Terms and Conditions

Appendix A: General Terms and Conditions for Claibe as Software-as-a-Service (SaaS)

These General Terms form part of the agreement between Claibe ApS, Kastanievej 15, 1876 Frederiksberg C, Denmark, CVR (company reg. no.): 45872289, ("Claibe") and the customer ("Customer") as stated on the order form above (the "Order Form") (hereinafter collectively referred to as the "Parties" and individually as a "Party") regarding the delivery of the SaaS solution Claibe (the "Agreement").

The Agreement consists of the Order Form together with the terms and conditions set out in this Appendix A (General Terms and Conditions), Appendix B (Product Description), which is available at any time at www.claibe.com, and Appendix C (Data Processing Agreement).

1. Definitions

In addition to the definitions set out in the introduction to and elsewhere in these General Terms, defined terms shall have the meanings set out below:

"Subscription Start" means the start date stated on the Order Form.

"Subscription Period" means the subscription period stated on the Order Form.

"User Data" means any data entered into the Platform by the Customer or the Users associated with the Customer.

"Users" means any natural person granted access to the Platform by the Customer.

"Documentation" means any user guide, manual and other documentation that Claibe may from time to time provide regarding the Platform, including Appendix B.

"Improvements" means updates, upgrades, modifications, developments, new features or other improvements related to the Platform.

"Confidential Information" means any non-public information that a Party provides to the other Party under this Agreement and which is either clearly marked as confidential or which must reasonably be regarded as confidential based on the nature of the information or the circumstances of its disclosure. Confidential Information includes User Data, information about a Party's technology, software, websites, prices, customers or other business, technical or financial information, as well as any non-public information regarding the Platform and the Documentation.

"General Terms" means these General Terms and Conditions, which Claibe is entitled to amend at any time.

"IP Rights" means any intellectual property right, including but not limited to copyrights, including software and database rights, design rights, inventions, patent rights, rights protected under the Danish Marketing Practices Act, trademarks, domain names and know-how.

"Support" means the consultancy assistance offered by Claibe, including introduction to the Platform's features as well as other support and consultancy services that Claibe and the Customer may agree upon on the Order Form or by separate agreement.

2. Background and Purpose

2.1 Claibe has developed a digital platform (the "Platform") that enables the generation, editing and adaptation of visual material using artificial intelligence. The Platform is made available for business and commercial use and gives the Customer access to produce, adapt and optimize images and other visual elements for commercial purposes (the "Purpose").

2.2 The Customer wishes to use the Platform to create and edit visual material and to access the features and tools that the Platform makes available at any time for such purposes.

2.3 The Parties therefore wish to enter into the Agreement, which sets out the detailed terms and conditions for the Customer's access to and use of the Platform.

3. License to the Platform

3.1 Subject to the Customer's compliance with the terms and conditions of the Agreement, including payment obligations, Claibe grants the Customer a non-exclusive, non-sublicensable and non-transferable right to access and use the Platform (the "License"). The Customer may therefore not sublicense or pass on access to the Platform (including to affiliated group companies) without Claibe's written consent. The Customer may only use the Platform for the Purpose and in accordance with these General Terms and the Documentation provided.

3.2 The Customer must not, and must ensure that the Customer's Users do not, directly or indirectly:

a) sell, lease, license, sublicense or otherwise make the Platform available, in whole or in part, to any third party;

b) attempt to gain unauthorized access to the Platform or any part thereof, or otherwise gain unlawful access to, disrupt or impair the Platform;

c) use manual or automated means to crawl, data-mine, scrape, frame or mirror the Platform, or to gain access to the Platform's source code, or otherwise breach, circumvent, copy, decompile, reverse engineer, disassemble or decode the security, integrity or availability of any systems, networks, software or resources;

d) use the Platform as described in section 7.2 to develop a competing product or service, or perform security or penetration testing or benchmark analyses of the Platform;

e) upload, transmit or otherwise introduce viruses, malware, harmful code or other harmful materials into the Platform, or otherwise disrupt or attempt to disrupt the operation of the Platform;

f) use the Platform for any unlawful purpose or in any unlawful manner;

g) provide any false or misleading information or information that the Customer is not entitled to provide;

h) use the Platform in a manner that conflicts with third parties' terms in force from time to time as described in section 7.2; or

i) otherwise breach Claibe's published rules, policies or guidelines in force from time to time.

