Terms of Service

Last updated: Apr 22, 2026

These Terms of Service (“Terms”) form a legally binding agreement between Sublimate AI, Inc., a Delaware corporation (“Sublimate”, “we”, “us”, and/or “our”) and the individual or entity accessing the Services (“Customer”, “you”, and/or “your”). Sublimate and Customer may be referred to hereinafter individually as a “Party” and collectively as the “Parties”.

These Terms apply to our owned and operated websites, https://sublimateai.studio and star-weaver.ai (the “Site(s)”), as well as our web applications, tools, APIs, mobile applications, model-training workflows, and related content, features, applications, and other services, including without limitation any new features and applications (collectively, the “Services”).

IMPORTANT – PLEASE READ:

THESE TERMS CONTAIN A MANDATORY AGREEMENT AND CLASS-ACTION WAIVER. PLEASE REVIEW SECTION 16 CAREFULLY, AS IT REQUIRES YOU, TO THE FULLEST EXTENT PERMITTED BY LAW, TO RESOLVE DISPUTES WITH US THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS.

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, including, Section 16. If you are unable or unwilling to be bound by these Terms, you may not use the Services.

1. DEFINITIONS

“Admin Account” means the primary administrative account established by Customer and used to configure, manage, and oversee Customer’s use of the Services.
“Affiliate” means any business entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with a party to the Agreement. For purposes of this definition, “control” means an ownership, voting, or similar interest representing fifty percent (50%) or more of the total interests then outstanding of the entity in question.
“Agency User” means a Customer or Authorized User that uses the Services on behalf of a talent agency, creative agency, production partner, marketing agency, public relations firm, or similar organization for managing rosters, Campaigns, or creative workflows. An Agency User may represent one or more Brand Users or Talent, as authorized.
“AI Input” means any data, materials, or content submitted, uploaded, or otherwise provided by a User in connection with the Services, including images, videos, audio, text, or other information used to train, refine, or generate AI models or outputs.
“AI Output” means any output generated through the Services, including synthesized images, videos media, renderings, representations, or other outputs derived from Customer Data, AI Input, or Identity Models.
“API” means application programming interface.
“Applicable Law” means all federal, state, local, and international laws, rules, regulations, and governmental orders applicable to the Services, Customer, Talent, or the processing of Customer Data, including rights-of-publicity, biometric privacy, and consumer protection laws.
“Authorized User” means any individual authorized by a Brand User, an Agency User, or Talent to access or use the Services on their behalf, including employees, contractors, subcontractors, agents, talent managers, talent agents, publicists, social-media managers, individual directors, editors, or similar individuals. Authorized User also includes individual directors, editors, or other creative professionals working independently on their own projects.
“Biometric Identifier” means any physiological, facial, voice, or motion-pattern data capable of identifying or modeling an individual’s likeness, identity, movements, or performance.
“Brand User” means a Customer or Authorized User that uses the Services to initiate, manage, or activate Campaigns, projects, or creative assets on behalf of a brand, media company, marketing or advertising agency, publisher, or similar commercial entity.
“Campaign” means an advertising, marketing, promotional, or other commercial engagement, facilitated through the Services, in which a Brand User contracts with Talent (directly or through an Agency User) to license or activate such Talent’s personal Identity Model to create Generated Assets. Each Campaign may include specific deliverables, timelines, usage rights, or compensation terms agreed through an applicable Scope Agreement.
“Campaign and Licensing Tools” has the meaning set forth in Section 3.1.
“Claim” has the meaning set forth in Section 13.1.
“Commerce and Fulfillment Tools” has the meaning set forth in Section 3.1.
“Company Policies” has the meaning set forth in Section 2.2.
“Credits” has the meaning set forth in Section 9.3.
“Customer” has the meaning set forth in the preamble.
“Customer Content” means all data, content, media, images, videos, audio, Biometric Identifiers, Model Training Data and other materials submitted, uploaded, or otherwise made available by Customer or its Authorized Users.
“Customer Data” means any data, content, or materials that a Customer or its Authorized Users submit, upload, or otherwise provide or generate in connection with the Services, including AI Inputs, Biometric Identifiers, Model Training Data, Campaign details, and any other information provided to Sublimate through account setup, model-training workflows, or the use of the Services and any information derived therefrom. Customer Data includes Customer Content.
“Default” has the meaning set forth in Section 9.8.
“Discounts” has the meaning set forth in Section 9.2.
“Documentation” means Sublimate’s published technical documentation, policies, or usage guidelines regarding the operation of use of the Services.
“Effective Date” means the date on which Customer first accesses or uses the Services.
“Excluded Claims” has the meaning set forth in Section 13.2.
“Fees” means the amounts payable for the selected Sublimate Package, together with any supplemental pricing terms set forth in an applicable Order Form.
“Generated Assets” means AI Output selected, saved, downloaded, exported, or otherwise used by a Customer or Authorized User through the Services for Campaign, creative, or commercial purposes.
“Indemnified Party” has the meaning set forth in Section 13.5.
“Indemnifying Party” has the meaning set forth in Section 13.5.
“Identity Model” means the personalized AI model created for or on behalf of a Talent using the Talent’s Biometric Identifiers and Model Training Data, including the resulting trained weights, parameters, and related model components.
“Identity-Specific Model Training and Hosting” has the meaning set forth in Section 3.1.
“Model Training Data” means any visual, audio, textual, motion-pattern, or other data provided by or on behalf of a Talent in addition to Biometric Identifiers and used for the purpose of training, refining, or updating an Identity Model.
“Multi-Subject Generation Features” has the meaning set forth in Section 3.1.
“Products” means physical items available for purchase through the Services that incorporate or are derived from Generated Assets.
“Proprietary Information” means business, technical, or financial information relating to a Party’s business that is disclosed by one Party to the other and that is marked or otherwise designated as confidential or proprietary, or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. Without limiting the generality of the foregoing, with respect to Sublimate, Proprietary Information includes any non-public information regarding features, functionality, and performance of the Services.
“Order Form” means a written or electronic agreement executed by the Parties specifying the Sublimate Package, Subscription Term, pricing, and any additional terms to be provided in connection with these Terms.
“Order Total” has the meaning set forth in Section 10.4.
“Qualified Return” has the meaning set forth in Section 10.9.
“Reinforcement Learning with Human Feedback (RLHF) Tools” has the meaning set forth in Section 3.1.
“Representatives” means an entity’s officers, directors, employees, members, owners, contractors, agents, and Affiliates.
“Scope Agreement” means a written agreement (including any digitally executed form) that defines the permitted use, duration, parameters, and parties authorized to access or activate a Talent’s Identity Model for a specific Campaign. A Scope Agreement must be fully executed before any model-generation rights are granted.
“Site(s)” has the meaning set forth in the preamble.
“Sublimate Package” means the bundle of Services selected by Customer, including the applicable scope, features, Subscription Term, and pricing, as specified in an online order accepted by Sublimate or in an Order Form executed by the Parties. A Sublimate Package may include storage, model training, RLHF tools, Campaign and Licensing Tools, and any add-on features made available by Sublimate.
“Subscription Term” means the fixed period set forth in the applicable Order Form during which Customer commits to purchase, and Sublimate commits to provide, defined Services.
“Services” has the meaning set forth in the preamble.
“Services IP” has the meaning set forth in Section 7.2.
“Talent” means an individual, including the individual’s agent(s) and legal representative(s), who initiates and authorizes the creation of an Identity Model through the Services, including athletes, entertainers, creators, influencers, or similar public figures.
“Taxes” has the meaning set forth in Section 9.5.
“Term” has the meaning set forth in Section 17.1
"Third-Party AI Generation Use" means the submission, upload, transfer, or other provision of any AI Output, Generated Asset, or other output produced through the Services as an input to any third-party artificial intelligence, machine learning, or generative AI system, model, pipeline, or service — including without limitation any image-to-video, text-to-video, video generation, or diffusion-based model or platform — that is not operated by or on behalf of Sublimate, regardless of whether such output is used in its original form, modified, combined with other content, or embedded within a larger creative or technical workflow.
“User(s)” means any individual or entity that creates an account on the Services or otherwise accesses or uses the Services, including Customers, Authorized Users, Brand Users, Agency Users, and Talent. “You” and “your” refers to you in your capacity as a User of the Services.

