Terms of Service

Last updated: 1 November 2025

Welcome to Seela AI! These Terms of Service (the "Terms") are a legally binding agreement between Seela AI, Inc. ("Seela", "we", "us" or "our") and you ("Customer", "you" or "your"). Any reference in these Terms to "you" or "Customer" means you, the end user who accesses or uses the Services (as defined below) in an individual capacity; if you are an authorised representative of an Entity (as defined below), "you" or "Customer" refers to that Entity. "Party" means Seela or Customer (as applicable); "Parties" means Seela and Customer collectively.

By accessing or using the Services, you represent and warrant that you are at least 18 years of age, or the age of majority in your place of residence or the jurisdiction in which you reside. If an end user is under 18, you, as the parent or legal guardian, consent to the end user's use of the Services and agree to be responsible to the same extent as the end user.

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGALLY BINDING CONTRACT BETWEEN THE PARTIES. THESE TERMS CONTAIN CERTAIN DISCLAIMERS, LIMITATIONS OF LIABILITY, AND DISPUTE-RESOLUTION PROVISIONS — DISPUTES WILL BE RESOLVED EXCLUSIVELY BY INDIVIDUAL ARBITRATION, AND YOU WAIVE THE ABILITY TO BRING AN ACTION IN COURT, WHETHER INDIVIDUALLY OR AS PART OF A CLASS ACTION.

In addition to these Terms, please review our Privacy Policy, which is incorporated by reference and explains how we access and use your information.

1. Definitions

"Acceptable Use Policy" (AUP) means Seela's standard acceptable use policy, available within these Terms.

"Claim" means any claim, action, cause of action, demand, suit, arbitration, investigation, audit, notice of violation, legal proceeding, subpoena or inquiry of any kind, whether civil, criminal, administrative, regulatory or otherwise, in law or in equity.

"Additional Terms" means supplementary terms applicable to certain models or intended uses, available within these Terms.

"Authorised User" means each individual whom Customer authorises to use the Services.

"Content" means commands, code, models, text, data, articles, images, photographs, graphics, software, applications, packages, designs, features and other digital materials.

"Customer Data" means Customer Inputs and Outputs. For the avoidance of doubt, Customer Data does not include Result Data or any other information reflecting access to or use of the Services by or on behalf of Customer.

"Customer-Derived Model" means a model adapted or fine-tuned by Customer through the Services on top of a Base Model, such as a "bot" used in text-generation features or a user-published "image template".

"Community Guidelines" means Seela's standard community guidelines, available within these Terms.

"Fees" means the amounts Customer is obligated to pay for use of the Seela Services.

"Plan" means the bundle of Services purchased by Customer to obtain access to the Services for a defined period together with an allocation of Credits. Plans may include, without limitation: (a) plan name and billing cycle (monthly/annual); (b) total Credits and their permitted scope (web/specified features); (c) start date, end date and auto-renewal rules; (d) pricing and invoicing rules; and (f) other resource allocations (e.g., storage/generation counts).

"Credits" means prepaid, non-cash units used to measure and offset consumption of Service features. Credits are not currency or e-money, bear no interest, and — unless otherwise provided in these Terms or required by law — are non-transferable, non-resaleable and non-redeemable for cash. When Customer uses features, Credits are automatically deducted from the balance according to the site's Pricing/Rate Information and deduction rules (including minimum increments and rounding). If the balance is insufficient, the relevant features will be suspended until Customer upgrades or tops up the Plan.

"Foundation Model" means a model provided by a third party, whether or not pre-trained by Seela or proprietary to Seela.

"Harmful Code" means any software, hardware or other technology, device or means, including any virus, worm, malware or other malicious code, the purpose or effect of which is to (a) permit unauthorised access to, or to disrupt, disable, distort or otherwise harm or impede, any (i) computer, software, firmware, hardware, system or network; or (ii) any of the foregoing applications or functions, or the security, integrity, confidentiality or use of any data processed thereby; or (b) prevent Customer from accessing or using the Services as provided in these Terms.

"Inputs" means Content uploaded and processed through the Services.

"Intellectual Property Rights" means patents, patent applications, inventions and discoveries (whether or not patentable), copyrights and copyrightable works, moral rights, trade marks, service marks, trade names, domain-name rights, know-how and other trade-secret rights, software, databases, and rights in artificial intelligence and AI algorithms, and all other intellectual property and similar protections worldwide.

"Laws" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common-law principle, judgment, decree or other requirement of any federal, state, local or foreign government or its political subdivisions, or any arbitrator, court or tribunal of competent jurisdiction.

"Login Credentials" means any username, password, licence or security key, security token, PIN or other security codes, methods, technologies or devices used alone or in combination to authenticate an Authorised User's identity and authorise access to and use of the Services.

"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses, including reasonable legal fees, the costs of enforcing any indemnity under these Terms, and the costs of seeking coverage from any insurer.

"Model" may vary by context and can refer to source code, trained weights, architecture, or any combination thereof. In Seela, "Model" refers to a trained, packaged and published software programme that accepts Inputs and returns Outputs.

"Outputs" means Content generated by the Services based on Customer Inputs, which shall include applicable Customer-Derived Models.