3.3 The Customer must not use the Platform or the content generated through it in a manner that conflicts with Regulation (EU) 2024/1689 of the European Parliament and of the Council on artificial intelligence (the "AI Act") or other legislation. The intended purpose of the Platform is solely to be used for generating and editing images, cf. the Purpose. The Platform is not intended for, and not suitable for, use as a high-risk AI system within the meaning of the AI Act. The Platform must not be used for any of the purposes or applications listed in Annex III of the AI Act, or as part of a product subject to EU harmonization legislation as listed in Annex I of the AI Act.

3.4 The Customer must not use the Platform to generate, publish or distribute artificially created audio, image or video material in breach of the rules of the Danish Copyright Act on digital imitations and deepfakes. The Customer is furthermore responsible for ensuring that all such material is correctly labelled and is used and distributed lawfully.

3.5 The Customer's Users must not be under 18 years of age.

3.6 The Customer must not use the Platform or generated output for clinical purposes, as a substitute for professional medical advice, or in contexts requiring approval from health authorities or any other regulatory body.

4. Access to the Platform

4.1 The Platform is delivered as an online software-as-a-service (SaaS) operated by Claibe and accessible via a web application.

4.2 The Customer is aware of and accepts that the Platform is under continuous development and that this may result in both planned and unplanned downtime. Claibe will seek to minimize both planned and unplanned downtime. However, the Customer acknowledges that the Platform is not business-critical and accepts that downtime, whether planned or unplanned, does not entitle the Customer to compensation, credit or any other form of remedy.

5. Scope of the License

5.1 The License includes, as a minimum, access to the Platform with the features described in the Order Form and Appendix B.

5.2 The License does not include any hardware, software or other components that are not part of the Platform.

5.3 Claibe provides Support to the Customer if and to the extent this has been ordered via the Order Form and/or in a separate statement of work signed by both Parties. Except for the material made available by Claibe in connection with the Customer's access to the Platform, or as expressly stated on the Order Form, any assistance with the Platform, including onboarding and/or upskilling of Users, shall be regarded as Support provided by Claibe, for which Claibe is entitled to charge separately, unless otherwise directly stated on the Order Form.

5.4 The Customer accepts that the Agreement relates to the Platform as it exists today and not with a view to any desired or expected Improvements. Improvements are developed and released at Claibe's sole discretion, and Claibe is only obliged to deliver or obtain Improvements that are necessary to keep the Platform in an operational state.

5.5 The Customer is aware that features based on generative artificial intelligence, including output generated via the Platform, are built on new and experimental technology. Output may be inaccurate, offensive or unsuitable for legal, regulatory, medical or other binding purposes. The Customer acknowledges that output may be identical or similar for several users, and that Claibe does not guarantee the uniqueness, accuracy or suitability of generated content.

6. The Customer's Obligations and Users

6.1 The Customer must follow all reasonable instructions and recommendations from Claibe regarding the use of the Platform, including Claibe's published rules, policies or guidelines. The Customer must cover any costs that Claibe may incur as a result of the Customer's failure to comply with this.

6.2 The Customer is allocated a number of personal user accesses for Users on the Platform, cf. the Order Form, and the Customer is responsible for administering these user accesses. The Customer is obliged to ensure that access to the Platform takes place in accordance with section 3.2 and that each User uses their own individual login credentials.

6.3 The Customer is responsible for any act or omission by the Users. The Customer must prevent any unauthorized access to or use of the Platform. The Customer must immediately notify Claibe if the Customer suspects unauthorized use of the Platform.

7. Third-Party Software and Services

7.1 Claibe is free to use subcontractors in relation to the development, operation and maintenance of the Platform and other services related to the Platform. Claibe is liable to the Customer for the use of any such subcontractor as if Claibe had performed the work itself.

7.2 The Platform may contain components supplied by third parties, including open source software, which are subject to separate license terms. The applicable third-party terms will be provided by Claibe upon request. The Customer acknowledges and accepts that use of the Platform involves the use of such third-party solutions.

7.3 The Customer is responsible for complying with the third-party terms in force from time to time, and any breach thereof shall be regarded as a material breach of this Agreement.

7.4 Claibe is not liable for output, errors or defects that can be attributed directly to third-party suppliers, unless otherwise required by mandatory law.

7.5 Claibe reserves the right to change the underlying technology, provided that the functionality is replaced by an equivalent solution.

8. User Data

8.1 Claibe is obliged to use reasonable security measures to protect User Data in Claibe's possession against unauthorized use or disclosure.

8.2 Claibe is entitled to anonymize User Data for the purpose of analyzing data to improve its offerings and for other legitimate purposes, provided that Claibe does not disclose such data to third parties. Claibe uses the prompts and input that the Customer enters into the Platform for internal purposes such as statistics, analysis and product development. Such data is processed exclusively on an anonymized or aggregated basis and is not used to train the underlying models.

