patent rights, copyrights, trademark rights, rights in trade secrets, design rights, database rights, domain name rights, moral rights, and any other intellectual property rights (registered or unregistered) throughout the world. Subgen AI’s Intellectual Property includes the Models, the Services, and any modification or enhancement of each of the foregoing (the “Subgen AI Intellectual Property”).
  • “Model(s)”: means (i) any version of any artificial intelligence model developed by Subgen AI and made accessible to You in any manner on the Services, (ii) any fine-tuned or modified version of such artificial intelligence model (the “Fine-Tuned Model”) and (iii) the associated documentation as may be updated from time to time (the “Documentation”).
  • “Output”: means any and all content generated by the Services in response to an Input. For the avoidance of doubt, Output does not include any component or derivative of the Models, including the Model weights or parameters and any Fine-Tuned Model.
  • “Parties”: means You and Subgen AI. In the singular, “Party” means one of the Parties. “Payment Services”: means the online payment services that We use to enable You to pay the Fees on the Services.
  • “Services”: means any and all services provided by Subgen AI to You under this Agreement, available via the website accessible at https://www.serenitystar.ai. The Services may be free of charge (the “Free Services”) or made available subject to Fees (the “Paid Services”).
  • “Subscription”: means Your subscription to the Services.
  • “Subscription Plan”: means the specific set of Services You subscribe to. The available Subscription Plans are mentioned on the Services and may be amended from time to time by Subgen AI at its sole discretion.
  • “Support”: means the support Services provided by Subgen AI to the Customer under this Agreement.
  • “Term”: means the term of this Agreement as set forth in Section 13.1 (Term) of these Terms of Use.
  • “Terms of Use”: means these terms of use.
  • “User Data”: means Your Feedback, Input and Output.
  • “Workspace”: means the Commercial Customers’ workspace on the Services which Authorized Users can access, subject to the permissions set out by the Commercial Customer.

2. Purpose and scope​

2.1. Purpose​

Purpose. The purpose of this Agreement is to describe the rights and responsibilities of the Parties in connection with the provision and use of the Services.

2.2. Scope and contractual documents​

Scope. These Terms of Use apply to any Subscription, access to or use of the Services by You.

Additional Terms. Some Services may be subject to Additional Terms specific to that Service. By accessing or using a Service covered by the Additional Terms, You also agree to such Additional Terms.

Hierarchy. In case of any conflicts or discrepancies between these Terms of Use and the Additional Terms, the applicable Additional Terms shall prevail.

3. Acceptance​

General Principle. By accessing or using any of Our Services, You accept this Agreement. You must read this Agreement carefully before using any of the Services. We recommend You download this Agreement, print it, and keep a copy. By clicking on “I agree” (or any similar button or checkbox) at the time You sign up for a Service or by using Our Services, You expressly agree to be bound by this Agreement.

Agreement on behalf of another person. If You agree to be bound by this Agreement on behalf of Your employer or another legal entity, You warrant and represent that You possess the authority to act and accept such terms on their behalf. In such a case, the words “You” or “Customer” in this Agreement will refer to Your employer or that other legal entity.

4. Access to Our Services​

4.1. What You need to access and use Our Services​

Age limitation. You must be at least thirteen (13) years old to use Our Services. You must have parental or legal guardian permission if You are a minor registering for Our Services. We will promptly delete any Account found to be in violation of such requirements.

Technical requirements. You need a computer (or any compatible electronic device) and a high-speed internet connection to access and/or use Our Services. Depending on the Services You use, some additional technical requirements might be required, as further described in the Documentation and/or in the applicable Additional Terms. You are responsible for ensuring You comply with the foregoing technical requirements to utilize the Services effectively.

Costs. Unless otherwise stated, You are solely responsible for any costs that you incur in complying with the technical requirements.

4.2. Your Account​

Account creation. You must create an Account to use the Services. In creating your Account, You must provide complete and accurate information to Subgen AI and promptly update the information on Your Account if any changes occur.

Type of accounts. We offer two types of accounts: (i) Admin Accounts and (ii) Standard Accounts.

4.2.1. Admin Accounts​

Admin Accounts. Subject to Your Subscription Plan, Admin Accounts are granted additional features compared to Standard Accounts, including:

  • Inviting Authorized Users: Administrators may invite Authorized Users to join their Workspace by providing their email addresses. Upon receipt of an invitation, the Authorized Individual will be able to create an Account to access and use the Services.
  • Automatically adding Authorized Users: Administrators may configure the Services to automatically add Authorized Individuals to their Workspace based on the domain name of their email addresses. For example, if an Administrator specifies that all email addresses ending in “@example.com” should be automatically added, any individual with an email address ending in “@example.com” who attempts to create an Account will be automatically added to the Administrator’s Workspace.
  • Managing Accounts within Your Workspace: Administrators can manage their Workspace’s Accounts, including deleting such Accounts or changing Account permissions.

Deletion of Your Admin Account. You can ask Us to delete Your Admin Account at [email protected], subject to Section 13 (Term, Suspension, and Termination) of these Terms of Use or the applicable Additional Terms. Unless otherwise approved by Subgen AI, the deletion of an Admin Account will result in the deletion of the associated Workspace and all related Accounts.

4.2.2. Standard Accounts​

Deactivation by You. Subject to the permissions given by Your Administrator (if You have one), You may delete Your Standard Account at any time by using the “Delete My Account” feature for the Services. If You subscribed to Paid Services, You may only delete Your Account after paying all outstanding Fees.