2. ACCEPTANCE

2.1 Binding Contract. By visiting our Sites or using or accessing our Services in any way, including by creating an account, submitting a likeness or other Biometric Identifiers, clicking a button or checking a box marked “I Agree” (or a similar phrase), or executing an Order Form that references these Terms, you accept (whether on behalf of yourself or any legal entity or individual you represent) these Terms as a binding contract.

2.2 Additional Terms and Policies. Any personal information collected by Sublimate in connection with your use of the Services will be governed by the Sublimate Privacy Notice (“Privacy Notice”). The Privacy Notice forms an integral part of these Terms. By accessing or using the Services in any manner, you confirm that you have read and understood our Privacy Notice, and you agree that Sublimate may collect and use personal information from and about you in accordance with such notice. You also agree to abide by any other community guidelines or rules of conduct we may issue or otherwise make available from time-to-time which, to the extent indicated as being mandatory in such policy, are hereby incorporated by reference and form an integral part of these Terms (collectively with the Privacy Notice, “Company Policies”).

3.DESCRIPTION OF SERVICES

3.1 Core Services. Sublimate provides an AI identity-management platform consisting of the following core functionality (to the extent available): (i) tools for ingesting Model Training Data, training a one-model-per-person Identity Model, and securely hosting, refining, and deploying that model in a controlled environment (“Identity-Specific Model Training and Hosting”); (ii) interfaces that allow Users to provide preference signals used to fine-tune and improve the originating Talent’s Identity Model (“Reinforcement Learning with Human Feedback (RLHF) Tools”); (iii) features that enable Talent, Brand Users, and Agency Users to establish Scope Agreements, set usage parameters, manage licensing rights, and monitor revenue-share or usage activity (“Campaign and Licensing Tools”); (iv) functionality that allows two or more authorized Identity Models to be combined to generate images featuring multiple approved subjects (“Multi-Subject Generation Features”); and (v) an online storefront through which Users may order Products or other physical or digital goods incorporating their Generated Assets (“Commerce and Fulfillment Tools”). Certain features may be subject to additional terms presented at the time of use.

3.2 Support. Sublimate may provide basic customer support and technical assistance for Users, primarily via email or in-Services messaging. We strive to respond promptly to support inquiries. Certain advanced Services may be available at an additional fee (as agreed when you opt-in to those Services). Except as otherwise agreed in writing or as required by law, these Terms do not entitle you to any specific level of support, and we may limit or prioritize support at our discretion.

3.3 Third-Party Services. Third-Party Services may be available through the Services, which Customer may elect to use in its sole discretion. By accessing a Third-Party Service, Customer agrees to the applicable Third-Party Service Terms. Customer’s access or use of Third-Party Services are governed by these Terms and the relevant Third-Party Service Terms.

4. ELIGIBILITY

4.1 Age Requirements. You must be of legal age in the jurisdiction in which you reside to form a binding contract with us. If you are under the age of majority where you live, you may not register for an account or otherwise use the Services without verifiable consent from a parent or legal guardian. If you are acting on behalf of a legal entity owned, directly or indirectly by a minor, you must obtain the consent of the board or an authorized officer of that legal entity to enter into these Terms and use the Services. If you are a parent, legal guardian, board, or authorized officer, and you provide your consent to the use of our Services, then you agree to be bound by these Terms with respect to all use of the Services by such minor.

4.2 Legal Authority. By using our Services, you represent and warrant that you have the authority to enter into these Terms personally and, if applicable, on behalf of any entity or individual (including any minor) on whose behalf you are acting. For the avoidance of doubt, if you are an Agency User acting on behalf of another individual or entity, then you represent and warrant that you are an authorized representative of that individual or entity and that you have obtained permission to access and use the Services on that individual or entity’s behalf. We may require you to provide additional information or documentation demonstrating your authority. You further agree to only take actions via the Services that are within the scope of authority given to you by that individual or entity. Sublimate will consider actions you take using the Services as if they were done by the Talent or Brand User you represent, and Sublimate reserves the right to enforce its rights under these Terms and seek remedies directly against either or both parties in the event of a breach or violation.

4.3 Affiliates. Customer’s Affiliates may use the Services and exercise the rights granted hereunder only if and to the extent such Affiliate is expressly authorized in an applicable Order Form. Each authorized Affiliate shall comply with the terms and conditions herein, as if it were a Party hereto. Customer understands, agrees, and covenants that with regard to each representation, warranty, and covenant Customer makes herein, it does so on behalf of itself and each Affiliate. Customer further agrees to be liable for any breach of this Agreement by its Affiliate(s).

4.4 Territory Restrictions. We offer the Services only to Customers and their Authorized Users based in the United States or its territories. If you are not based in the United States or its territories, you may not use the Services and must discontinue use of the Services immediately.

4.5 Prohibition on Competitor Access. You may not access the Services if you are a direct competitor of Sublimate, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance, or functionality, or for any other competitive purposes.