"Privacy Policy" means Seela's privacy policy describing how Seela uses and protects data obtained through the Services.

"Result Data" means aggregated and anonymised data and information relating to Customer's use of the Services, including compiled statistical and performance information relevant to the provision and operation of the Services.

"Representative" means an employee, officer, director, consultant, agent or independent contractor.

"Third-Party Products" means any materials or information in any form or medium — including other software, documentation, data, content, specifications, products, equipment or services — that relate to but are not proprietary to Seela.

"Third-Party Models" means AI/ML models (including their APIs/inference endpoints) provided or hosted by a party other than Seela; when you select or are routed to such a model, your use is also subject to that third party's terms and policies.

"Third-Party Terms" means the terms and conditions applicable to Customer's use of Third-Party Products.

"Website" means, for Seela, Seela.ai and all subdomains thereof.

2. Services

2.1 Service Description

(a) Multimodal Generation Platform We provide a cloud-based, multimodal AI generation service covering text, images, video and audio. Users can access well-known products from multiple model providers within a single interface to create and process content.

(b) Model Aggregation and Selection The Services aggregate multiple third-party models and inference capabilities. Users may select available models and parameters from the published list. The list of available models is illustrative and not a guarantee; we may add, replace or deprecate models at any time for technical, compliance or commercial reasons.

(c) Typical Features by Modality (examples, not exhaustive)    i. Text: text generation and rewriting, information extraction and summarisation, LLM output comparison/benchmarking;    ii. Images: text-to-image, image-to-image/editing, image effect templates (style/material/composite) and image tools(background removal, upscaling, restoration, denoising, etc.);    iii. Audio: speech synthesis/voice conversion, speech-to-text with timeline alignment, audio cleaning and enhancement;    iv. Video: subtitles and script generation, shot breakdown and colourisation, regional replacement/masking, basic generation and enhancement.

2.2 Key Benefits

(a) New registrants receive complimentary trial Credits and can immediately try multimodal features (text, image, audio, video). During public holidays and specific marketing campaigns, Seela may grant additional time-limited Credits. Credits are deducted in real time; when exhausted you may upgrade your Plan to add value at any time.

(b) In addition to using models, we allow Users to create and publish their own customer-derived models (e.g., style-specific image templates, prompt-engineering presets). Where your publicly shared model is used by others, you may earn Credits in accordance with the rules published on the site.

2.3 Account Settings

(a) You must sign in to Seela using your email address (including Google sign-in) to use the Services.

(b) You are responsible for maintaining the confidentiality of your account and password, including limiting access to your device(s) and/or account. You are responsible for all activities that occur under your account and/or password, whether for our Services or third-party services. You must promptly notify us of any security breach or unauthorised use of your account.

(c) Without appropriate authorisation, you may not use the name of another person or Entity, any unlawful name or trade mark, or any name or mark subject to rights of any person or Entity other than you, as a username. You may not use any offensive, vulgar or obscene username; we reserve discretion to determine acceptability.

(d) Seela may suspend, terminate or otherwise refuse any Customer or Authorised User access to or use of all or any part of the Services, without liability, if: (a) Seela receives a court order, governmental request, subpoena or law-enforcement request that expressly or reasonably requires such action; or (b) Seela determines, in its sole discretion, that: (i) Customer has failed to comply with a material term of these Terms, is accessing or using the Services beyond the scope of rights granted, for an unauthorised purpose, or in a manner inconsistent with any documentation; or (ii) Customer is, has been, or is likely to be engaged in any fraudulent, misleading or unlawful activity relating to the Services. This Section 2.3 does not limit Seela's other rights or remedies at law, in equity or under these Terms.

2.4 Subscriptions

(a) The Website uses a Credits-based subscription model. Credits represent a prepaid metering unit for consumption within Seela only and do not confer any access or usage rights to upstream services. We offer three Plans: Free, Starter (paid) and Pro (paid). Pro Credits can be adjusted via an on-page slider. You may subscribe monthly or annually. Once active, subscriptions auto-renew at the end of each billing cycle unless cancelled before renewal; placing a subscription order constitutes your authorisation for auto-renewal and charge to your designated payment method.

(b) For monthly subscriptions, the applicable Credits are allocated to your account at the start of each billing cycle; for annual subscriptions, the full year's Credits are allocated once upon activation. Credits obtained under monthly or annual Plans do not expire and may be used to pay for on-site feature consumption (per the Pricing/Rate Information).

(c) You may manage or change your subscription (including upgrades, partial downgrades, disabling auto-renewal) in your Account. Changes take effect in the next billing cycle. In addition to turning off auto-renewal yourself, you may email support@seela.ai to request cancellation; we will process and respond within 3–5 business days.

(d) Discounted pricing applies only to first-time payment, specific marketing campaigns or valid promo codes; scope and duration are as posted on the site.

2.5 No Guarantee of Benefits or Fees

We strive to deliver a great user experience, but we do not commit to retaining every model (or effect template) visible on the Website at any given time, nor do we guarantee any processing rate for any model. We may modify subscription fees for any part of the Services at our discretion. Any change to subscription fees takes effect at the end of the then-current billing cycle. Seela will provide reasonable advance notice of fee changes so you may cancel before they take effect. You may also access certain experimental features. All Services are subject to our disclaimers. Your continued use of the Services after fee changes take effect constitutes your agreement to the modified fees.