4.2.3. Provisions applicable to every Account​

Restrictions. Your Account is intended for Your individual use only. Unless otherwise stated, You may not share Your Account with any other person without Subgen AI’s prior written authorization. You represent and warrant that You will not create (a) any fake Account, (b) more than one (1) Account per individual User or (c) an Account on behalf of another individual or entity without such individual’s or entity’s prior authorization.

Account security. You must keep Your Account identifiers (email and password) secure and strictly confidential. Subgen AI does not commit to monitoring which individual is using Your Account. You are solely responsible for any action taken in connection with Your Account, whether that action was actually taken by You or not. You must notify Subgen AI at [email protected] or through the Help Center in the event of any (suspected or confirmed) unauthorized or fraudulent use of Your Account as soon as You become aware of such events.

Suspension or deactivation by Subgen AI. Subgen AI reserves the right to suspend or deactivate Your Account and/or Your Workspace if Subgen AI suspects or determines that Your Account may have been used for an unauthorized purpose. Suspension of Your Account is subject to Section 14 (Term, Suspension and Termination) of these Terms of Use.

4.3. Subscription to the Services​

4.3.1. Free Services​

Subscription Process. To access and use the Free Services, You must:

  • Create Your Account on the Platform in compliance with the Terms of Use,
  • Read this Agreement, and
  • Accept this Agreement.

4.3.2. Paid Services​

Subscription Process. To subscribe to the Paid Services, You must:

  • Create Your Account, in compliance with the Terms of Use,
  • Choose Your Subscription Plan,
  • Choose Your payment method. If You choose to pay the Fees via credit card, an imprint of its credit card may be taken to verify the validity of the card. This process is solely for verification purposes and does not result in any immediate charges unless explicitly stated, Provide Your payment and billing information by filling in the form available on the platform. You must provide accurate and up-to-date payment and billing information. You shall promptly update Your payment and/or billing information in order to keep such information accurate and up-to-date. This change can be made through the Your Account,
  • Read this Agreement,
  • Accept this Agreement,
  • Review Your Subscription. During this step, You will be able to modify Your Subscription Plan if necessary,
  • Confirm Your Subscription, and
  • Depending on Your Subscription Plan, You may be required to pay for the Fees for the initial subscription month, as outlined in the applicable Additional Terms.

Confirmation of the Subscription. Once the Subscription process is complete, a page will appear on the Platform to confirm Your Subscription. Subgen AI will send You a confirmation of Your Subscription at the email address provided by You when creating Your Account (unless such email address is not valid), alongside with a PDF copy of this Agreement. This confirmation does not constitute an invoice. You will be able to access and use the Paid Services once You have received such confirmation.

Subscription verification process. Subgen AI and/or, where applicable, the Payment Services Provider will verify the information provided by You during the Subscription process. Subgen AI reserves the right to decline the Your Subscription to the Paid Services in case of any suspected OFAC regulation violation or instances of fraud and/or misrepresentation. In such cases, (i) Subgen AI will notify You by email, (ii) Subgen AI will refund You of any pre-paid Fees under this Agreement and (iii) this Agreement will automatically terminate.

Change Subscription Plan. If You wish to access a Model or a Service that is not included in Your current Subscription Plan, You must subscribe to the relevant Subscription Plan to gain access.

5. Your use of Our Services​

5.1. Description of Our Services​

Our Services. Our Services enable you to utilize, fine-tune, or customize our proprietary Model(s) as well as integrate third-party models and services to generate Outputs. You can access the complete list and descriptions of the Services, including third-party integrations, on our platform and/or in the Documentation, as updated from time to time. Free Services are available to all Users at no cost, while access to Paid Services requires payment of the applicable Fees.

Restrictions. Certain Services may be subject to any of the following restrictions:

  • Access Restrictions. Certain Services may not be available to all Users, either because they are Paid Services or because access is to specific categories of Users, such as Commercial Customers. These Services are described on the platform and/or the applicable Documentation.
  • Service restrictions. Certain Services may be subject to specific rate limits or usage restrictions. Such restrictions are set forth in the Additional Terms and/or in the applicable Documentation.
  • Input Restrictions. For certain Services, Your Input may be subject to specific format or size restrictions. Any such restrictions are clearly specified on the Services at the time You use them and in the Documentation. We strongly advise You to review the Documentation for detailed information regarding these restrictions. You acknowledge and agree that non-compliance with the Input restrictions may result in Your inability to submit Your Input Data, thereby rendering the Services unable to perform as intended.

Evolution of the Services. Subject to the applicable Additional Terms, We reserve the right to modify, update or enhance Our Services without notice. Such modifications may include, but are not limited to, debugging, feature additions or removal, enhancements or alterations to improve Service quality. You agree that We are not obligated to maintain or provide prior features, functionalities or Services following modifications, updates or upgrades, unless otherwise stated.

Model discontinuation. We reserve the right, at Our sole discretion, to discontinue the availability of Models and/or Services on the Platform. In the event that We elect to discontinue the availability of any Model, We shall provide a minimum notice period of two (2) months prior to the discontinuation of the Model at the email address associated with Your Account. During such notice period, the Model will not be available to any new Customers. We will notify You of any such discontinuation by email to the email address associated with Your Account. You are responsible for ensuring that Your contact information is up-to-date to receive such notifications. We are not liable for any damages, costs, or expenses incurred by You as a result of the discontinuation of any Model, provided that We have complied with the notice periods set forth above. In any case, You will be able to terminate the Agreement at any time in accordance with the applicable Additional Terms.