5. MODIFICATIONS

5.1 Changes to Terms. To the extent allowed by law, we reserve the right, in our sole discretion, to modify these Terms or our Company Policies at any time. You should review these Terms and our Company Policies regularly. If we make material changes, we will provide you with additional notice, such as posting a statement on our Site or sending you an email notification, if we have your email address on file. Your continued use of the Services on or after such changes have become effective constitutes acceptance of those changes, to the extent permitted by law. We will not have any liability to you for any of the foregoing actions. If you object to any such changes, your sole recourse is to stop using our Site and Services.

5.2 Changes to Service. Sublimate reserves the right to modify or discontinue the Services (or any part thereof) at any time. This may include adding new features, updating existing features, or removing features or functionality from the Services, temporarily or permanently. You agree that we will not have any liability to you for the foregoing actions. If you object to any such changes, your sole recourse is to stop using the Service. Continued use of the Services after the date any such changes take effect constitutes your agreement to such changes. To take advantage of certain updates, you may need to enter into a new Order Form and pay additional Fees. All updates will be subject to these Terms, unless otherwise stated in writing. Notwithstanding the foregoing, if you have entered into an Order Form or other written agreement with Sublimate,

5.3 Customers with an Order Form or Written Agreement. Notwithstanding the foregoing, if you have entered into an Order Form or other written agreement with us, these Terms may be modified only as expressly permitted in that agreement. In the event of a conflict, the Order Form will control. Modifications or discontinuations to the Services that materially affect the scope or functionality will require mutual written agreement, except where changes are required by applicable law or for security and compliance reasons.

6. CUSTOMER RESPONSIBILITIES AND CONDUCT REQUIREMENTS

6.1 Account Registration. As part of the registration process, you will identify a username and password for your Admin Account, and you may designate Authorized Users to access your account and perform tasks via the Services on your behalf. You are responsible for managing the permissions of any Authorized Users associated with your Admin Account, including terminating their access to your account at the end of their engagement with you. You are responsible for configuring your account settings, profile, and preferences to your needs. It is a condition of your use of the Services that the information you provide about yourself is accurate, current, and complete and that you maintain and promptly update such information to keep it accurate, current, and complete. We reserve the right, in our sole discretion, to refuse, suspend, or terminate your access to the Services upon discovery (or reasonable suspicion) that any information you have provided via the Services is not accurate, current, or complete, or otherwise violates these Terms.

6.2 Account Types and Role Selection. During registration (or in your account settings), you may be asked to identify your account as a Brand User, Agency User, or Talent (or a combination, if applicable). You must select the role that reflects how you intend to use the Services. If you register as an Agency User, you will be asked to identify the Brand User(s) or Talent you represent, and you represent and warrant that you have the authority to act on their behalf on the Services. Sublimate may request documentation to verify your stated role or authorization, including proof of business identity or written authorization from the individual or entity you purport to represent. Sublimate may refuse, suspend, deactivate, or adjust your account type if you cannot verify your eligibility.

6.3 Account Security. Except as otherwise required by applicable law, you are responsible for all activity that occurs via your account, whether or not authorized by you. Customers are liable for all actions taken by Authorized Users accessing the Services under Customer’s Admin Account. It is your responsibility to maintain the confidentiality of your account and the information in your account. You may never use another person’s account and you may not provide another person with the credentials used to access your account. You must notify us immediately of any unauthorized use (or suspicion of unauthorized use) of your account credentials or your account, or any other breach of security related to your use of the Services. We will not be responsible for any liabilities, losses, or damages arising from or related to any unauthorized use of your account, regardless of whether you have notified us of such unauthorized use. If you need to change the individual or entity that owns an account (for example, due to a company re-organization), please contact us for assistance. Do not simply share your credentials.

6.4 Acceptable Use. You may use our Services only for lawful purposes and in accordance with these Terms. We are under no obligation to enforce the Terms on your behalf against another user. We encourage you to let us know if you believe another user has violated the Terms or otherwise engaged in prohibited or illegal conduct. You agree not to, and will not assist, encourage, or enable others to use our Services as follows: (i) use the Service in any manner or for any purpose other than as expressly permitted in these Terms, an applicable Order Form, or the Documentation; (ii) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (iii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation; (iv) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (v) remove any proprietary notices from the Services or Documentation; (vi) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any Applicable Law; (vii) use the Services or Documentation for purposes of competitive analysis or to develop, train, validate, or improve (directly or indirectly) any competing product, service, or artificial intelligence or machine learning model; (viii) interfere with, degrade, or disrupt the Services; (ix) access or use the Services in a way intended to avoid incurring Fees or exceeding the usage limits or purchased number of Authorized Users in an Order Form; (x) extract, scrape, harvest, or bulk export any data, contents, AI Outputs, or other information from the Services, except as expressly permitted in these Terms or an applicable Order Form; (xi) attempt to bypass guardrails or safety features of the Services, including by attempting to elicit allowed content or to obtain underlying model prompts, weights, parameters, or other model internals; (xii) use the Services, including any AI Outputs/Generated Assets to impersonate individuals without authorization; (xiii) create, send, knowingly receive, display, transmit, upload, download, use, or reuse any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable, provided however, that creative content, entertainment programming, news content, documentary content, and fictional narratives shall not be deemed objectionable solely due to mature themes, violence, or controversial subject matter.

6.5 Third-Party AI Generation Use; Consent Requirement. Third-Party AI Generation Use of any AI Output or Generated Assets produced through the Services is prohibited by default. Third-Party AI Generation Use may only occur where: (i) the applicable Talent has provided prior written consent specifically authorizing the proposed Third-Party AI Generation Use; and (ii) Sublimate has separately provided written authorization for such use in an Order Form or other written instrument executed by Sublimate. Both consents are independently required; neither alone is sufficient to authorize Third-Party AI Generation Use. Customer shall not, and shall ensure that its Authorized Users, Agency Users, Brand Users, and any third parties acting on Customer's behalf do not, engage in or facilitate Third-Party AI Generation Use except in strict compliance with the foregoing. Where dual consent has been obtained, the applicable licensing and pricing terms — including any premium fees associated with Third-Party AI Generation Use — shall be set forth in the Order Form or a written addendum executed by the Parties, and shall reflect the specific scope, platform, term, and conditions of the authorized use. Standard Sublimate Services pricing does not govern or apply to Third-Party AI Generation Use under any circumstances. Talent may withdraw consent to future Third-Party AI Generation Use at any time by written notice to Sublimate; provided that such withdrawal does not affect any use already authorized and carried out prior to the effective date of withdrawal. Unauthorized Third-Party AI Generation Use constitutes a material breach of these Terms entitling Sublimate to immediate suspension or termination of all access rights in addition to any other remedies available at law or in equity.