2.6 Third-Party Products

We may display information about, and enable use of, Third-Party Products within the Services. Seela provides only its own front-end and orchestration capabilities to end users; we do not sublicense, rent or resell any upstream third-party service or usage right. Users may not directly or indirectly access any upstream provider's API, account or credentials. You agree to use Third-Party Products at your own risk and subject to all disclaimers in these Terms. Please review the applicable model licences referenced on Seela pages, and comply fully with the licences governing any model you select through Seela. You acknowledge that the Services depend on, interoperate with, or otherwise leverage Third-Party Products not controlled by us, and their operation may affect the use and reliability of the Services or be affected by it. You acknowledge that (i) the use and availability of the Services depend on services provided by third-party providers; and (ii) such services may not operate with 100% reliability and may impact the Services. You are responsible for complying with all Third-Party Terms. Seela is not, and will not be deemed, a party to any such Third-Party Terms, which are solely between you and the applicable third-party provider.

2.7 Availability and Support

(a) During the Service Term, Seela will use reasonable efforts to maximise availability and provide support. You acknowledge that Seela continuously introduces new features and improvements, which may require maintenance windows and may occasionally cause technical issues or downtime. Seela may make any changes it deems necessary or useful to: (a) maintain or improve (i) the quality or delivery of the Services; (ii) the competitive strength or market position of the Services; or (iii) the cost-efficiency or performance of the Services; or (b) comply with Law.

(b) You acknowledge and agree that request handling and performance are subject to upstream third-party limitations, including dynamically adjusted queuing, maximum concurrency and rate limits, which may auto-adjust to load. At peak load or when upstream resources are constrained, your requests may be queued. If a request is not processed within the upstream maximum queue time, it may time out and return an error. We provide no guarantee or compensation for incomplete requests caused by third-party limitations, queuing or timeouts.

(c) You may contact us at support@seela.ai. Where you use any third-party channels, you must comply with the applicable terms of those providers.

2.8 Acceptable and Restricted Use

(a) You shall use the Services only as authorised under these Terms, in compliance with all applicable Laws and our policies (see Community Guidelines and Acceptable Use Policy). See the disclaimers in Section 7 for limitations on Seela's support of end-user use; you are fully responsible for your use of the Services, including any content that violates Law.

(b) Any breach of these Terms by you or your Representatives shall be deemed a breach by Customer.

(c) Unless expressly permitted by these Terms, you shall not, and shall not permit any person to:    i. breach any Third-Party Terms (including licence terms) posted on or referenced by the Website;    ii. share or disclose Login Credentials to any person other than the specific Authorised User to whom they were issued;    iii. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make any part of the Services available to any person, including via the internet, time-sharing, service bureau, software-as-a-service, cloud or similar arrangements;    iv. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or access any source code of all or any part of the Services;    v. bypass or breach any security device or protection used by the Services, or access or use the Services other than through a then-valid Login Credential issued to an Authorised User;    vi. input, upload, transmit or otherwise provide to or through the Services any unlawful or harmful information or material, or any Harmful Code;    vii. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede the Services in whole or in part;    viii. remove, delete, alter or obscure any trade mark, specification, documentation, warranty or disclaimer, or any copyright, trade mark, patent or other intellectual property or proprietary rights notice from the Services or any copies thereof;    ix. access or use the Services in any manner or for any purpose that infringes, misappropriates or otherwise violates any third party's Intellectual Property Rights or other rights, or contravenes any Law; or    x. otherwise access or use the Services beyond the scope of the authorisation granted herein.

(d) With respect to Outputs, you shall not, and shall not permit any Authorised User to, access or use the Services:    i. in violation of Law or of others' rights (including Intellectual Property and data-protection rights), nor to facilitate, enable, encourage, assist, organise, incite or further any such violation;    ii. to facilitate, enable, encourage, assist, organise, incite or further:       a. violence, terrorism or hate content; discrimination against or threats to protected classes (including on the basis of sex, race, gender identity or expression, religion, etc.);       b. exploitation or harm of children, including soliciting, creating, obtaining or distributing exploitative content; or       c. encouragement of or instructions for self-harm;    iii. to facilitate human trafficking, exploitation or sexual violence;    iv. to harass, abuse, threaten, stalk or bully individuals or groups;    v. to create non-consensual nudity or unlawful pornographic content;    vi. to create or distribute extreme gore (e.g., images of bodily destruction, mutilation, torture or animal abuse);    vii. to engage in unlawful discrimination in employment, credit, housing, essential goods or services on prohibited grounds, except as permitted by Law;    viii. to create malware, malicious code or computer viruses, or to disable, overload, interfere with or damage the normal function, integrity, operation or appearance of the Website or computer systems;    ix. for any of the following purposes:       a. fully automated decision-making, including profiling, that produces legal or similarly significant effects on an individual;       b. systematic or automated scraping, mining, extraction or collection of personal data from any part of the Services' Outputs, except for data lawfully provided by an end user as Inputs and for which the end user retains rights to process;       c. developing, improving or manufacturing weapons of mass destruction or engaging in gain-of-function work with pathogens;       d. safety-critical applications or systems requiring fail-safe control or performance under industry best practices, including nuclear facilities, aircraft navigation, power grids, communications, water treatment, air-traffic control, life support, weapons systems or emergency beacons/services;    x. to deceive or mislead others, including:       a. creating or facilitating fraud or disinformation;       b. generating, promoting or disseminating defamatory content;       c. generating or distributing spam;       d. impersonating any person without consent, authority or lawful right;       e. stating or misleading others to believe the Services or Outputs are human-generated;       f. generating or facilitating fake online engagement, including fake reviews and similar activity;       g. initiating or assisting large-scale astroturfing; or       h. producing political ads, propaganda or influence operations;    xi. to fail to disclose to end users any known hazards of applicable AI systems, or to misrepresent their capabilities.