Beta Services. We may, from time to time, offer Beta Services. Beta Services will be mentioned as such. Beta Services are provided “as is” and “as available” without warranty of any kind, express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Beta Services will be uninterrupted, error-free, or free of harmful components. By using the Beta Services, you acknowledge and agree that:

  • No guarantee of availability: We may discontinue, modify, or limit the availability of the Beta Services at any time without notice.
  • No liability: We shall not be liable for any damages, losses, or costs arising from or related to Your use of the Beta Services.
  • Feedback: You may be asked to provide feedback regarding the Beta Services. We shall own all rights, title, and interest in and to any feedback you provide, and you hereby assign to Us all rights in such feedback.

While Beta Services are provided "as is," Subgen AI will ensure that Beta Services do not compromise the security or functionality of other services.

5.2. Availability​

Availability. Subgen AI will use commercially reasonable efforts to make the Services available to You 24 hours a day, 7 days a week. However, You acknowledge that, due to various factors, including maintenance, technical issues or unforeseen circumstances, the Services may experience periods of downtime. Subgen AI will not be liable for any unavailability of our Services, but will make commercially reasonable efforts to restore the Services promptly. You understand and agree that the occurrence of downtime, regardless of its duration, does not entitle You to a refund of any Fees paid for the Paid Services. You shall however note that Our Services are subject to changes, in which case We will use commercially reasonable efforts to preserve backward compatibility without however guaranteeing the absence of breaking changes.

Exclusions. In any case, Subgen AI will not be liable for any unavailability of Our Services caused by:

  • Factors beyond Subgen AI’s reasonable control, including any Force Majeure Event, operational difficulties or unforeseen and unintentional temporary interruptions of its services, including but not limited to interruptions of electricity, computer services or telecommunications, or Internet access issues,
  • Poor transmission due to a failure or malfunction of the transmission networks, including when such transmission is provided by a third-party supplier;
  • Breach of this Agreement by You or the Authorized Users,
  • Your non-compliance with the Documentation and/or Your unlawful or unauthorized use of Our Services,
  • Failure of any third-party service, hardware, software, or technology,
  • Scheduled maintenance work, provided that Subgen AI has duly notified You of such maintenance work in advance or
  • Suspension of Your right to use Our Services.

5.3. Support​

5.3.1. Free Services​

Customer support. Support is limited to self-service resources available in the Help Center. Response times for support requests may vary and are not guaranteed.

5.3.2. Paid Services​

Customer support. You can submit Your support requests via the Help Center. We will use commercially reasonable efforts to assist you in the effective use of the Service in a timely manner. This includes responding to your inquiries and addressing any issues promptly and professionally. However, You acknowledge that we may prioritize customer support requests in our sole discretion, including prioritizing customer support requests relating to Paid Services. Our support team is available during standard business hours.

Customer Support exclusions. Customer Support does not cover:

  • Inquiries addressed in the Documentation;
  • Initial training for the Services. You are responsible for training Your Authorized Users;
  • Issues arising from third-party services, software, hardware, or products or services not provided by Subgen AI;
  • Issues resulting from Your misuse, unlawful, or unauthorized use of the Services; or
  • Support during periods when You have not paid the applicable Fees.

Adaptive Maintenance. Subgen AI may perform adaptive maintenance to keep the Services aligned with current technological and regulatory standards. You acknowledge and agree that:

  • This Agreement does not automatically include upgrades and Subgen AI has no obligation to provide Upgrades or improve the Services; and
  • Upgrades may require changes to Your Subscription Plan.

6. Your User Data​

Responsibility. You are solely responsible for Your use of Your Input and Output.

Input ownership. You represent that You own or have obtained all the required rights to use Your Input. You retain all the rights, including but not limited to all intellectual property rights in and to Your Input. We do not claim any ownership or intellectual property rights of any kind in and to the Input.

Output ownership. We do not claim any ownership or intellectual property rights of any kind in and to the Output. You are the sole owner of the Output and retain all the rights, including but not limited to all intellectual property rights, in and to Your Output.

Output restriction. You must not use the Outputs or any modified or derived version of the Outputs to reverse engineer the Services.

Output similarity. You agree that, due to the nature of Our Services, if another User uses an Input similar to Yours, our Services may generate an Output similar or identical to Yours. We do not warrant that Your Output is not similar or identical to another User’s Output. Accordingly, We shall not be obligated to indemnify You against any claim alleging that Your Output is similar to or identical with another User’s Output.

Output accuracy. You agree that the Outputs generated by Our Services may be incomplete, not up-to-date or not entirely accurate. Therefore, when using Our Services, You must:

  • Assess the accuracy and/or the suitability of the Output to your needs before using or sharing the Output,
  • Include in Your Input any relevant moderation prompt to better filter or adapt the Output, especially if You deactivated the Filters proposed by Subgen AI, and
  • Check the information generated by the Output and, in any case, not rely on the Output as a unique source of truth and/or information, as safe and inoffensive in every circumstance, or as a replacement for professional guidance.

Output disclaimer. Subgen AI does not warrant the accuracy, completeness, or suitability of Outputs generated by the Services. You acknowledge that:

  1. Outputs are provided for informational purposes only and are not a substitute for professional advice.
  2. Subgen AI shall not be liable for any damages, including direct, indirect, or consequential, arising from reliance on Outputs.