7. OWNERSHIP AND LICENSES

7.1‍ ‍License Grant. Subject to your compliance with these Terms and any applicable Order Form (including timely payment of all applicable Fees), Sublimate hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term to access and use the Services (including any authorized APIs) for your internal business and personal use, solely for the following permitted purposes: (i) if you are a Brand User or Agency User, to discover and engage Talent, activate and manage Campaigns, and use Campaign and Licensing Tools as permitted under applicable Scope Agreements; (ii) if you are a Talent or Agency User, to submit Model Training Data, operate and manage an Identity Model, generate AI Outputs, participate in Campaigns, and use the Services to deliver or license Generated Assets; and (iii) if you are an API user, to develop and operate applications or integrations that interact with the Services in accordance with any API-related Documentation. All rights not expressly granted to you are reserved by Sublimate and its licensors.

7.2 Ownership of Services IP. Intellectual property rights, titles, and interests in and to all text, images, graphics, logos, button icons, photographs, video and audio files, data associated with the Site and any other portion of the Services and the selection, arrangement, structure, coordination, and “look and feel” thereof, as well as the Sublimate name and logo, (collectively “Services IP”) belong to Sublimate, its licensors, or other content suppliers. Unless otherwise expressly authorized herein or by us in writing, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, creative derivative works from, modify, sell, resell, exploit, transfer, or upload the Services IP or any portion thereof. Without limiting the foregoing, Sublimate specifically retains exclusive rights to: (i) the Services, software, pipelines, and training systems; (ii) all safety, RLHF tools, governance, authenticity, and provenance systems; (iii) all improvements, enhancements, and modifications thereto.

7.3 Ownership of Customer Content and AI Input. Customer retains all right, title, and interest in and to all Customer Content, including all AI Input, Biometric Identifiers, and Model Training Data submitted through the Services. Except for the limited license granted in Section 7.6 below, Sublimate does not acquire any rights in or to Customer Content.

7.4 Ownership of AI Output. As between the Parties, and to the extent permitted by Applicable Law, Customer owns all AI Output generated through the Services, subject to: (i) the likeness, publicity, and personality rights of any individual depicted; (ii) any usage, licensing, or other restrictions set forth in an applicable Scope Agreement or other agreed Campaign parameters; and (iii) Sublimate’s custodianship and control of the underlying Identity Model, as described in Section 7.5. Notwithstanding the foregoing, Customer's ownership rights in AI Output and Generated Assets do not include the right to engage in Third-Party AI Generation Use of such outputs. Third-Party AI Generation Use is governed exclusively by Section 6.5 and, where authorized, by the terms of a separate written agreement between the relevant Parties.

7.5 Model Custodianship; No Transfer of Model Weights. Customer acknowledges that: (i) Sublimate retains custodianship and exclusive operational control over all Identity Models; (ii) Customer’s rights extend only to accessing and using Identity Models through the Services; and (iii) model files, weights, embeddings, architectures, training artifacts, and other underlying model components are not transferred, exported, licensed, or made available to Customer or any third party under any circumstances.

7.6 License to Customer Data. You hereby grant Sublimate a worldwide, royalty-free, non-exclusive, sublicensable license to host, store, display, process, and use your Customer Data (including Customer Content) as necessary to operate, maintain, and provide the Services, including training, refining, and hosting the applicable Identity Model and supporting Campaign, licensing, rights-management, and monetization workflows. Sublimate does not use Biometric Identifiers or Model Training Data to train any model other than the Identity Model associated with the Talent. You are responsible for maintaining backup copies of your Customer Content. Sublimate does not guarantee storage, archiving, or retrieval of Customer Content beyond what is required to provide the Services.

7.7 Aggregated Statistics. Customer agrees that Sublimate may monitor Customer’s use of the Services and collect and compile Aggregated Statistics, and is free (during and after the Term hereof) to (i) use such data and other information to improve Sublimate’s products and services, and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.

7.8 Feedback License. From time to time, you may provide us with comments, suggestions, or ideas for enhancements or improvements, including new features, materials, and other content (“Feedback”). Sublimate shall have the full, unencumbered right to use, incorporate, and otherwise fully exercise and exploit any such Feedback, for any purpose, commercial or otherwise, without notice to you or acknowledgement or compensation to you.

8. SUBSCRIPTIONS

8.1 General. Access to certain portions or features of the Services requires an executed Order Form or other written agreement between Customer and Sublimate. The Order Form sets forth the applicable Sublimate Package, Subscription Term, pricing, and any additional terms specific to Customer’s use of the Services. If any term in such Order Form conflicts with these Terms with respect to its subject matter, the Order Form will control; in all other cases, these Terms will control.

8.2 Adjustments. The Services may be configured to allow Customer to purchase additional licenses, quantities, or volumes of Services. Customer is responsible for understanding the Services settings that allow additional purchases. Unless the Parties agree otherwise in writing, any mid-term increases in usage limits, features, or Sublimate Package components will be prorated to align with the then-current Subscription Term.

8.3 Renewal. Unless otherwise specified in the applicable Order Form, the Subscription Term will automatically renew for successive renewal terms equal in length to the initial Subscription Term. Either Party must provide written notice of non-renewal, or any requested reduction in scope, at least thirty (30) days before the start of the next renewal term. If Customer reduces its Sublimate Package, or Subscription Term upon renewal, Sublimate may adjust or remove any discounts previously applied.

8.4 Affiliate Usage. Customer is responsible for all acts and omissions of its Affiliates that access or use the Services under Customer’s account or in connection with these Terms. If an affiliate wishes to purchase or use the Services separately from Customer, that Affiliate must execute its own Order Form. Any such Order Form will be subject to Sublimate’s acceptance and access to the Services will be provisioned only upon successful processing of the Order Form. Upon activation, Sublimate will provision a separate account for that Affiliate. Any Affiliate that enters into an Order Form with Sublimate will be bound by these Terms.

9. FEES AND BILLING

9.1 Fees for Services. Customer shall pay the Fees applicable to the Sublimate Package and any add-on features selected by Customer, as set forth in the applicable Order Form or the then-current pricing made available by Sublimate. Certain features, tools, or usage tiers, may require additional Fees, which will be disclosed to Customer in advance through the Services or in an Order Form. Except as otherwise specified in an Order Form: (i) Fees are quoted and payable in U.S. dollars; (ii) payment obligations are non-cancellable and non-pro ratable; and (iii) Fees are non-refundable.

9.2 Discounts; Preferential Pricing. At any time, and for any reason, including in exchange for Customer entering into longer Subscription Term, Sublimate may provide discounts, promotional credits, or preferential pricing for its Services (“Discounts”). The amount and form of such Discounts, and the decision to provide them are at the sole and absolute discretion of Sublimate. The provision of Discounts in one instance does not entitle Customer to Discounts in the future for similar instances, nor does it obligate Sublimate to provide Discounts in the future under any circumstances.