2.9 Marketing Communications

We may send you operational notices related to the Services and, with your consent, marketing communications (email/in-product/SMS, etc.). You may opt out of marketing communications at any time via the unsubscribe link, your account settings, or by contacting support@seela.ai. Transactional/service messages (e.g., billing, important updates, incident and security alerts) are not subject to opt-out. We may use third-party providers to send such communications and retain necessary delivery records for compliance and audit. Unsubscribes take 3–5 business days to take effect; propagation across channels may be subject to reasonable delay.

3. Customer Responsibilities

3.1 Customer Control

You have exclusive control and responsibility to determine who is an Authorised User, what Fees you incur, and what Customer Data you submit as Inputs. You are responsible for the legality of all Inputs and for ensuring that Authorised Users comply with these Terms and all applicable Third-Party Terms. You must review and comply with such Third-Party Terms, including the applicable model licences referenced on Seela's "Models" pages and any Additional Terms.

3.2 Login Credentials

Customer shall promptly notify Seela of any known or suspected unauthorised use of Login Credentials. If any Authorised User suspects their Login Credentials have been or are likely to be compromised (including via phishing or other cyber threats), they must immediately change their password and notify Seela. Seela will generate new, unique Login Credentials and provide them to the Authorised User following notification to support@seela.ai.

4. Fees and Payment

4.1 Fees and Billing

(a) You are only required to pay Seela's service Fees. Pricing details are available on our Website (see "Seela Pricing"). You can view your current usage and manage billing settings in your account.

(b) To access certain features and benefits, Customers must provide an acceptable payment method, including without limitation credit card, debit card or bank transfer (each a "Payment Method"), and authorise us to charge Fees for your use of the Services, as further described herein and on the Website.

(c) Credits billing model    i. You may select and purchase an appropriate subscription Plan to receive a corresponding allocation of Credits(quantities and prices as per your order and the posted Pricing/Rate Information). Consumption incurred during your use of the Services will be automatically deducted from your Credits balance according to the applicable metering rules and deduction coefficients. You can review your Credits balance, usage details and period summaries in Account → Billing; records may be subject to reasonable processing delays due to reconciliation and logging.    ii. Upon completing your subscription purchase, you expressly consent to and authorise Seela to perform auto-renewal on the selected billing cycle (monthly/annual). Seela may, under such authorisation, automatically charge your designated Payment Method on each renewal date until you disable auto-renewal or cancel your subscription before the end of the then-current billing cycle via your account or by email. You are responsible for ensuring your Payment Method details are accurate and up to date, and that sufficient funds/limits are available. Seela is not responsible for service interruptions arising from failed auto-renewal or top-ups.    iii. Credits issued under purchased Plans do not expire if unused. New Credits are granted on successful renewal. You are responsible for monitoring your Credits usage. Promotional or bonus Credits may carry separate validity periods, scope and caps as published in the campaign rules; any unused portion will automatically lapse at expiry and is excluded from refunds or settlements.    iv. If your Credits are depleted, Seela may suspend all or part of your access to the Services until additional Credits are granted (via new purchase or platform bonus), without liability.    v. Purchased Credits and subscriptions may be used only within the Seela environment to invoke and consume on-site features. You have no right to resell, sublicense or otherwise provide any third party with access to any upstream service (including its API, accounts, credentials or inference endpoints).

(d) Our billing practices may change from time to time. We will update the Website to reflect any such changes. For details on billing in relation to Models, please see the "Billing" page.

4.2 Taxes

All Fees and other amounts payable by Customer are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, excise, value-added and other taxes, duties and charges imposed by any governmental or regulatory authority on amounts payable to Seela, excluding taxes based on Seela's income.

4.3 Payment Processing

Your payments are processed by third parties (e.g., Stripe). We do not store your Payment Method information. Your use of such processing services is subject to the processor's terms (e.g., Stripe's terms).

4.4 No Set-off or Deductions

All amounts due to Seela shall be paid in full, without any set-off, counterclaim, deduction, debit or withholding for any reason whatsoever.

4.5 Cancellation and Refunds

(a) Once the current subscription billing period has commenced, you may submit a cancellation request in Account at any time; cancellation takes effect at the next renewal, and Fees for the then-current period are non-refundable. If no Credits consumption (including trials or automated workflow calls) occurs within 3–5 business days after payment, you may request a full refund by emailing support@seela.ai with your order number and account email. Upon verifying "zero usage" and compliance with these Terms, we will refund via the original payment route. Any Credits deduction or expiry of the above window renders the purchase non-refundable. Promotional/bonus Credits are excluded from refund amounts; where mandatory law requires otherwise, such law prevails.