How we use Your User Data. If You use The Platform, the way we use Your User Data is set forth in the Additional Terms for The Platform.

7. Fees, billing and payment​

General Principle. Specific payment terms may apply depending on the Services Your Subscribe to. Please make sure to check the applicable Additional Terms to know more about the applicable payment terms before Subscribing to a Service.

7.1. Fees​

Applicable Fees. The Fees are listed on the platform inclusive of all Taxes. You must pay to Subgen AI the Fees listed in Serenity* Star’s then-current price list available on the platform. Unless otherwise stated and to the extent permitted by applicable law, all amounts paid by You are non-refundable and non-cancellable.

Pricing evolution. Serenity* Star may modify the price list at its own discretion. If such modification results in an increase of the applicable Fees for You, Subgen AI will provide You at least thirty (30) days’ notice in writing to the email address You provided upon Your Subscription. If You do not agree with such modification, You may terminate this Agreement before the end of this notice period. The Fees will not be increased during this notice period.

7.2. Billing​

Payment method. You must pay the Fees via credit card or any other payment method available on the Services.

Frequency. You authorize Subgen AI and/or the Payment Service Provider to charge Your select payment method every month.

Payment Services. The payment services allowing the Customer to pay the applicable Fees are provided by the Payment Services Provider under its sole control and responsibility. Subgen AI is not responsible for the payment services provided by the Payment Services Provider.

Billing. Billing shall occur simultaneously as payment.

7.3. Suspension or termination​

Suspension or termination. We reserve the right to suspend or terminate Your access to the Services in case of late-payment or non-payment under the conditions set forth in Section 13 (Term, Suspension and Termination) of these Terms of Use.

7.4. Provisions applicable to Commercial Customers​

Late payments. The Commercial Customer may not withhold any amounts due under this Agreement. Any late payment will (i) be increased by a fixed indemnity of fourty (40) euros and the costs of collection (if any) and (ii) will incur a late payment interest rate of three (3) times the legal interest rate per day, starting from the day after the payment due date until full payment is received. For the purpose of this Agreement and subject to applicable law, the legal interest rate means the interest rate applied by the European Central Bank to its most recent refinancing operation, plus 10 percentage points.

Taxes. The Commercial Customer is responsible for settling any applicable Taxes that may be levied on top of the Fees and must pay Subgen AI for the Services without any deductions related to Taxes. If Subgen AI is required to collect or pay any Taxes, they will be invoiced to the Commercial Customer, who is obligated to settle them unless a valid tax exemption certificate regarding these Taxes is timely provided to Subgen AI. If the Commercial Customer is obligated by law to withhold Taxes from any payments under this Agreement, the Commercial Customer agrees to increase the payment amount to ensure that Subgen AI receives the full agreed-upon Fees notwithstanding these deductions. The Commercial Customer will be solely responsible for remitting the withheld amounts to the relevant authorities. The Commercial Customer shall provide Subgen AI with all pertinent tax identification information that Subgen AI may require under the applicable law to ensure compliance with prevailing tax regulations and the authorities of relevant jurisdictions. The Commercial Customer agrees to settle any potential interests, penalties, taxes, or fines resulting from the Commercial Customer’s failure to declare, or reimburse Subgen AI for such amounts.

8. Your obligations​

General obligations. You shall use Our Services in compliance with this Agreement and all applicable laws and regulations, including but not limited to all intellectual property, data and privacy laws. Therefore, You are responsible for:

