ModeShoot Terms of Service

These Terms of Service (“Terms”) govern your access to and use of the ModeShoot website, applications, APIs (if offered), and services (collectively, the “Service”), operated by Nova Innovation Labs LLC (“ModeShoot,” “we,” “us,” or “our”).

By accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.

1. Definitions

• “Customer” means the business entity or individual using the Service.
• “User Content” means images, prompts, text, or other materials uploaded or provided to the Service.
• “Outputs” means images or other results generated by the Service in response to User Content or prompts.
• “Documentation” means any user guides or help content we provide for the Service.
• “Order Form” means any ordering document, SOW, or subscription order that references these Terms.
• “SLA” means any service level agreement signed by ModeShoot and Customer.
• “DPA” means any data processing addendum signed by ModeShoot and Customer.

2. Eligibility and Authority

You must be at least 18 years old and capable of forming a binding contract to use the Service. If you use the Service on behalf of an entity, you represent and warrant you have authority to bind that entity.

3. Order of Precedence (Enterprise Customers)

If you have an Order Form, DPA, or SLA with ModeShoot, then in the event of conflict, the documents apply in the following order:

1. Order Form (including any SOW),
2. SLA (if applicable),
3. DPA (for privacy and data protection terms),
4. These Terms,
5. Privacy Policy (for end-user disclosures and general practices, except where overridden by a signed DPA).

Enterprise terms such as security requirements, audit support, and service levels may be provided only by written agreement.

4. Description of the Service

ModeShoot provides AI-powered tools that generate product and lifestyle imagery for e-commerce and related commercial uses based on User Content and prompts. Outputs may rely on third-party AI infrastructure and may not always be accurate, complete, unique, or error-free.

The Service is intended for commercial and business use and is not designed for consumer-critical, safety-critical, medical, legal, financial, or other high-risk uses.

5. Accounts and Access

To access certain features, you may be required to create an account. You agree to:

• Provide accurate and complete information,
• Maintain the security of your credentials and MFA where available,
• Promptly notify us of suspected unauthorized access,
• Be responsible for activity under your account and for your Users’ compliance with these Terms.

We may suspend, throttle, restrict, or terminate access to protect the Service, comply with law, enforce these Terms, or address security, operational, legal, financial, or reputational risk.

6. Shared Security Responsibility

ModeShoot implements technical and organizational measures designed to protect the Service. Customer is responsible for:

• Maintaining secure passwords, access controls, and user provisioning practices,
• Ensuring User Content is lawful and appropriate,
• Configuring and using the Service in a secure manner (including API keys if applicable),
• Reviewing Outputs before use in commerce or public distribution.

7. User Content, Outputs, and Rights

7.1 Ownership of User Content

You retain ownership of User Content. You represent and warrant that:

• You own or have all necessary rights to provide User Content,
• User Content does not infringe or violate third-party rights (including IP, privacy, publicity),
• User Content complies with applicable laws and these Terms.

7.2 License to ModeShoot

You grant ModeShoot a worldwide, non-exclusive, royalty-free license to host, store, process, transform, and transmit User Content and Outputs solely to:

• Provide and operate the Service,
• Generate Outputs you request,
• Secure, maintain, and support the Service,
• Improve reliability, safety, and performance (including debugging and abuse prevention).

This license ends when your User Content is deleted from the Service, except where retention is required by law or needed for security, backup, fraud-prevention, abuse-prevention, dispute resolution, or enforcement.

7.3 Rights to Outputs

Subject to your compliance with these Terms and payment of applicable fees, you may use Outputs for commercial purposes. You acknowledge and agree that:

• Outputs may not be unique and may be similar to outputs generated for other users,
• ModeShoot does not guarantee non-infringement, uniqueness, or suitability for a particular purpose,
• You are solely responsible for reviewing Outputs before any commercial, advertising, or public use.

7.4 Likeness, Publicity, and Deepfakes

You may not generate or distribute misleading likenesses of real individuals without authorization, or create deepfakes intended to deceive. You are responsible for obtaining any required releases (model releases, property releases, trademarks) for your use.