(b) Upon receiving your complete refund request materials (including order number and account email), we will review and respond within 3–5 business days; refunds are initiated via the original payment route. Actual settlement timelines are determined by your card issuer/bank/third-party processor, and we cannot guarantee specific receipt time or assume liability for delays. To help us track progress, please retain your proof of payment and reply to support@seela.ai.

5. Intellectual Property and Ownership

5.1 Customer Data

As between Customer and Seela, Customer owns and shall continue to own all rights, title and interest in and to its applicable Customer Data, including all Intellectual Property Rights, and nothing in these Terms transfers any rights in Customer Data to any other person. Subject to the rights granted in Section 5.2 and to the extent necessary to implement the foregoing, Seela hereby grants to you all rights, title and interest in Outputs, including the right to use Outputs for commercial purposes (e.g., sale or publication), subject to any Third-Party Terms that may apply to such Outputs (as determined by the models used to generate them).

5.2 Consent to Use Customer Data

Upon your affirmative permission, you grant Seela a non-exclusive, royalty-free, non-sublicensable (except as necessary to provide the Services), worldwide licence during the Term to use, copy, store, transmit, modify, process, display and create derivative works from your Customer Data solely to the extent necessary to deliver Outputs and generate Customer-Derived Models, and provide related Services under these Terms.

Unless you opt in via account settings, Seela will not use your Customer Data or Outputs for training or improvement of models; if you opt in, the licence in this Section applies for that purpose.

5.3 Seela Services

As between Customer and Seela, Seela and its licensors own and retain all rights, title and interest in and to (i) the Services and (ii) any Result Data, including all Intellectual Property Rights.

5.4 Feedback

Upon your affirmative permission, you assign to Seela all right, title and interest in and to any Feedback (feedback, comments, ideas and suggestions for improvement) provided by you or your Representatives. Seela may incorporate, use, commercialise and distribute such Feedback in any manner, including as part of the Services, without attribution, payment or other obligation to you.

5.5 Use of Result Data

Notwithstanding anything to the contrary, Seela and its licensors may collect and analyse information relating to the provision, use and performance of the Services and related systems and technologies, including Customer Data in aggregated and anonymised form, and may (i) use such Result Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services, and (ii) use such Result Data for any lawful purpose in accordance with Seela's Privacy Policy, during and after the Term.

5.6 DMCA / Copyright Policy

(a) Seela respects copyright Law and expects you to do the same. Our policy includes removing infringing content from the Services and, where appropriate, terminating repeat infringers' access. If you believe any content on the Services infringes a copyright you own or control, you may send a DMCA-compliant takedown notice to our copyright agent at support@seela.ai.

(b) For notice requirements, see 17 U.S.C. §512(c)(3). Please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable for costs and damages.

5.7 Public Submissions ("Inspiration Gallery")

If you choose to publish your work to Seela's public inspiration area (the "Inspiration Plaza"), you:

(a) acknowledge that the Output (e.g., image/video/audio preview or thumbnail) and the generation metadata necessary for one-click reuse (collectively, "Reuse Parameters", e.g., prompts, guidance values, seeds, model/version, control settings and—if you explicitly include them—reference assets) will be visible to other users on the Plaza;

(b) grant Seela a worldwide, perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free licence to host, cache, reproduce, display, adapt, translate, and distribute your published Output and Reuse Parameters solely to operate, improve and promote the Inspiration Plaza and the Services; and

(c) grant all other users of the Services a worldwide, irrevocable, non-exclusive, royalty-free, platform-limited licence (the "Reuse Licence") to invoke your Reuse Parameters via one-click reuse within Seela to generate their own Outputs and to modify such parameters for that purpose. For clarity, the Reuse Licence is limited to use inside Seela and does not authorise downloading, commercial reselling, sublicensing or using your Reuse Parameters outside the Services.

Rights clearance and responsibility. You represent and warrant that you have obtained all necessary rights, licences and permissions to publish the Output and any Reuse Parameters, including any reference assets (e.g., images, audio, video) you deliberately include, and that such publication does not infringe any third-party rights (including copyright, trade mark, privacy or publicity). You are solely responsible for your Public Submission, and you agree that Seela is not the responsible party for any alleged infringement arising from it; your obligations under Section 9 (Indemnity) apply.

Removal and persistence. Publishing to the Plaza is opt-in and separate from private use. You may unpublish your Public Submission prospectively from public display. However, (i) reasonable backups, logs and prior shares/reuses already performed, (ii) prior licences granted to Seela and other users, and (iii) any derivative Outputs already created by others, will survive to the extent reasonably necessary to operate the Services and comply with Law. No compensation is due for Public Submissions, but you may receive credits as a reward.

Sensitive inputs. Do not include personal data, confidential information or third-party content for which you lack rights in your Reuse Parameters. Where technically feasible, Seela may redact or normalise unsafe or non-essential metadata before exposure on the Plaza.