  • The information You provide Us. You must provide honest, loyal, complete, accurate and up-to-date information to Subgen AI and promptly update such information as need may be.
  • Your use of Your Account and Our Services. You must:
  • Not use Our Services for any illicit, unlawful, prohibited and/or illegal purposes, to harm third parties or Subgen AI;
  • Not use the Services for a benefit of a third party unless agreed otherwise in a separate contract with Us;
  • Not use the Services to circumvent the intended features, functionality or limitations of the Services or to divert Our Services from their intended purposes as set forth in this Agreement; .
  • Not interfere with or circumvent mechanisms in the Services intended to monitor Your use of Our Services or to limit such use, except as provided for in Section 7 (Your User Data) of these Terms of Use;
  • Not use the Services in a manner in which, in Subgen AI’s opinion, would affect Subgen AI’s reputation or goodwill or any of its trademarks.
  • Your User Data. You must:
    • Ensure that Your Input and Output do not violate this Agreement, the applicable law or the rights of third-parties, including but not limited to intellectual property rights, privacy or personality rights;
    • Only use Input to which Your own all required rights under applicable law and do so in a manner that is consistent with the applicable law;
    • Not use any Input that contains illegal content, including but not limited to child pornography;
    • Not intentionally (i) make the Services generate Outputs infringing the rights of third-parties, including but not limited to intellectual property rights, privacy or personality rights, or applicable law, or (ii) use such infringing Outputs after You become aware of such infringement; and
    • Not represent that the Output was generated by a human when it was generated by Our Services.
  • Not compromising the security of Our Services. You must:
    • Not interfere with, circumvent or bypass mechanisms in the Services intended to ensure the security of our Services;
    • Not attempt to or engage in any activities that could compromise the security, moderation or proper functioning of the Services. Specifically, the Customer shall refrain from any attempt to inject malicious Input or carry-out Input injection attacks with the intent of manipulating the behavior of the Model;
    • Not attempt to or take any actions that may result in unauthorized access, interference or disruption of the Services’ operation;
    • Not disable, overly burden, impair or otherwise interfere with servers or networks connected with Our Services;
    • Not disseminate data that would diminish, disorganize, slow down or interrupt the normal functioning of Our Services;
    • Not attempt to gain unauthorized access to, interfere with, damage or disrupt the Subgen AI, or Subgen AI’s licensor or service providers’ computer systems or networks connected thereto;
    • Not use, store, transmit or disseminate data that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; and
    • Not perform any vulnerability, penetration or similar testing of Our Services.
  • Not infringing Subgen AI’s or Subgen AI’s licensors, suppliers and service providers’ Intellectual Property. Subject to applicable law, You must:
    • Not remove or otherwise obscure any copyright or proprietary notices on the Services, including but not limited to Our brands, trademarks or any other copyright notice;
    • Not bypass, attempt to bypass, alter, disable or in any way interfere with the digital rights management measures that may be integrated to the Services. You acknowledge that these protection mechanisms are essential for safeguarding the intellectual property and security of the Services;
    • Not incorporate Our Services into Your Customer Offerings, unless otherwise stated;
    • Not extract, by permanent or temporary transfer, all or part of the contents of Our Services, by any means and under any form whatsoever, including by scraping, except as otherwise authorized under the terms of this Agreement;
    • Not merge or combine the Services with any software, programme or technology, except as otherwise authorized under this Agreement;
    • Not copy, reproduce, transcode, adapt, translate, arrange, decompile, modify or create any derivative works of the Services except as expressly authorized by applicable law;
    • Not seek to reverse engineer or reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except to the extent expressly permitted by applicable law (and then only upon advance notice to Us); and
    • Not grant a license, sub-licence or access to or sell, re-sell lend, lease or distribute, in any form whatsoever, the Services to third parties, unless otherwise permitted under this Agreement

Third parties. You shall not encourage or assist any other User or third party in doing anything that is strictly prohibited under this Agreement. Authorized Users, including third-party contractors, must comply with these Terms of Use. Commercial Customers are responsible for ensuring that all third-party users adhere to these Terms. Subgen AI reserves the right to suspend or terminate access for violations by third-party users.

Obligations specific to Commercial Customers. When using the Services, You must:

  • Comply with the Applicable Data Protection Law.
    • Provide a disclaimer to any individual accessing an Output or using the Services. Such disclaimer should highlight the potential inaccuracies and unpredictabilities in the Outputs and encourage individuals to check important information,
    • Document the use of the Services as deployer of the Models (where applicable);
    • Supervise the Authorized Users’ use of the Services. Accordingly, the Commercial Customer is solely responsible for:
    • Ensuring that all individual users, including the Authorized Users, are contractually bound to terms and conditions with the Commercial Customer that are as protective of Subgen AI’s rights as outlined in this Agreement,
    • Informing the Authorized Users about the proper use of the Services, including the guidelines, restrictions and usage limitations, and
    • Providing adequate training and educational resources to the Authorized Users, ensuring their understanding of the Services proper and responsible use, as well as compliance with the specified terms.
    • Ensure that all individuals added to their Workspace, whether through invitation or automatic addition, comply with the applicable provisions of this Agreement and any applicable laws and regulations.

9. Our obligations​

General obligations. Subject to Your compliance with this Agreement, Subgen AI will use commercially reasonable efforts to make the Services accessible 24 hours a day, 7 days a week. However, Subgen AI reserves the right to suspend the availability of all or part of the Services (a) in case of a Force Majeure Event (as defined in Section 18 of these Terms of Use), (b) for maintenance purposes, including but not limited to, to fix anomalies, bugs or errors, to launch new or improved features or Services, or to address immediate security concerns. Unless otherwise stated, Subgen AI is not under an absolute obligation of any kind. Subgen AI shall not be held responsible for any disruptions, interruptions and/or anomalies that are not of its making and that affect, for example, transmissions via the Internet network and more generally via the communication network, whatever the extent and duration.

Security. Subgen AI will use commercially reasonable efforts to implement and maintain reasonable security measures to prevent unauthorized access to the Services, as well as fraudulent destruction, loss, or alteration of data. These security measures may include, but are not limited to, the use of firewalls, encryption, strict access controls, regular backups, and security protocols compliant with good industry standards.

Illicit content. You have the availability to report to Subgen AI any User Data that (a) incites hate, violence, or discrimination against individuals based on their origin, ethnicity, religion, gender, sexual orientation, etc. (b) glorifies sexual harassment, (c) violates human dignity (e.g., human trafficking or pimping), (d) glorifies crimes against humanity or denying their existence, (e) incites terrorism, (f) glorifies very serious crimes against individuals (e.g., murder or sexual assault) (g) glorifies crimes involving theft, extortion, or material damage posing a danger to individuals (h) are of a pedophilic nature (i) are dangerous for minors. You can report such content by using the report feature on the Services and/or by sending an email at [email protected]. You grant Us the right to access the reported content to improve Our Services (e.g. to help Us make sure that the Model does not generate illicit content). This right is granted worldwide and for the duration of the intellectual property rights under applicable law. You must delete such content using the applicable feature on the Services.