9.3 Credits System. Certain features of the Services may require the use of credits (“Credits”). Customer may receive Credits as part of a Sublimate Package or may purchase additional Credits through the Services. The number of Credits included in a Subscription Term, and the pricing and expiration terms for purchased Credits, will be disclosed through the Services or in an applicable Order Form. Credits may be used only within the Services for eligible features, such as RLHF tools, generation activities, or purchasing and unlocking certain functionality. Credits are non-refundable, non-transferable, and have no cash value. Sublimate may specify whether unused Credits expire at the end of a billing cycle or Subscription Term. Customer is responsible for managing its Credit balance and usage. If Customer believes Credits were deducted in error due to a technical issue, Customer may contact Sublimate for review.

9.4 Third-Party AI Generation Use Pricing. Standard Fees and Sublimate Services pricing do not apply to Third-Party AI Generation Use. Where Third-Party AI Generation Use has been authorized in accordance with Section 6.5, the applicable fees shall be set forth in a separate Order Form or written addendum executed by the Parties. Sublimate reserves the right to set pricing for Third-Party AI Generation Use at its sole discretion, and such pricing will reflect, among other factors, the scope of use, the platform or system involved, the license term, the Identity Model and Talent involved, and any applicable exclusivity or provenance considerations. No Third-Party AI Generation Use shall commence until the applicable fees and terms have been agreed in writing and the relevant Order Form or addendum has been fully executed by all Parties.

9.5 Price Changes. Sublimate reserves the right to change the Fees charged for the Sublimate Package at the end of your initial term or then-current renewal term. If Sublimate does change prices, Sublimate will provide notice of the change through, at Sublimate’s option, a pop-up on the Sites or by email to Customer at least thirty (45) days before the change is to take effect. All price changes will take effect as of the beginning of the renewal term. If you do not agree with a price change, you have the right to reject the change by terminating these Terms in accordance with the provisions herein or in any applicable Order Form.

9.6 Taxes. All amounts payable hereunder are exclusive of any sales, use, or other taxes or duties, however designated (collectively, “Taxes”). Customer will be solely responsible for payment of all Taxes, except for those taxes based on the income of Sublimate. Customer will not withhold any taxes from any amounts due to Sublimate.

9.7 Payment Method; Invoicing. Customer must provide Sublimate with a credit card or other valid payment instrument. Customer represents and warrants to Sublimate that such information is true and that Customer is authorized to use the payment instrument. Customer will promptly update its account information with any changes (for example, a change in its billing address or credit card expiration date) that may occur. Customer hereby authorizes Sublimate to bill the payment instrument in advance on a periodic basis in accordance with the terms of the applicable Sublimate Package until Customer terminates its account. Customer further agrees to pay any charges so incurred.If the Parties agree in writing in a Sublimate Order Form, Sublimate may bill for the selected Sublimate Package through an invoice, which may be invoiced monthly or annually, as agreed to by the Parties. Customer accepts that Sublimate may issue invoices electronically. Customer further acknowledges and accepts that it is responsible for the appropriate storage of the electronic invoices and for the fulfillment of all other legal requirements with respect to receiving electronic invoices.

9.8 Disputes. Any dispute regarding a charge or an invoice must be lodged with Sublimate in writing via email at hello@sublimateai.studio, with confirmation of receipt, within fifteen (15) days following the end of the payment instrument billing cycle. Once this period has expired, the charge or invoice will be deemed to have been accepted in full by Customer.

9.9 Late Payments; Chargebacks. Unpaid and undisputed invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. If Sublimate does not receive payment from Customer due to a charge being declined, charged back, or otherwise reversed, Customer’s account shall be deemed to be in default (“Default”) Upon Sublimate’s written notice to Customer (email is sufficient), Customer has ten (10) business days to cure the Default. If the Default remains uncured after ten (10) business days, Sublimate may, without liability immediately suspend Customer’s right to access or use any portion of all of the Services. Sublimate may, but is under no obligation to, defer any suspension or other remedies described above given active progress by Customer to rectify the issue.

9.10 Refunds. If Customer terminates the Services prior to the end of an applicable Subscription Term, Sublimate will issue a pro-rata refund of any prepaid subscription Fees, solely for full, unused calendar months remaining as of the effective termination date; no refunds will be issued for partial months. Refund requests must be submitted in writing to hello@sublimateai.studio within fourteen (14) days of the triggering event. Fees for (a) AI model training, once training has begun, and (b) Campaign activation, once access to an Identity Model has been granted for a Campaign, are non-refundable under all circumstances.

10. CERTAIN TERMS RELATING TO ONLINE STORE

10.1 Ordering Process. Our online store is operated through a third-party platform (Shopify, Inc.), which we use to facilitate order processing. All Products and promotions on the Site are merely an invitation for you to purchase; are not offers to sell; and are subject to our acceptance. After placing your order, you will receive online confirmation that your order has been received by Sublimate. This online confirmation of order receipt does not constitute acceptance of your order. We reserve the right to limit, cancel, or reject any order we receive based on Product availability, product recalls, noncompliance with these Terms, or any other reason as determined in our sole discretion. We will either not charge you or refund the charges for orders that we cancel or do not process.On occasion, we may require additional verifications or information before accepting an order, in which case we will contact you at the email address associated with the order.

10.2 Pre-Orders. Sublimate may offer the opportunity to pre-order Products before they have been manufactured. When you place a pre-order, your payment card will be authorized, but it will not be charged until the Product is shipped to you. Pre-order release dates are subject to change. In rare cases, pre-ordered Products may not become available for shipping. If this happens, we will notify you by email and cancel the item from your order.

10.3 Product Descriptions. While we attempt to describe our Products as accurately as possible, we do not warrant that product descriptions or any other content on the Site is accurate, current, complete, reliable, or error-free. If a Product we offer is not as described, your sole remedy is to return it in unused condition.

10.4 Pricing. All Products are listed in U.S. dollars and are exclusive of shipping costs and all applicable taxes, if any. By confirming your purchase at the end of the check-out process, you agree to pay Sublimate the amount set out as a total, which includes any applicable shipping & handling fees and an estimate of all applicable taxes (“Order Total”). The Order Total will be charged to your selected payment method by our third-party payment processors. While we strive to provide accurate pricing information regarding the Products available on the Site, we cannot guarantee there will never be pricing errors. We reserve the right, at our sole discretion, to not process or to cancel any orders placed for a Product whose price was incorrectly posted on the Site. If this occurs, we will notify you by email. Prices for our Products are subject to change without notice.

10.5 Availability. The purchase of Products on the Site is subject to item availability, which is not guaranteed.On occasion, a Product may be in stock when you place the order and sold out by the time we attempt to process the order. Should this happen, we will notify you by email and cancel the item from your order.