6. Representations and Warranties

6.1 Representations and Warranties (Entity Customers)

Where Customer is an Entity, Customer represents and warrants that:

(a) it is duly organised, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation;

(b) it has full right, power and authority to enter into and perform its obligations, and to grant the rights, licences, consents and authorisations it grants or is required to grant under these Terms, including on behalf of its affiliates (as applicable); and

(c) its Representatives' use of any fee-bearing Services has been duly authorised by all necessary corporate or organisational actions.

6.2 Additional Customer Representations, Warranties and Covenants

Customer represents, warrants and covenants to Seela that:

(a) it holds all rights, licences, permissions, power and authority necessary to use and share applicable Inputs when using the Services;

(b) its Customer Data, and any use, storage or provision of Customer Data on or through the Services, does not infringe, misappropriate or violate any third party's Intellectual Property Rights, Third-Party Terms or other rights (including rights of publicity, privacy or confidentiality);

(c) its use and provision of Customer Data does not breach any agreement with a third party or contravene any Law; and

(d) it will not breach these Terms.

7. Disclaimers

Please read these disclaimers carefully to understand your responsibilities and the need for appropriate due diligence when using the Services.

General warranties. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, Seela AND ITS LICENSORS MAKE NO OTHER REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR FREEDOM FROM LATENT DEFECTS.

Service levels. Seela AND ITS LICENSORS PROVIDE NO COMMITMENT OR WARRANTY THAT THE SERVICES WILL BE RELIABLE, UNINTERRUPTED, FREE OF HARMFUL CODE, MEET YOUR EXPECTATIONS, BE ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED.

Compliance and infringement. THE PARTIES ACKNOWLEDGE THAT THE SERVICES INTEROPERATE WITH THIRD-PARTY PRODUCTS. Seela DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR THE CONTENT, PRIVACY POLICIES OR PRACTICES OF ANY THIRD-PARTY WEBSITES OR SERVICES. THIRD-PARTY PRODUCTS ARE NOT WARRANTED BY Seela IN ANY MANNER, AND MAY BE SUBJECT TO THEIR OWN LICENCES AND POLICIES. Seela DOES NOT WARRANT THAT ANY THIRD-PARTY PRODUCTS OR THIRD-PARTY MATERIALS COMPLY WITH LAW. YOU ARE RESPONSIBLE FOR ENSURING THAT OUTPUTS GENERATED THROUGH THE SERVICES DO NOT INFRINGE THIRD-PARTY RIGHTS; WHERE APPROPRIATE, YOU SHOULD CONDUCT HUMAN REVIEW, AS AI MODELS MAY PRODUCE CONTENT THAT COULD INCLUDE MATERIAL PROTECTED BY COPYRIGHT OR OTHER RIGHTS.

THE PARTIES FURTHER ACKNOWLEDGE THAT THE LEGAL LANDSCAPE APPLICABLE TO THE SERVICES IS EVOLVING ACROSS JURISDICTIONS. COMPLIANCE IN ONE JURISDICTION DOES NOT NECESSARILY MEAN COMPLIANCE IN ALL JURISDICTIONS.

Reliance. Seela DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING OR TRADE USAGE. ANY ADVICE OR INFORMATION OBTAINED FROM Seela OR ITS PERSONNEL OR CONTRACTORS, WHETHER ORAL OR WRITTEN (INCLUDING GUIDANCE PROVIDED IN DOCUMENTATION), DOES NOT CREATE ANY WARRANTY OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS.

Monitoring. Seela DOES NOT PROACTIVELY MONITOR OR REVIEW DOCUMENTS, CUSTOMER DATA OR OTHER INFORMATION INPUT INTO THE SERVICES, NOR DOES IT PROACTIVELY MONITOR OUTPUTS GENERATED BY THIRD-PARTY MODELS.

Objectionable Outputs. THE SERVICES MAY GENERATE CONTENT THAT IS INAPPROPRIATE, OFFENSIVE, ILLEGAL IN CERTAIN JURISDICTIONS, SUGGESTIVE, PORNOGRAPHIC, OBSCENE, VIOLENT, EXPLICIT, FETISH-RELATED AND/OR NOT SUITABLE FOR CHILDREN. Seela DOES NOT ENDORSE OR ENCOURAGE SUCH CONTENT, AND DOES NOT SPECIFICALLY MONITOR WHETHER ANY CONTENT IS UNACCEPTABLE. YOU ACKNOWLEDGE THAT ALL CONTENT GENERATED THROUGH YOUR USE OF THE SERVICES AND THIRD-PARTY PRODUCTS IS MANAGED BY YOU, AND THAT YOU SHOULD REMOVE, QUARANTINE AND PREVENT FURTHER DISTRIBUTION AS APPROPRIATE.

Misuse. Seela IS NOT RESPONSIBLE FOR ANY FRAUD, WILFUL MISCONDUCT OR OTHER MISUSE ARISING FROM IMPROPER USE OF YOUR ACCOUNT OR LOGIN CREDENTIALS. YOU MUST SAFEGUARD YOUR CREDENTIALS, COMPLY WITH OUR INTERNAL GUIDELINES FOR USE OF THE SERVICES, AND MONITOR YOUR PAYMENT METHOD FOR RELATED TRANSACTIONS.

