End User License Agreement

2. Intellectual Property Rights

2.1 ecomVance's Intellectual Property: The Software, including its design, structure, organization, source code, object code, algorithms, interface, documentation, and all updates, enhancements, and modifications, is owned by ecomVance or its licensors and is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws.

2.2 User Content Ownership: You retain all ownership rights to content you create, upload, or generate using the Software ("User Content"), subject to the limited license you grant to ecomVance as described below.

2.3 License to User Content: By using the Software to generate, create, or upload content, you grant ecomVance a worldwide, non-exclusive, royalty-free, sublicensable license to:

• Store, process, and transmit User Content as necessary to provide and improve the Service
• Use User Content for safety and security purposes, including content moderation and abuse detection
• Create aggregated, anonymized, or de-identified data from User Content for analytics, research, and service improvement
• Retain User Content as required by law or for legal and compliance purposes

2.4 Third-Party Provider Processing: You acknowledge that User Content will be transmitted to and processed by Third-Party Providers (e.g., Fal AI) in accordance with their terms of service and privacy policies. ecomVance is not responsible for how Third-Party Providers use or process your content beyond the scope of providing the requested service.

2.5 AI-Generated Content: Ownership of AI-generated content may be subject to complex legal considerations. ecomVance makes no representations or warranties regarding the copyright status, originality, or legal rights associated with AI-generated outputs. You are solely responsible for determining whether and how you can legally use AI-generated content, including obtaining any necessary rights, licenses, or permissions.

2.6 Third-Party Materials: The Software may contain or reference third-party open-source software, libraries, or materials subject to separate license terms. These third-party licenses are incorporated by reference and govern your use of such materials. You agree to comply with all applicable third-party license terms.

3. Updates and Modifications

3.1 Automatic Updates: The Software may automatically download and install updates, upgrades, patches, bug fixes, and other modifications ("Updates") to improve performance, security, functionality, or legal compliance. You consent to these automatic Updates and acknowledge that some Updates may modify or remove features, change the user interface, or alter functionality.

3.2 No Rollback Guarantee: ecomVance is under no obligation to maintain prior versions of the Software or allow rollback to previous versions after Updates are installed. If an Update materially diminishes functionality you rely on, your sole remedy is to stop using the Software.

3.3 Breaking Changes: Updates may introduce breaking changes, deprecate features, or change APIs and integrations without advance notice or compensation. ecomVance will make reasonable efforts to communicate significant changes but is not obligated to maintain backward compatibility.

3.4 Beta Features: The Software may include experimental, beta, or pre-release features ("Beta Features"). Beta Features are provided "AS IS" without warranties or guarantees of any kind and may be changed, discontinued, or never released in final form. You use Beta Features at your own risk.

4. Data Collection and Privacy

4.1 Data Collection: The Software collects and processes various types of data as described in our Privacy Policy, including but not limited to: usage data, device information, API logs, generated content, prompts, and user interactions.

4.2 Consent to Data Processing: By using the Software, you consent to the collection, processing, storage, and transmission of your data as described in our Privacy Policy and this EULA. This includes transmission to and processing by Third-Party Providers located in various jurisdictions, including the United States.

4.3 Analytics and Telemetry: The Software may collect analytics and telemetry data, including error reports, crash logs, performance metrics, and usage statistics. This data helps us identify issues, improve the Software, and understand user behavior. You cannot opt out of essential analytics required for service operation and security.

4.4 Content Monitoring: For safety, security, and compliance purposes, your prompts, inputs, and generated content may be monitored, analyzed, and reviewed by automated systems and, in some cases, by human moderators. This monitoring is necessary to detect and prevent abuse, enforce our policies, and comply with legal obligations.

5. Warranties and Disclaimers

5.1 NO WARRANTIES: THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ECOMVANCE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR QUALITY OF ANY CONTENT OR OUTPUTS
• WARRANTIES THAT DEFECTS OR ERRORS WILL BE CORRECTED
• WARRANTIES REGARDING COMPATIBILITY WITH YOUR SYSTEMS OR OTHER SOFTWARE

5.2 Third-Party Disclaimer: ecomVance makes no representations or warranties regarding Third-Party Provider services, outputs, availability, or compliance with your requirements. Any warranties or representations made by Third-Party Providers are solely between you and those providers.

5.3 No Guarantee of Results: ecomVance does not guarantee that the Software will meet your requirements, achieve specific results, or produce outputs of any particular quality or accuracy. AI-generated content may contain errors, biases, inaccuracies, or inappropriate material. You are solely responsible for reviewing, verifying, and determining the suitability of all outputs.

5.4 Security Disclaimer: While we implement security measures to protect the Software and your data, no system is completely secure. ecomVance does not warrant that the Software will be free from viruses, malware, or other harmful components, or that unauthorized access or data breaches will never occur.

5.5 Jurisdictional Limitations: Some jurisdictions do not allow the exclusion of implied warranties. In such jurisdictions, the above disclaimers may not apply to you, and you may have additional rights. However, these disclaimers apply to the fullest extent permitted by applicable law.

6. Limitation of Liability

6.1 EXCLUSION OF DAMAGES: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ECOMVANCE, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS, REVENUE, DATA, OR USE
• LOSS OF OR DAMAGE TO REPUTATION OR GOODWILL
• BUSINESS INTERRUPTION OR LOST BUSINESS OPPORTUNITIES
• COST OF SUBSTITUTE GOODS OR SERVICES
• COMPUTER DAMAGE, SYSTEM FAILURE, OR MALFUNCTION
• DAMAGES ARISING FROM THIRD-PARTY PROVIDER FAILURES OR ERRORS
• DAMAGES ARISING FROM SECURITY BREACHES OR UNAUTHORIZED ACCESS
• DAMAGES ARISING FROM CONTENT MODERATION DECISIONS OR ACCOUNT TERMINATION

6.2 TOTAL LIABILITY CAP: ECOMVANCE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA OR YOUR USE OF THE SOFTWARE SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO ECOMVANCE IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED DOLLARS ($100).