8. AI Data Use and Training (Alignment with Privacy Policy & DPA)

ModeShoot processes User Content to generate Outputs and provide the Service.ModeShoot does not use customer User Content to train foundation AI models unless explicitly disclosed and agreed in writing (e.g., in an Order Form, feature-specific opt-in, or a DPA addendum).

ModeShoot may use aggregated or de-identified data for analytics, reliability, and product improvement. Where required by law or contract, ModeShoot will provide additional details in a DPA.

9. Acceptable Use

You agree not to use the Service to:

• Upload content you do not have rights to use,
• Generate illegal, deceptive, defamatory, infringing, or otherwise unlawful content,
• Produce sexually explicit, pornographic, fetish, or otherwise NSFW imagery,
• Create or depict minors in any sexualized or exploitative context,
• Create hateful, harassing, or violent imagery,
• Violate privacy, publicity, or intellectual property rights,
• Reverse engineer, scrape, probe, benchmark for publication, or misuse the Service or Outputs at scale,
• Interfere with security, safeguards, rate limits, or availability,
• Upload malware or attempt unauthorized access.

We may remove content, block Outputs, impose rate limits, investigate suspected abuse, or suspend/terminate accounts that violate this section or pose legal, financial, safety, or reputational risk.

10. Third-Party Services and Providers

The Service may rely on third-party infrastructure (e.g., cloud hosting/storage, analytics, payment processors, and AI providers). We are not responsible for third-party outages, errors, or policies, but we will use commercially reasonable efforts to keep the Service operational.

11. Fees, Billing, Subscriptions, Trials, and Credits

Some features require payment. By purchasing a subscription or credits, you agree that:

• Fees are billed in advance unless stated otherwise,
• Subscriptions auto-renew until canceled,
• Cancellation generally takes effect at the end of the current billing period,
• Payments are processed by third-party providers (e.g., Stripe),
• Credits, promotional balances, or trials may expire or be non-refundable except where required by law,
• Taxes may apply and will be charged where required.

11.1 Usage Limits, Rate Limits, and Overage

Plans may include usage limits (e.g., number of generations, storage, seats, or API calls). We may enforce technical rate limits to protect reliability and prevent abuse. If your plan supports overage, additional usage may be billed as described in your Order Form or plan details. Otherwise, usage beyond plan limits may be throttled or require an upgrade.

12. Refunds

Except where required by law or explicitly stated in an Order Form, payments are non-refundable once image generation or credit usage has begun.

13. Availability, Service Levels, and Beta Features

13.1 No SLA Unless Expressly Agreed

Unless ModeShoot has expressly agreed to an SLA in a signed written agreement, the Service is provided without any guaranteed uptime, availability, or service levels.

13.2 Beta / Preview / Experimental Features

Some features may be labeled beta, preview, or experimental and may change, be interrupted, or be discontinued at any time. Beta features are provided without warranties or service-level guarantees.

14. Intellectual Property

The Service (including software, models, design, branding, trademarks, and related IP) is owned by Nova Innovation Labs LLC and/or its licensors. Subject to these Terms, we grant you a limited, non-transferable, non-exclusive license to use the Service for your internal business purposes.

You may not:

• Copy, modify, or create derivative works of the Service,
• Use ModeShoot trademarks without permission,
• Reverse engineer or attempt to extract source code, datasets, prompts, weights, or models, except to the extent prohibited by law.

15. DMCA and Copyright Takedown

ModeShoot respects intellectual property rights. If you believe content available through the Service infringes your copyright, you may submit a takedown request including:

• Identification of the copyrighted work,
• Identification/location of allegedly infringing material,
• Your contact information,
• A good-faith statement the use is unauthorized,
• A statement under penalty of perjury that the information is accurate and you are authorized to act.

We may remove or disable access to material and terminate repeat infringers. Counter-notices may be submitted where permitted by law. Send notices to: support@modeshoot.com.

16. Data Retention, Deletion, and Export

We retain User Content and Outputs as described in our Privacy Policy and, where applicable, a signed DPA. You may request deletion of your account or content by contacting support@modeshoot.com.

Export window: Upon termination or account closure (except for termination due to abuse or legal risk), we will provide a commercially reasonable window (typically 14–30 days) for you to export available User Content and Outputs, unless otherwise specified in an Order Form or required by law.