Third-party-related losses. Seela SHALL HAVE NO DIRECT OR INDIRECT LIABILITY FOR ANY LOSSES OR DAMAGES ARISING FROM OR RELATING TO YOUR USE OF, OR RELIANCE ON, ANY THIRD-PARTY PRODUCTS, WEBSITES OR SERVICES (WHETHER OR NOT PROVIDED THROUGH THE WEBSITE).

Exceptions. NOTHING IN THIS SECTION AFFECTS ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Suspension and Termination

8.1 Term

These Terms take effect on the earlier of (i) the date you first create an account to use the Services, or (ii) the date on which you otherwise accept these Terms through any applicable action related to the Website, and continue for as long as you use the Services, unless terminated earlier in accordance with this Section 8.

8.2 Termination by Seela

Where permitted by Law, Seela may, in its sole discretion, immediately suspend or terminate any or all Services provided to you, without notice and without liability, if: (a) you breach any provision of these Terms; (b) Seela is required to do so by Law (for example, where providing the Services would be or becomes unlawful); or (c) providing the Services becomes commercially impracticable.

8.3 Termination by You

Subject to Section 8.5, these Terms cease to apply to you upon the earlier of termination or deletion of your Customer account; where Customer is an Entity, this refers to termination or deletion of each of its Authorised Users' accounts.

8.4 Effect of Termination

Upon any termination of the Services, your right to use the Services immediately ends. You may lose access to your account, and some or all information or files associated with or stored in your account may be deleted. Seela shall have no liability for any suspension or termination effected in accordance with these Terms.

8.5 Survival

Any provisions that by their nature should survive termination or expiry shall survive and remain in full force and effect until performed or until their nature-based expiry. This includes, without limitation, Sections 1, 5, 6, 7, 8.5, 9, 10 and 11, together with any other obligations that can reasonably be expected to apply after termination or expiry.

9. Indemnity

9.1 Indemnification

Customer shall indemnify, defend and hold harmless Seela and its officers, directors, employees, agents, successors and assigns (collectively, the "Seela Indemnitees") from and against any and all Losses arising out of or relating to any Claim resulting from Customer's use of the Services, including any Claim related to or arising from:

(a) Customer Data, including any Inputs, Outputs and processing of Customer Data by models; (b) any breach of Third-Party Terms; (c) any other materials or information provided by or on behalf of Customer (including any documents, data, specifications, software, content or technology); (d) facts alleged which, if true, would constitute a breach by Customer of any representation, warranty, covenant or obligation under these Terms; and (e) the negligence or more culpable conduct (including recklessness or wilful misconduct) of Customer, any Authorised User, or any third party acting on Customer's behalf, in connection with these Terms.

9.2 Indemnification Procedure

Customer shall promptly assume the defence of the applicable Claim and retain counsel of its own choosing at its own expense. Seela may, at its own cost, participate in and monitor the proceedings with counsel of its choice. Customer shall not settle any Claim in a manner that adversely affects the rights of any Seela Indemnitee without that party's prior written consent (not to be unreasonably withheld or delayed). If Customer fails or refuses to assume the defence, the Seela Indemnitees may (but are not obliged to) defend the Claim themselves, including entering into a settlement after providing notice to Customer, on terms determined by the Seela Indemnitees in their sole discretion. Any failure by an indemnitee to comply with this Section 9.2 does not relieve Customer of its obligations under Section 9, except to the extent Customer can demonstrate it was materially prejudiced by such failure.

9.3 Mitigation

If any part of the Services is alleged to infringe, misappropriate or otherwise violate any third party Intellectual Property Right, or if Seela believes the Services may be so alleged, or if Customer's use of the Services is enjoined or threatened with injunction, then Customer's sole remedy shall be to terminate its account and cease use of the Services.

10. Limitation of Liability

10.1 Exclusion of Damages

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Seela OR ANY OF ITS LICENSORS BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY (INCLUDING BREACH OF CONTRACT, TORT — INCLUDING NEGLIGENCE — STRICT LIABILITY OR OTHERWISE), ARISING OUT OF OR RELATING TO THESE TERMS OR THEIR SUBJECT MATTER, FOR:

(a) LOSS OF USE, BUSINESS, REVENUE, PROFITS OR VALUE; (b) DAMAGE TO, INABILITY TO USE, LOSS, INTERRUPTION OR DELAY OF THE SERVICES (SAVE FOR ISSUANCE OF ANY APPLICABLE SERVICE CREDITS, IF OFFERED); (c) LOSS, CORRUPTION, DESTRUCTION OR FAILURE TO RECOVER DATA, OR COMPROMISE OF DATA OR SYSTEM SECURITY; (d) THE COST OF SUBSTITUTE SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR ENHANCED DAMAGES, IN EACH CASE WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, WHETHER FORESEEABLE OR NOT, AND EVEN IF ANY AGREED OR OTHER REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.2 Monetary Cap

TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF Seela ARISING OUT OF OR RELATING TO THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER THEORY, SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL NET FEES PAID OR PAYABLE BY CUSTOMER TO Seela UNDER THESE TERMS IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) US $100 (OR LOCAL CURRENCY EQUIVALENT). THE FOREGOING APPLIES EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.3 Exceptions

(a) SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS DESCRITAS IN SECTION 10. WHERE SUCH LAWS APPLY TO YOU, SOME OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY, AND YOU MAY HAVE ADDITIONAL RIGHTS. (b) NOTWITHSTANDING ANYTHING TO THE CONTRARY, THESE TERMS DO NOT GIVE YOU ANY RIGHT TO SEEK RECOURSE DIRECTLY AGAINST OUR LICENSORS. UNLESS YOU ENTER INTO AN AGREEMENT DIRECTLY WITH THEM, THEY SHOULD HAVE NO DIRECT OR INDIRECT LIABILITY TO YOU.