6.3 Basis of the Bargain: You acknowledge that these liability limitations are fundamental elements of the agreement between you and ecomVance, and that ecomVance would not provide the Software without these limitations. These limitations apply even if ecomVance has been advised of the possibility of such damages and regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise.

6.4 Essential Purpose: The limitations in this Section 6 shall apply even if any limited remedy provided in this EULA fails of its essential purpose.

7. Indemnification

7.1 Your Indemnification Obligations: You agree to indemnify, defend, and hold harmless ecomVance, its affiliates, licensors, service providers, and their respective officers, directors, employees, contractors, agents, and representatives from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorneys' fees) arising out of or relating to:

• Your use or misuse of the Software
• Your violation of this EULA, our Terms of Service, or other policies
• Your violation of any law, regulation, or third-party rights
• User Content you create, upload, generate, or share through the Software
• Your negligence, willful misconduct, or fraud
• Disputes between you and other users or third parties

7.2 Defense and Settlement: ecomVance reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with ecomVance in asserting any available defenses. You may not settle any claim without ecomVance's prior written consent if the settlement imposes any obligation or liability on ecomVance.

8. Term and Termination

8.1 Term: This EULA is effective from the date you first access or use the Software and continues until terminated in accordance with this Section 8.

8.2 Termination by You: You may terminate this EULA at any time by ceasing all use of the Software and closing your account. Termination does not entitle you to any refunds of unused credits or subscription fees.

8.3 Termination by ecomVance: ecomVance may terminate or suspend this EULA and your access to the Software immediately, without notice or liability, for any reason, including but not limited to:

• Violation of this EULA, Terms of Service, or other policies
• Generation or attempted generation of prohibited content
• Fraudulent, abusive, or illegal activity
• Security concerns or risk assessment
• Non-payment of fees
• Discontinuation or material modification of the Software

8.4 Effect of Termination: Upon termination:

• Your license to use the Software immediately ceases
• You must cease all use of the Software
• ecomVance may delete or disable your account and all associated data
• All accrued payment obligations become immediately due
• Provisions that by their nature should survive termination (including ownership, disclaimers, limitations of liability, and dispute resolution) shall survive

8.5 No Refunds Upon Termination: Termination of this EULA, whether by you or ecomVance, does not entitle you to any refunds, credits, or compensation. All fees paid are final and non-refundable.

9. Export Control and Compliance

9.1 Export Restrictions: The Software and related technology may be subject to U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and sanctions programs administered by the Office of Foreign Assets Control (OFAC). You agree to comply with all applicable export laws and regulations.

9.2 Prohibited Locations: You represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or comprehensive sanctions; (b) you are not listed on any U.S. government list of prohibited or restricted parties; (c) you will not use the Software in violation of any export restrictions or sanctions.

9.3 User Compliance Obligations: You are solely responsible for complying with all laws, regulations, and requirements applicable to your use of the Software, including but not limited to data protection laws, intellectual property laws, consumer protection laws, and industry-specific regulations.

10. Governing Law and Dispute Resolution

10.1 Governing Law: This EULA shall be governed by and construed in accordance with the laws of England and Wales, without giving effect to any principles of conflicts of law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

10.2 Dispute Resolution: Any dispute, claim, or controversy arising out of or relating to this EULA or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved in accordance with the dispute resolution provisions set forth in our Terms of Service, which are incorporated by reference.

10.3 Class Action Waiver: You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration.

11. Miscellaneous Provisions

11.1 Entire Agreement: This EULA, together with our Terms of Service and Privacy Policy, constitutes the entire agreement between you and ecomVance regarding the Software and supersedes all prior agreements and understandings, whether written or oral.

11.2 Amendments: ecomVance may amend this EULA at any time by posting the revised EULA on our website or within the Software. Your continued use of the Software after changes become effective constitutes acceptance of the amended EULA.

11.3 Severability: If any provision of this EULA is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

11.4 Waiver: No waiver of any provision of this EULA shall be deemed a further or continuing waiver of such provision or any other provision. ecomVance's failure to enforce any right or provision shall not constitute a waiver of such right or provision.

11.5 Assignment: You may not assign, transfer, or delegate this EULA or any rights or obligations hereunder without ecomVance's prior written consent. ecomVance may freely assign this EULA without restriction. Any attempted assignment in violation of this provision is void.

11.6 Third-Party Beneficiaries: This EULA does not create any third-party beneficiary rights except as expressly stated herein. Third-Party Providers referenced in this EULA are not parties to this agreement and have no obligations under it.

11.7 Force Majeure: ecomVance shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages.

11.8 Notice: ecomVance may provide notices to you via email, in-app notifications, or by posting on our website. Notices are effective when sent or posted. You agree that electronic communications satisfy any legal requirement that such communications be in writing.

12. Contact Information

For questions or concerns regarding this EULA, please contact:

ecomVance Support:
Email: hello@ecomvance.ai

BEY AGENCY LTD (Parent Company):
Email: hi@bey.agency
Website: https://bey.agency/
Address: Suite 90415 Brayford Square, London, United Kingdom, E1 0SG
Company Number: 16435596