10.6 Personal Use. All orders of Products must be for your personal use only. By purchasing Products, you hereby agree not to resell or distribute such Products for any commercial purposes. We may, among other things, restrict orders placed by or under the same User or Customer account, the same payment card, and/or orders that use the same billing and/or shipping address.

10.7 Shipping. Your order will be shipped by one of Sublimate’s third-party carriers to the delivery address that you specify when placing your order. Sublimate will not be held responsible for any delivery delays which are beyond its control. If we are unable to deliver to your address (for instance because the delivery address is geographically remote), we will notify you and cancel or refund your order, as appropriate.

10.8 Customer Cancellation. We will do our best to accommodate requested changes. However, our ability to cancel or make changes once your order has begun to be processed may be limited.

10.9 Returns and Exchanges. Except as expressly provided below, all Products are final sale and not eligible for return, exchange, or refund, as Products are custom-made and personalized based on user-provided inputs and individualized AI-generated content. Notwithstanding the foregoing, returns, replacements, or refunds are available where a Product: (a) is materially defective; (b) is damaged during shipment; or (c) materially fails to conform to the applicable order parameters due to an error by Sublimate or Shopify (acting on our behalf) (each, a “Qualified Return”). For clarity, dissatisfaction with the appearance, style, or aesthetic qualities of AI-generated images or Products, where such Products otherwise conform to the order submitted, does not constitute a Qualified Return. Requests for a Qualified Return must be submitted within thirty (30) days of the date your payment card was charged. To make a return or exchange in connection with an online purchase, please follow the applicable return procedures provided through our online store. You may be required to provide certain order details, including your order number, the Product(s) you would like to exchange or return, and the reason for your request. Once your written request has been reviewed and approved, you will receive further instructions about returning the Product(s). Refunds (if applicable) will be processed after the returned Product(s) have been received and inspected. You will be refunded in full to your original form of payment, excluding any costs of delivery. You are responsible for any costs you may incur to return the Product(s) to us. If you received any promotional or other discount when you paid, any refund will only reflect the amount you actually paid. You may have additional rights or remedies under the consumer protection laws where you reside.

11 CONFIDENTIALITY

11.1 Proprietary Information. Each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed, or may disclose Proprietary Information relating to the Disclosing Party’s business. The Receiving Party agrees (i) to keep such Proprietary Information confidential; (ii) not to use or divulge to any third party (except as expressly authorized by these Terms or any applicable Order Form) any such Proprietary Information; and (iii) to limit access to the Disclosing Party’s Proprietary Information to those of its Representatives who are bound by confidentiality obligations at least as restrictive as those contained herein. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after seven (7) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally publicly known without breach of these Terms; (b) was in the possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Notwithstanding the foregoing, with respect to any Proprietary Information which qualifies as a trade secret, the obligations of confidentiality and non-use shall remain in place for so long as the applicable Proprietary Information retains its status as a trade secret under Applicable Law.

11.2 Mandated Disclosure. The Receiving Party may disclose Proprietary Information of the Disclosing Party without liability hereunder to comply with Applicable Law or in response to a valid order or requirement by a court or other governmental body, provided that the Receiving Party gives the Disclosing Party prior written notice of such disclosure in order to permit the Disclosing Party to seek an appropriate protective order. In the event the Receiving Party is legally obligated to disclose Proprietary Information of the Disclosing Party, the Receiving Party shall furnish only that portion of the Proprietary Information which the Receiving Party is advised by the Receiving Party’s counsel is legally required. To the extent permitted by Applicable Law, the Parties shall cooperate with each other to minimize the disclosure of the Proprietary Information consistent with the applicable order or law.

12. COMPLAINTS AND COPYRIGHT TAKEDOWN REQUESTS. If you believe your intellectual property is being violated via our Services, please submit a complaint and request for takedown of specific material to hello@sublimateai.studio. Be sure to provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the location on the Site and the material you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES. Please note that this procedure is exclusively for notifying Sublimate that your copyrighted material has been infringed. The preceding requirements are intended to comply with Sublimate’s rights and obligations under the Digital Millennium Copyright Act (DMCA), including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws. In accordance with the DMCA and other applicable law, Sublimate has adopted a policy of blocking, in appropriate circumstances, users who are deemed to be repeat infringers. Sublimate may also in its sole discretion limit access to the Site or any other portion of the Services for any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

13. INDEMNIFICATION

13.1 Indemnification by Sublimate. Sublimate will defend, indemnify and hold harmless Customer and its Representatives from and against any claim, demand, suit, or proceeding (“Claim”) brought by a third party arising out of or relating to (i) Sublimate’s gross negligence or wilful misconduct, or (ii) an allegation that the use of the Services as permitted hereunder infringes or misappropriates any intellectual property rights, including without limitation, patent, copyright, trademark, trade secret, or publicity rights.

13.2 Excluded Claims. Sublimate will have no liability or obligation with respect to any Claim to the extent such Claim is caused by: (i) Sublimate’s compliance with guidelines, plans or specifications provided by Customer; (ii) Customer’s use of the Services not in accordance with these Terms or as directed or approved in writing by Sublimate; (iii) modification of the Services by or on behalf of the Customer without Sublimates’ written consent; (iv) Customer Data, unless the Claim is caused by Sublimate’s or a Party acting on behalf of Sublimate’s use of the Customer Data in a manner not expressly permitted by these Terms or as directed or approved by Customer; (v) the combination, operation or use of the Services by the Customer with other applications, portions of applications, product(s) or services where the Services would not by itself be infringing; or (vi) acts or omissions by Customer (clauses (i) through (vi) ("Excluded Claims"). This section states Sublimate’s sole and exclusive liability and obligation, and Customer's exclusive remedy, for any claim of any nature related to infringement or misappropriation of intellectual property.

13.3 Customer Indemnification. Customer shall defend, indemnify, and hold harmless Sublimate and its Representatives from and against any third-party Claim arising out of or relating to: (i) Customer’s unauthorized submission or use of Biometric Identifiers or Model Training Data; (ii) any actual or alleged violation of rights of publicity or personality; (iii) Customer’s creation, use, distribution, or commercialization of Generated Assets, including any Campaigns or advertising activities; (iv) Customer Content, including any allegations that Customer Content infringes, misappropriates, or violates any third-party right; (v) Customer’s breach of Applicable Law; (vi) Customer’s breach of these Terms; (vii) Customer’s gross negligence or willful misconduct; and (viii) Excluded Claims.