10. Intellectual Property​

10.1. License to use the Services​

Right to use the Services. Subgen AI grants You a worldwide, revocable, non-exclusive, non-sublicensable, non-transferable right to use the Services for the term of this Agreement, in compliance with this Agreement and the applicable law. For clarity, this right to use the Services is subject to the restrictions set out in the Additional Terms.

10.2. Intellectual property​

Your Intellectual Property. You remain the sole owner of all right, title and interest, including all intellectual property rights in and to Your User Data.

Subgen AI ’s Intellectual Property. Subgen AI remains the sole owner of all right, title and interest, including all intellectual property rights in and to Subgen AI’s Intellectual Property, including but not limited to the Model(s), the Documentation and the Services. No rights are granted to You, except as expressly set forth in this Agreement. All rights and licenses granted under this Agreement shall terminate when the applicable Agreement and/or the applicable Additional Terms terminates. The Services are made available on a limited access basis, and no ownership right is conveyed to the Customer, irrespective of the use of terms such as “purchase” or “Subscription”. Any representation or reproduction, in whole or in part, of the Services, by any process whatsoever, without Subgen AI’s prior express authorization, is strictly prohibited and will constitute an infringement punishable by the provisions of the applicable law.

11. Warranties and indemnification​

11.1. Subgen AI warranties​

Services provided “as is”. The Services are provided to You “as is”. To the extent permitted by applicable law, Subgen AI makes no representations or warranties regarding the accuracy, reliability, or completeness of the Services or their suitability for Your specific requirements or use-case. Without limiting Subgen AI’s express obligations under this Agreement, Subgen AI does not warrant that Your use of the Services will increase Your revenues, be error-free, uninterrupted or that Subgen AI will review Your User Data for accuracy. You acknowledge and agree that any use of the Services is at Your own risk, and Subgen AI shall not be liable for any Losses arising from Your misuse, unauthorized or unlawful to use the Services, or from the non- suitability of the Services to Your specific requirements or use-case, including but not limited to direct, indirect, incidental, consequential, or punitive damages.

Subgen AI Warranties. Subgen AI warrants that:

  • The Services comply with the Applicable Data Protection Law, and
  • Subgen AI has the rights to all the intellectual property made accessible to You in the context of this Agreement.

11.2. The Customer’s warranties​

You represent and warrant that:

  • You have the authority to enter into this Agreement,
  • You will use the Services in accordance with the applicable laws and regulations and this Agreement and that the Customer will not use the Services to commit illegal acts, including in particular to harm third parties, and
  • You have obtained all necessary rights, including but not limited to, copyrights, patents, trademarks, and trade secrets, or have been granted the appropriate licenses, permissions, and consents to use and provide the Input for the purpose of using Our Services and to give us the license set forth in the Additional Terms.

11.3. Indemnification​

Indemnification by Subgen AI. Subgen AI shall indemnify, defend, and hold the Customer harmless against any liabilities, damages and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim alleging that the Services infringe any third party intellectual property right.

Exceptions. Subgen AI’s indemnification obligations in this Section 11.3 (Indemnification) do not apply to the extent the claim arises from or relates to:

  • The combination of Our Services with Customer or third-party software, hardware or any other equipment, software or application not provided by Subgen AI, including but not limited to Customer Offerings ;
  • The modification of Our Services by You or any party other than Subgen AI, including but not limited to any fine-tuning or customization of Our Models by You or any third-party;
  • Your use of Our Services or User Data in a manner that You knew, or reasonably should have known, was likely to violate third-party rights or applicable laws;
  • Your modification of the Output;
  • Your Input or non-Output User Data ;
  • Your breach of this Agreement or the applicable laws or regulations.

Indemnification by the Customer. The Customer agrees to indemnify, defend, and hold Subgen AI and its affiliates and licensors harmless against any liabilities, damages, and costs (including reasonable attorneys’ fees) payable to a third party arising out of a third party claim related to (a) the use of the Services in violation of this Agreement, (b) the Customer Offerings (if any), or (c) the User Data.

Indemnification Procedure. The indemnification obligations this Section 11.3 (Indemnification) of these Terms of Use are subject to the indemnifying Party (a) receiving a prompt written notice of such claim ; (b) being granted the exclusive right to control and direct (including the authority to elect legal counsel) the investigation, defense or settlement strategy of such claim and (c) benefitting from all reasonable necessary cooperation and assistance, including access to the relevant information, by the indemnified Party at the indemnifying Party’s expense. In any case, Subgen AI shall consult You before entering into any settlement or compromise of any claim, and shall take into account all reasonable comments from You. To the extent permitted by applicable law, the liability cap set out in Section 12 (Liability) of these Terms of Use shall apply to the indemnification obligations under this Section 11.3 (Indemnification).

Remedies. The remedies in this section are the sole and exclusive remedies for any third-party claim that the Services, the Customer Offerings or the User Data infringe intellectual property rights.