8.3 When using features based on AI/ML technology, the Customer may configure data storage and processing to specific geographic regions, to the extent supported by the Platform. Claibe will thereafter ensure that processing takes place in accordance with such configurations.

8.4 Claibe reserves the right to monitor misuse of the Platform. In case of suspected misuse, or if the Customer breaches the License restrictions set out in section 3.2, Claibe may review the Customer's input (prompts) in order to assess whether a breach has taken place. This is done solely for the purpose of preventing misuse and in accordance with applicable data protection rules.

8.5 Upon termination of the Agreement, for whatever reason, Claibe undertakes to give the Customer access to the Platform for a period of 14 days so that all User Data can be migrated. During this period, Claibe will not delete User Data or otherwise restrict access to User Data, unless the Customer's access has been suspended, cf. section 10 below. However, during this period the Customer may not create new Claibe profiles or otherwise actively use the Platform.

9. Term and Termination

9.1 The Agreement enters into force on the Subscription Start. Renewal and termination follow from the Order Form, unless the Agreement is terminated in accordance with section 9.2 below.

9.2 In the event of the other Party's material breach, the non-breaching Party is entitled to terminate the Agreement for cause with immediate effect, provided that the breaching Party has not remedied the breach within 10 calendar days of written notice to do so. Termination for cause is effected by written notice to the breaching Party. Furthermore, Claibe may terminate the Agreement immediately by written notice to the Customer if the Customer: i) files, or has filed against it, a petition for restructuring proceedings, bankruptcy proceedings or any other similar process under legislation on insolvency or creditor protection; ii) uses the Platform for unlawful purposes or in an unlawful manner; or iii) breaches the provisions on intellectual property rights in this Agreement, cf. section 12, or otherwise infringes Claibe's IP Rights to the Platform. Termination of the Agreement due to the Customer's material breach does not affect Claibe's claim for damages or right to invoke other remedies for breach under applicable law.

9.3 Termination of the Agreement, for whatever reason, shall not affect obligations already in existence, including the Customer's obligation to pay all amounts due under the Agreement. Upon termination of the Agreement, the Customer's right to access and use the Platform ceases without further notice, cf. however section 8.5 above.

10. Suspension

10.1 Claibe may immediately suspend the Customer's access to the Platform if: i) the Customer breaches the License restrictions set out in section 3.2; ii) the Customer fails to pay an amount due; and/or iii) Claibe assesses that suspension is necessary to avoid potential damage to Claibe's, the Customer's or a third party's property, systems or information. Claibe shall as soon as possible inform the Customer of the suspension and the reason for it, and restore the Customer's access to the Platform as soon as the cause of the suspension has been satisfactorily addressed.

11. Prices and Payment

11.1 All applicable prices are stated on the Order Form. All prices are in Danish Kroner (DKK). All prices are exclusive of VAT and any taxes and duties.

11.2 Claibe invoices the Customer in advance of the Subscription Period and each Renewal Period, and the Customer must pay all invoiced amounts within 30 days from the invoice date.

11.3 In case of late payment, Claibe is entitled to charge interest in accordance with the provisions of the Danish Interest Act.

12. Intellectual Property Rights

12.1 All IP Rights to the Platform as well as all Improvements and any Documentation belong to Claibe. Claibe transfers no rights to the Platform, Improvements or Documentation beyond what is expressly stated in this Agreement and the License granted.

12.2 Claibe is responsible for ensuring that the Platform does not infringe third-party IP Rights. In the event that the Platform should infringe – or potentially infringe – third-party IP Rights, Claibe is entitled, at its own discretion, to seek to limit the damage by modifying the Platform so that it does not infringe third-party IP Rights, obtaining the necessary licenses for the Customer so that the Customer can continue using the Platform without infringing third-party IP Rights, or terminating the Agreement with immediate effect and refunding the Customer pro rata for the unused part of the Subscription Period or Renewal Period. This is the Customer's sole remedy in the event of infringements of third-party IP Rights. The Customer cannot raise any other claims, including claims for damages, against Claibe in this respect.

12.3 Claibe is not liable for third-party claims arising as a result of: i) the Customer's misuse or modification of the Platform; ii) the Customer's acknowledgment of an alleged infringement without Claibe's prior written consent; iii) the Customer's use of the Platform in combination with components not supplied by Claibe; or iv) the content of User Data.

12.4 The Customer must immediately inform Claibe if the Customer becomes aware of actual or threatened infringements of Claibe's IP Rights, cf. section 12.1 above, and/or of threatened or actual infringements of third-party IP Rights. Claibe alone is entitled to enforce the rights mentioned in section 12.1 and to pursue any infringements against third parties. However, the Customer must, to a reasonable extent, cooperate with and assist Claibe in this connection.