13.4 Agency User Indemnification. In addition to the indemnification obligations set forth in Section 13.3, each Agency User shall defend, indemnify, and hold harmless Sublimate and its Representatives from and against any third-party Claim arising out of or relating to: (i) the Agency User’s lack of authority to act for or bind a purported client; (ii) the Agency User’s negligent, willful, or intentionally unlawful acts or omissions in connection with the Services; or (iii) the Agency User’s breach of these Terms. This indemnity is in addition to, and not in lieu of, any indemnification obligations owed by the Agency User’s client. Sublimate may seek recovery from the Agency User, the represented client (e.g., the applicable Brand User or Talent), or both, to the extent permitted by Applicable Law and consistent with their respective obligations under these Terms.

13.5 Indemnification Procedure. A Party seeking indemnification (the “Indemnified Party”) must (i) promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim; (ii) tender sole control of the defense and settlement of the Claim to the Indemnifying Party, provided that that Indemnifying Party may not settle any Claim without the Indemnified Party’s prior written consent if the settlement does not include a full and unconditional release of the Indemnified Party; and (iii) reasonably cooperate with the Indemnifying Party (at the Indemnifying Party’s expense) in the defense of the Claim. Failure to provide prompt notice will relieve the Indemnifying Party of its indemnification obligations only to the extent it is materially prejudiced by such failure.

13.6 Mitigation. If the use of Services by Customer has become, or in Sublimate’s opinion is likely to become, the subject of any claim of infringement, Sublimate may at its option and expense, and as Customer’s sole and exclusive remedy under Section 13.1 (i) procure for Customer the right to continue using and receiving the Services as set forth hereunder; (ii) replace or modify the Services to make it non-infringing (with comparable functionality); or (iii) if the options in clauses (i) or (ii) are not reasonably practicable, terminate the applicable Order Form and these Terms and provide a pro rata refund of any prepaid fees corresponding to the terminated portion of the applicable engagement period.

14. WARRANTIES; DISCLAIMERS

14.1 Mutual Warranties. Each Party hereby represents and warrants to the other as follows: (i) it has full power and authority to enter into and perform its obligations under these Terms, and these Terms constitute its legal, valid, and binding obligation, enforceable against it in accordance with their terms; and (ii) the execution, delivery, and performance of these Terms (a) do not and will not breach any agreement to which such Party is bound, (b) do not and will not violate any Applicable Law, and (c) are within such Party’s organizational powers and authorizations.

14.2 Customer Warranties. Customer warrants that (i) Customer has all rights, permissions, and authority necessary to submit Customer Data, including Biometric Identifiers and Model Training Data, and to grant Sublimate the rights set forth in these Terms; and (ii) Customer Data and Customer’s use of the Services (including generation and use of AI Output and Generated Assets) and Sublimate’s exercise of the rights granted by Customer under these Terms do not and will not violate any Applicable Law or infringe, misappropriate, or otherwise violate any third-party intellectual property, privacy, publicity, or other proprietary rights, and do not contain material that is defamatory, obscene, unlawful or otherwise offensive.

14.3 Disclaimers. THE SERVICES, INCLUDING WITHOUT LIMITATION ANY IDENTITY MODELS, AI OUTPUT, GENERATED ASSETS, SERVICES IP OR OTHER MATERIALS PROVIDED ON THE SITE OR OTHER SERVICES ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS. EXCEPT FOR ANY EXPRESS WARRANTIES OR INDEMNITY OBLIGATIONS SET FORTH IN THESE TERMS, SUBLIMATE MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGMENT, AVAILABILITY, ACCURACY, OR RELIABILITY. SUBLIMATE DOES NOT WARRANT THAT THE SERVICES, ANY AI OUTPUT, OR GENERATED ASSETS WILL BE ERROR-FREE, ACCURATE, OR SUITABLE FOR ANY PARTICULAR USE; THAT MODEL RESULTS OR CAMPAIGN OUTCOMES WILL MEET CUSTOMER’S EXPECTATIONS; OR THAT CONTENT DISPLAYED THROUGH THE SERVICES IS COMPLETE CURRENT, OR RELIABLE. ANY RELIANCE ON MATERIALS OR INFORMATION PROVIDED THROUGH THE SERVICES IS AT CUSTOMER’S SOLE RISK. SUBLIMATE IS NOT RESPONSIBLE FOR CUSTOMER DATA, THIRD-PARTY SERVICES THAT INTERACT WITH OR ARE ACCESSIBLE THROUGH THE SERVICES, OR THE CONDUCT OR ACTIONS OF ANY TALENT, BRAND USER, AGENCY USER, OR THIRD PARTY IN CONNECTION WITH THE SERVICES. SUBLIMATE IS NOT RESPONSIBLE FOR DELAYS, FAILURES, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, OR THIRD-PARTY SYSTEMS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH WARRANTIES ARE DISCLAIMED. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE SERVICES IS TO STOP USING THE SERVICES.

15. LIMITATIONS OF LIABILITY

15.1 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBLIMATE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF PROFITS, REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, OR REPUTATIONAL HARM, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SUBLIMATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.

15.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBLIMATE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, ANY AI OUTPUT OR GENERATED ASSETS, OR ANY PRODUCTS, WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY CUSTOMER TO SUBLIMATE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (II)) FIVE HUNDRED U.S. DOLLARS ($500).

16. DISPUTE RESOLUTION; ARBITRATION

16.1 Informal Dispute Resolution. Before initiating arbitration, the Parties will attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Services through good-faith negotiations. If the Parties cannot resolve the dispute within sixty (60) days, either Party may initiate arbitration as described below.

16.2 Arbitration. To the fullest extent permitted by Applicable Law, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, except that either Party may seek equitable relief as described in Section 16.4. Arbitration will take place in Austin, Texas before a single arbitrator. The arbitrator’s decision will be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

16.3 Class Action Waiver. Customer and Sublimate agree that each may bring claims only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. Unless both Parties agree otherwise in writing, the arbitrator may not consolidate more than one party’s claims and may not preside over any form of a class, collective, or representative proceeding.

16.4 Equitable Relief. Customer acknowledges that a breach of these Terms, including misuse of the Services, unauthorized submission or use of Biometric Identifiers or Model Training Data, infringement of intellectual property rights, or misuse of Customer Content or Model Training Data, may cause irreparable harm to Sublimate for which monetary damages would be inadequate. Accordingly, Sublimate may seek injunctive or other equitable relief in any court of competent jurisdiction in addition to any other remedies available.

16.5 Time Limit to Bring Claims. To the extent permitted by Applicable Law, any claim Customer brings against Sublimate arising out of or relating to these Terms or the Services must be filed within one (1) year after the claim arose, or it is permanently barred.

17. TERM; TERMINATION; SURVIVAL

17.1 Term. These Terms remain in effect for so long as Customer accesses or uses the Services and, in any event, for the duration of any applicable Subscription Term set forth in an Order Form (“Term”), unless earlier terminated in accordance with this Section 17.