11. General

11.1 Entire Agreement; Conflicts

These Terms, together with the Community Guidelines, Acceptable Use Policy and any applicable Additional Terms, constitute the entire agreement between the Parties regarding use of the Services and supersede all prior or contemporaneous agreements or understandings, whether written or oral, relating to the subject matter hereof.

11.2 Governing Law and Dispute Resolution

(a) Governing Law. These Terms are governed by the Laws of the State of California, excluding its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any Law requiring that contractual language be construed against the drafter shall not apply to these Terms. This clause shall be construed to the maximum extent permitted by applicable Law. (b) Forum Convenience. If you use the Services from outside the United States, you consent to the designated dispute-resolution forum and waive objections based on forum non conveniens. (c) Arbitration; Exceptions. Except for Claims relating to our Intellectual Property Rights, or where Seela seeks injunctive relief against Customer to prevent imminent harm to Seela, its users or licensors (which Seela may seek in any court of competent jurisdiction), any dispute, claim or controversy arising out of or relating to these Terms (including their breach, termination or validity) shall be resolved by binding arbitration under the Federal Arbitration Act (FAA), applicable federal arbitration law, and the rules of the American Arbitration Association. Subject to the limited review permitted under the FAA, the arbitrator's decision shall be final and binding and may be enforced like any court order or judgment. (d) Individual Arbitration; Class Action Waiver. To the fullest extent permitted by Law, any arbitration or claim under these Terms may not be consolidated with any other arbitration or claim, including those involving any other current or former users of the Services, and no class arbitration shall be permitted. Customer waives the right to bring or participate in any class action against Seela, and, where applicable, agrees to opt out of any class action against Seela. (e) Arbitrator Authority. The arbitrator shall have exclusive authority to resolve any dispute regarding the interpretation, applicability or enforceability of this arbitration agreement, including any claim that all or any part of it is invalid or voidable. (f) Severability. If any provision of this arbitration agreement is found unenforceable, that provision shall be severed, and the remainder shall be enforced. (g) Survival. This arbitration agreement and the class action waiver take effect upon your acceptance of these Terms and survive any termination or expiry of these Terms.

11.3 Changes to the Terms

Seela may modify these Terms at any time by posting the revised Terms on the Website. The revisions take effect on the first day of the month following initial posting. You are responsible for reviewing the Terms periodically. Your continued access to or use of the Services after the effective date constitutes your acceptance of the revised Terms. If you do not agree to the new Terms, you are no longer authorised to use the Services after they take effect.

11.4 Waiver; Severability; Headings

No waiver by Seela of any breach of these Terms shall be deemed a waiver of any other or subsequent breach. If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Headings are for convenience only and have no legal effect.

11.5 Notices

Customer may deliver any material notices to support@seela.ai.

11.6 Compliance with Laws; Export Controls

(a) Customer agrees to comply with all Laws applicable to its activities under these Terms and agrees not to export or re-export the Services or any other information or materials provided by us, directly or indirectly, to any country/region subject to export restrictions or requiring a licence or governmental approval, without first obtaining the necessary permissions. The Services may not be exported or re-exported to: (a) any country/region subject to U.S. embargo or designated by the U.S. Government as "state sponsors of terrorism"; or (b) any person or Entity on U.S. Government denied/restricted party lists, including the U.S. Treasury Specially Designated Nationals list and the U.S. Commerce Denied Persons/Entity lists. (b) By using the Services, CUSTOMER CONFIRMS AND WARRANT THAT YOU ARE NOT LOCATED IN SUCH A COUNTRY OR LISTED ON ANY SUCH PROHIBITED LIST. You are responsible for complying with all applicable U.S. export laws and regulations at your own expense.

11.7 Relationship of the Parties

Nothing in these Terms shall be construed to create a partnership, joint venture or agency relationship between the Parties. Neither Party has authority to bind the other or incur obligations on the other's behalf without prior written consent.

11.8 Assignment

Seela may assign these Terms and any of its rights or obligations hereunder. Customer may not assign or transfer these Terms, in whole or in part, without Seela's prior written consent.

11.9 No Third-Party Beneficiaries

These Terms are for the sole benefit of Seela and Customer, and their respective successors and permitted assigns, and do not confer any rights or remedies upon any other person.

11.10 Interpretation

For purposes of these Terms: (a) "including", "includes" and "including without limitation" shall be deemed followed by "without limitation"; (b) "or" is non-exclusive; (c) references to "herein", "hereof", "hereto", "hereunder" and similar terms mean these Terms as a whole; (d) words in the singular include the plural and vice versa; and (e) words of any gender include all genders.