12. Liability​

12.1. Disclaimer​

Disclaimer. To the extent permitted by applicable law, neither Subgen AI nor Our shareholders, employees, affiliates, licensors, agents, suppliers, and service providers will be liable:

  • In case of a Force Majeure Event (as defined in Section 14 of these Terms of Use),
  • In case of temporary unavailability of the Services (a) for maintenance purposes, including but not limited to, to fix anomalies, bugs or errors, to launch new or improved features or Services, or to address immediate security concerns, or (b) in case We suspended Your Account,
  • In relation to third-party content or websites linked or referred to on the Platform,
  • For any cause not attributable to Subgen AI,
  • For Your use of Your User Data,
  • When You share Your Conversations with third-parties,
  • For your breach of this Agreement,
  • For the performance of the Model and/or any modified, customized or fine-tuned version of the Model in case You or any third-party customized, fine-tuned or otherwise modified the Model,
  • In case Your Output is similar or identical to another User’s Outputs,
  • For any loss of profits, income, revenue, business opportunities, loss or corruption of data or information,
  • For any failure to realize expected revenues or savings, loss or damage to goodwill, pure economic loss or other economic or pecuniary loss (regardless of whether any of these type of loss or damage are direct, indirect, special or consequential), or
  • For any indirect, special, incidental, punitive, exemplary, incidental or consequential damages of any kind, even if informed of the possibility of such damages in advance.

12.2. Limitation of liability​

Liability Cap for Free Services. To the extent permitted by law and subject to the applicable Additional Terms, in no event will Subgen AI or Our shareholders, employees, affiliates, licensors, agents, suppliers and service providers’ total aggregate liability in connection with or under the Free Services, or Your use of or inability to use the Free services, exceed 100 euros.

Liability Cap for Paid Services. To the extent permitted by law, the total aggregate liability of Subgen AI and Our shareholders, employees, affiliates, licensors, agents, suppliers and service providers’ in respect of any Losses incurred by the Customer under or in relation to this Agreement will not exceed, in the aggregate, the greater of (i) the amount of the Fees paid or payable by the Customer in the twelve (12) calendar months preceding the date on which the first such event or events occurred or (ii) 10.000 euros.

Multiple claims. The existence of one or more claims under this Agreement will not increase the above mentioned liability caps. You agree that any Losses or claim You may have under this Agreement can only be recovered once and any such claim will exhaust all and any other claims that might otherwise arise against Subgen AI and Our shareholders, employees, affiliates, licensors, agents, suppliers and service providers in relation to which the Customer has been compensated or otherwise reimbursed.

Legal action. You agree that the limitations specified in this section apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise.

13. Term, suspension and termination​

13.1. Duration​

Term. This Agreement will commence on the Effective Date and continue until terminated by either Party.

13.2. Suspension of Your Account​

Suspension. We reserve the right to suspend Your Account and/or Your access to all or part of the Services in case of:

  • Your breach of this Agreement,
  • Late payment or non-payment of the applicable fees (if any),
  • Immediate security concerns.

Notification. We will notify You of the suspension and the reasons for such suspension seven (7) days prior to the suspension taking effect, except in the event of a serious breach by You of this Agreement or an immediate security concern, in which case the suspension will take effect with shorter notice.

Effects of the suspension. During the suspension, all rights and permissions granted to You under this Agreement will be suspended and You will not be able to access or use Our Services.

Remediation. You shall have a period of thirty (30) days to remedy the breach notified by Subgen AI and to notify Subgen AI accordingly. Failing that, Subgen AI reserves the right to terminate this Agreement for cause immediately, without further notice. Termination will be effective at the end of this thirty (30) days period.

13.3. Termination​

Termination for convenience. You may terminate this Agreement at any time by sending an email to [email protected].

  • If You subscribed to Free Services: termination shall become effective immediately.
  • If You subscribed to Paid Services: termination shall become effective at the end of the then-current Billing Cycle. Upon any such termination (i) You will not be entitled to a refund of any pre-paid Fees and (ii) if You have not already paid all applicable Fees for the then-current Billing Cycle, any such Fees that are outstanding will become immediately due and payable.

Termination for cause. Either Party may terminate this Agreement if the other Party fails to cure a material breach of this Agreement and/or any relevant Purchase Order within thirty (30) days after notice of such breach, provided that such breach is remediable. For illustrative purposes, any of the following breaches by either Party shall be considered a material breach of this Agreement (a) any unauthorized use of the Services and/or, (b) failure to pay any amounts due under this Agreement.

Effects of termination. Upon termination or expiration of this Agreement:

  • You will no longer have access to the Services;
  • You must pay any outstanding Fees to Subgen AI within thirty (30) days of the issuance invoice;
  • You are not entitled to a refund of any pre-paid Fees.

Termination or expiry of this Agreement will not automatically result in the deletion of Your Account or the Authorized Users’ Accounts. Subject to having paid any outstanding amounts to Subgen AI, You may delete Your Account after the termination of this Agreement, by using the applicable feature on the Services.

Survival. All payment obligations incurred during the term of this Agreement and the following Sections shall survive the expiration or termination of these Terms of Use, each for the duration necessary to achieve its own intended purpose (e.g. the liability provision will survive until the end of the applicable limitation period): Section 7 (Fees, billing and payment), Section 10 (Intellectual Property), Section 11 (Warranties and Indemnification), Section 12 (Liability), Section 13 (Term, Suspension and Termination), Section 18 (General Provisions) and Section 18 (Dispute resolution and applicable law).

14. Personal Data​

Definitions. For the purpose of this Section, the terms “Data Controller”, “Data Processor”, and “Personal Data” shall have the meaning given to them in the Applicable Data Protection Laws.

14.1. Subgen AI Data Controller​

Privacy Policy. Subgen AI processes Your Personal Data as Data Controller for the purposes of (a) providing the Services, (b) commercially managing this Agreement, (c) billing and (d) marketing operations. If You want to know more about the way We process Your Personal Data and how you can exercise Your rights, please refer to our Privacy Policy. For clarity, the Privacy Policy shall not apply to the processing of Personal Data carried out by Subgen AI on behalf of the Commercial Customer.