17.2 Termination by Customer. Unless otherwise specified in an Order Form, Customer may terminate its account and stop using the Services at any time by following any account-closure instructions in the Services or by contacting Sublimate at hello@sublimateai.studio.

17.3 Termination for Cause. Either Party may terminate these Terms or any applicable Order Form upon thirty (30) days’ written notice if the other Party materially breaches these Terms and fails to cure the breach within that notice period. Material breaches include, without limitation: (i) violations of Applicable Law; (ii) non-payment of Fees; or (iii) submission or use of unauthorized Biometric Identifiers or Model Training Data. Either Party may terminate these Terms immediately upon written notice if the other Party (a) becomes insolvent, is placed into receivership, or commences bankruptcy proceedings; or (b) ceases or threatens to cease business operations.

17.4 Sublimate’s Additional Suspension or Termination Rights. Sublimate may immediately suspend or terminate Customer’s access to the Services if Sublimate determines or reasonably believes that Customer or any Authorized User: (i) submitted Biometric Identifiers without authorization; (ii) is violating rights of publicity, biometric privacy law, or other Applicable Law; (iii) attempted to bypass safety protections, access underlying model components, or otherwise interfere with Services integrity; (iv) poses a security, fraud, or safety risk to Sublimate or other Users; (v) infringed Sublimate’s or any third-party’s intellectual property rights. Sublimate may notify law enforcement or other relevant authorities where legally required or appropriate.

17.5 Effects of Termination or Suspension. Upon termination or suspension of the Services (i) Customer must pay all outstanding Fees through the effective termination date; (ii) except in cases of termination by Sublimate for cause, Sublimate will make Customer Content available for export for a reasonable period of time; (iii) Customer will no longer have access to the Services, including any Identity Models, Generated Assets stored in the account, or platform tools; (iv) Sublimate will not be liable for any loss of Customer Content, AI Output, or Generated Assets resulting from termination or suspension except as required by Applicable Law; and (v) each party must stop representing that it has any affiliation with the other and must stop using the other Party’s name, logos, or marks (to the extent permitted pursuant to Section 18.3)

17.6 Survival. Any provisions of these Terms that by their nature should survive termination will survive to the extent necessary to give full effect to their intended purpose.

18. MISCELLANEOUS

18.1 Links to Other Websites and Third-Party Content. Sublimate may provide links to third-party websites, services, and applications that are not operated or controlled by Sublimate. These Terms do not apply the practices of those third parties. The fact that we link to a website, service, or application is not an endorsement, authorization, or representation of our affiliation with that third party. Customers are responsible for reviewing the terms of use and privacy notices of any third-party service before using such service or providing any personal information to or through them.

18.2 Consent to Receive Communications in Electronic Form. Customer consents to receive all notices and communications relating to these Terms electronically, including by email sent to the address associated with Customer’s Admin Account. Electronic communications shall be deemed to satisfy any legal requirement that such communications be in writing, to the extent permitted by Applicable Law. Sublimate may also send operational or promotional messages to Customer. Customer may opt out of promotional messages at any time by following the instructions in the communication or contacting Sublimate at privacy@sublimate.studio. If Customer opts in to receive text messages, Customer represents that the provided telephone number is accurate and belongs to Customer. Standard message and data rates may apply. Customer may opt out at any time by replying STOP or contacting Sublimate.

18.3 Publicity. Except as otherwise provided in an Order Form, Sublimate will not refer to Customer in any advertisement or public announcement or otherwise without Customer’s express, prior written consent.

18.4 Assignment. Each Party may assign or transfer these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without the prior consent of the other Party. Except for such permitted assignments, Customer may not assign or delegate any rights or obligations under these Terms without Sublimate’s prior written consent, and any attempted assignment in violation of this Section 18.4 is void. Sublimate may assign or delegate these Terms, in whole or in part, without Customer’s consent. These Terms will bind and inure to the benefit of the Parties and their permitted successors and assigns.

18.5 Governing Law. These Terms and your use of the Services are governed by the federal and state laws of Delaware without regard to its conflict of law provisions.

18.6 Venue. Customer hereby consents to the exclusive jurisdiction and venue in any federal or state court of competent jurisdiction located in Austin, TX for the adjudication of any non-arbitrable disputes arising from or relating to the Services or these Terms.

18.7 Entire Agreement. These Terms, together with the Company Policies and any applicable Order Forms, represent the complete and exclusive understanding of the agreement between us and you regarding the Service and supersede any other prior or contemporaneous agreement, whether oral or written, and any other communications between us and you relating to the Services.

18.8 Notices. All notices permitted or required under these Terms must be sent in writing (i) if to you by us, then via email to any address you have provided, and (ii) if to us by you, then via email to hello@sublimateai.studio. Notices will be deemed given (a) if to you, when emailed, and (b) if to us, on receipt by us.

18.9 Severability. If any part of these Terms is held invalid or unenforceable, that portion of the Terms will be, to the maximum extent possible, construed consistent with applicable law. The remaining portions shall remain in full force and effect.

18.10 Force Majeure. No failure or omission by either Party in the performance of any obligation of these Terms will be deemed a breach of these Terms or create any liability if the same will arise from any cause or causes beyond the control of such Party, including, without limitation, the following: acts of god, storm, flood, or earthquake; any act, rule, regulation, order or requirement of any governmental authority or by any officer, department, agency or instrumentality thereof; fire; accident; war; rebellion; insurrection; riot; invasion; national emergency; pandemic; lack of or inability to obtain fuel or power; or other similar causes beyond the control of such Party provided that such Party provides notice to the other Party of such an event and such failure or omission resulting from one of the above causes is cured as soon as is practicable.

18.11 Relationship of the Parties. No agency, partnership, joint venture, or employment is created as a result of these Terms or the Services and Customer does not have any authority of any kind to bind Sublimate in any respect whatsoever.

18.12 No Third-Party Beneficiaries. Except as explicitly provided in these Terms, there are no third-party beneficiaries to these Terms. These Terms are for the benefit of Customer and Sublimate (and our respective successors and assigns).

18.13 Subcontractors. Sublimate may use subcontractors, provided Sublimate requires subcontractors to comply with applicable portions of these Terms and Applicable Law.

18.14 No Waiver. Any failure on the part of Sublimate to enforce any provision of these Terms will not be considered a waiver of its right to enforce such provision.

18.15 Headings; Interpretation. Section headings in these Terms are for convenience only and have no legal or contractual effect. Any ambiguity in these Terms shall not be construed against either Party as drafter.

18.16 Contact Us. If you have comments or questions or would like to report violations of these Terms, please contact us at hello@sublimateai.studio.