Certain information may remain in backups, logs, or records where required for legal compliance, security, fraud prevention, dispute resolution, or enforcement.

17. Feedback

If you provide feedback or suggestions, you grant ModeShoot a perpetual, irrevocable, royalty-free right to use and incorporate the feedback without restriction or compensation.

18. Export Controls and Sanctions

You may not use the Service in violation of U.S. export laws or applicable sanctions regulations. You represent you are not located in, or acting on behalf of, a restricted or sanctioned jurisdiction or person.

19. Confidentiality (Enterprise Alignment)

If you and ModeShoot have executed a separate confidentiality agreement (NDA) or enterprise agreement containing confidentiality obligations, those obligations will govern confidentiality and security disclosures. Otherwise, you agree not to use the Service to upload confidential information you are not authorized to disclose.

20. Disclaimers

• Outputs may contain inaccuracies, distortions, or artifacts.
• Outputs may resemble existing people, brands, or products.
• Outputs may change over time as models evolve.
• Outputs and the Service are provided “as is” without warranties of accuracy, reliability, or fitness for a particular purpose.

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODESHOOT DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT GUARANTEE UNINTERRUPTED OR ERROR-FREE OPERATION.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MODESHOOT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOSS OF PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO MODESHOOT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM OR (B) $100 USD.

21.1 Enterprise Carve-Outs (If Contracted)

If you have a signed enterprise agreement with ModeShoot, that agreement may provide different liability caps and carve-outs (e.g., for confidentiality, data protection, or IP indemnities). In that case, the enterprise agreement controls.

22. Indemnification

22.1 By Customer

You agree to defend, indemnify, and hold harmless ModeShoot and Nova Innovation Labs LLC from claims arising from:

• Your User Content,
• Your misuse of the Service or Outputs,
• Your violation of these Terms or applicable law.

22.2 Vendor Indemnity (Enterprise Only; If Contracted)

Enterprise customers may request limited vendor indemnities (e.g., third-party IP claims related to the Service) through a signed enterprise agreement. Unless expressly agreed in writing, ModeShoot does not provide vendor indemnities.

23. Dispute Resolution and Arbitration

To the fullest extent permitted by law, disputes arising from these Terms or the Service shall be resolved through binding individual arbitration and not in court or class proceedings. You waive any right to participate in a class action lawsuit or class-wide arbitration.

Arbitration procedures, governing rules, and location shall be determined consistent with applicable U.S. law and the State of California, unless otherwise required by law or a signed enterprise agreement.

24. Force Majeure

ModeShoot is not liable for delays or failures caused by events beyond our reasonable control, including outages, natural disasters, provider failures, labor disputes, or governmental actions.

25. Assignment

We may assign or transfer these Terms without restriction, including in connection with a merger, acquisition, financing, or sale of assets. You may not assign your rights without our prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets (where permitted by an Order Form).

26. Publicity (Optional for Enterprise)

Unless prohibited in an Order Form, ModeShoot may identify Customer as a customer in marketing materials (e.g., name and logo). Customer may opt out by written notice to support@modeshoot.com.

27. Notices; Electronic Communications

By using the Service, you consent to receive communications electronically, including via email and in-app notices. Legal notices to ModeShoot must be sent to support@modeshoot.com (or any updated address we provide). You are responsible for keeping your email address current.

28. Changes to the Service and Terms

We may update the Service and these Terms from time to time. If we make material changes, we will provide reasonable notice (e.g., by posting updated Terms and updating the “Last Updated” date, and/or by email where appropriate). Continued use of the Service after changes constitutes acceptance of the updated Terms.

29. Governing Law

These Terms are governed by the laws of the State of California, United States, without regard to conflict-of-law principles.

30. Severability; Survival; Entire Agreement

If any provision is found unenforceable, the remaining provisions remain in full force. Provisions that by their nature should survive (including IP, fees, disclaimers, limitation of liability, indemnification, dispute resolution, and termination) will survive termination. These Terms constitute the entire agreement regarding the Service, except for any Order Form, SLA, DPA, or NDA.

By using ModeShoot, you acknowledge that you have read, understood, and agreed to these Terms of Service.