14.2. Subgen AI Data Processor​

Data Processing Agreement. Subgen AI may process Personal Data on behalf of the Professional Customer, as Data Processor. In such the latter case, the Subgen Data Processing Agreement shall apply between the Parties.

15. Provisions that only apply to Consumers​

Scope. This section only applies to Consumers. In case of any discrepancies between the rest of this Agreement and this Section, this Section will prevail. For the avoidance of doubt, in this Section “You” shall only refer to Consumers.

15.1. Right of withdrawal (“Droit de rétractation”)​

Waiver. By accepting these Terms of Use and utilizing the Paid Services:

  • You acknowledge that the Paid Services will be provided before the expiration of the withdrawal period of fourteen (14) days from Your acceptance of this Agreement, and
  • You expressly waive Your right of withdrawal (droit de rétractation).

We will send You a confirmation of Your waiver of its right of withdrawal along with the confirmation of Your Subscription under Section 4.3. (Subscription to the Services) of these Terms of Use.

Warranty. Along with any commercial warranty provided to You under this Agreement, You also benefit from the legal warranty of compliance in the conditions set forth in Exhibit 1 of these Terms of Use.

15.3 Upgrades​

Upgrades. For the purpose of this Section, “Upgrades” shall mean any update or upgrade to the Services.

Upgrades necessary to maintain the compliance of the Services. We will inform You of any Upgrades necessary to maintain the compliance of the Services during the Term. We will notify You of the availability of Upgrades and the consequences of their non-installation for You. We shall not be held liable for any non-compliance related issues when You fail to install, within a reasonable timeframe, the necessary Upgrades to maintain the Services’ compliance.

Upgrades not necessary to maintain the compliance of the Services. We may propose Upgrades that are not necessary to maintain the compliance of the Services. In such cases, We will inform You in advance and through a durable medium about the planned Upgrades and their implementation date. You may refuse the aforementioned upgrade. In this event, You have the right to terminate this Agreement without charges (unless the Upgrade has minor implications for the Consumer or if, without this Upgrade, the Services remain compliant).

16. Changes to these Terms of Use​

Non-substantial modifications. We reserve the right to modify this Agreement at any time.

Substantial modification. In the event of any substantial modifications to this Agreement and subject to this substantial modification adversely impacting You, we will notify You of such modifications no later than thirty (30) days prior to the effective date of such modifications at the email address You provided upon registration. If You do not agree with such substantial modifications, You may terminate this Service Agreement in compliance with Section 14 (Term, Suspension and Termination) of these Terms of Use.

17. General provisions​

Non waiver. The fact that either of the Parties does not claim application of any clause whatever of this Agreement or condones its non-performance, shall not be construed as a waiver by that Party to the rights stemming for it from said clause. A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

Severance. If a court or any other competent authority finds any provision of this Agreement (or part of any provision) to be invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

No-partnership. Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership or joint venture of any kind between any of the Parties, nor constitute any Party the agent of another Party for any purpose. No Party shall have authority to act as agent for, or to bind, the other party in any way. Neither the User nor Subgen AI will suggest or claim any sponsorship, endorsement or affiliation with the other party, unless such a relationship is governed by a separate agreement.

Entire Agreement. This Agreement is the entire agreement between the Parties relating to the Services, and any other subject matter covered by this Agreement and supersedes all prior or contemporaneous oral or written communications, proposals and representations between the Parties, with respect to the Services or any other subject matter covered by the Agreement.

Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under these Terms if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license by a government agency (the “Force Majeure Event”).

18. Dispute resolution and applicable law​

18.1. Applicable Law​

Applicable Law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of France.

18.2. Dispute resolution​

18.2.1. Amicable resolution​

General principle. In the event of any controversy or claim arising out of or relating to this Agreement, the Parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both Parties.

You are a Consumer. Where the User is located within the European Union, the User may contact the european platform for the online settlement of disputes accessible at the following address: https://ec.europa.eu/consumers/odr/main/index.cfm?e

You agree that the mediation process is not mandatory and that Either Party may withdraw from such mediation process at any time.

  • Where the User is not located within the European Union, the User may contact Subgen AI directly at [email protected].

You are a Commercial Customer. If the Parties do not reach settlement within a period of sixty (60) days, either Party may escalate the controversy or to the senior executives or both Parties (the “Executives”). The Executives shall then promptly engage in discussions and negotiations to seek a mutually agreeable resolution in the best interest of both Parties.

18.2.2. Competent jurisdiction​

General Principle. If the Parties do not reach an amicable settlement, each Party may pursue relief as may be available under this Agreement. All negotiations pursuant to this section will be considered confidential information and shall not be shared with any third parties without the disclosing Party’s prior written consent even after the termination and/or expiration of this Agreement.

Where the User is located in UK, the Parties agree that the courts of London, United Kingdom shall have exclusive jurisdiction over any disputes arising out of or in connection with this Agreement or its subject matter or formation.

Where the User is not located in UK, all disputes arising out of or in connection with this Agreement or its subject matter or formation shall be finally settled under the rules of arbitration of the international chamber of commerce (the “ICC”) by one arbitrator appointed in accordance with the said rules. The arbitration proceedings shall take place exclusively at the ICC headquarters in London, United Kingdom. The appointed arbitrator shall adjudicate the dispute in accordance with the applicable law.