12.5 Claibe reserves the right to suspend or terminate access to the Platform in the event of repeated infringements of third-party rights, including use of the Platform in breach of applicable law.

13. Confidentiality Obligation

13.1 Confidential Information that the Parties receive about each other in connection with this Agreement must, for a period of 5 years after termination of the Agreement, be treated as confidential and may not, without the consent of the disclosing Party, be used in any manner other than as contemplated by the Agreement or be disclosed to third parties, unless the information in question: i) is or becomes publicly available and this is not due to disclosure of the information in breach of the Agreement; ii) is demonstrably received by a Party from a third party who is lawfully in possession thereof and may dispose of the information; iii) is contemplated by the Agreement as being permitted or required to be disclosed to third parties, or must be disclosed in order to fulfil the Party's obligations under applicable legislation and other regulations to which the Party in question is subject, or in compliance with a specific court order to that effect; or iv) is disclosed to the Party's auditor, legal adviser or others who, by law or agreement, are obliged or undertake to observe equivalent confidentiality.

13.2 The Parties may, however, disclose Confidential Information to employees, consultants, subcontractors and others assisting the Parties, provided that these assume a confidentiality obligation equivalent to that to which the Parties are subject under this Agreement, which each of the Parties is responsible for ensuring prior to any such disclosure of Confidential Information.

14. Liability

14.1 Claibe shall ensure that the Platform in all material respects includes access to the features described in Appendix B. This does not apply to any non-conformity caused by the Customer's misuse or modification of the Platform, the Customer's own equipment, networks and systems, or problems caused by third-party systems.

14.2 Unless otherwise stated in the Agreement, the Parties are liable in damages to each other in accordance with the general rules of Danish law. It is clarified in this connection that Claibe is not liable for the following matters:

a) errors or defects caused by hardware, software or other components not supplied by Claibe;

b) errors or defects caused by the Customer's or its Users' failure to comply with Claibe's instructions and recommendations, including applicable third-party terms;

c) the Customer's failure to implement an Improvement;

d) errors or defects caused by third parties not acting on behalf of Claibe and for which Claibe has not assumed responsibility; or

e) the Customer's failure to fulfil its obligations under this Agreement, including as set out in section 6.

14.3 Unless expressly stated otherwise in this Agreement, Claibe delivers the Platform as it exists today, cf. also section 5.4. Claibe does not guarantee that the Platform will be free of downtime or errors, cf. section 4.2.

14.4 In no event shall either Party be liable for loss of business, consequential damages or indirect losses. Notwithstanding this limitation of liability, the Customer shall, however, be fully liable for any infringements of Claibe's IP Rights, cf. section 12.

14.5 Regardless of the type of loss or basis of liability, Claibe's total liability for matters covered by the Agreement is limited to an amount equivalent to what the Customer has paid under the Agreement in the 6 months preceding the occurrence of the act giving rise to liability.

14.6 Claibe is not liable for product damage unless it is proven that the damage is due to errors or negligence committed by Claibe or others legally acting on Claibe's behalf. Claibe specifically disclaims any other form of product liability on any other basis.

15. General

15.1 The Agreement constitutes the entire agreement between the Parties and supersedes any prior agreements, oral or written, between the Parties regarding the Platform. Addenda may be made to this Agreement by direct reference hereto. In the event of a conflict between the terms of the Agreement, specific deviations expressly stated on the Order Form or in subsequently concluded addenda will take precedence over these General Terms.

15.2 Claibe may at any time amend these General Terms, the Documentation including Appendix B (Product Description) and Appendix C (the Data Processing Agreement). Claibe will notify the Customer directly of all material changes with reasonable notice (but never less than 30 calendar days). If such changes have material adverse effects for the Customer, the Customer will have 30 calendar days from the notification date to raise a written objection to Claibe. The Customer's objection must be well-founded. Such an objection entitles the Customer to terminate the Agreement with effect from the date the material changes take effect. The absence of objections from the Customer is deemed acceptance of the change.

15.3 The Customer is not entitled to assign, in whole or in part, rights or obligations under the Agreement to any third party without Claibe's prior written consent.

15.4 The Customer must give written notice to Claibe no later than 30 days after a change of ownership has taken place that is not an internal restructuring. This includes, for example, a share purchase, merger or other corporate transaction resulting in a change of control over the Customer.

15.5 Except for any payment obligation, a Party is not liable in damages for failure to fulfil its obligations if the Party can demonstrate that this was due to a force majeure impediment beyond the Party's control, and that the Party could not reasonably have been expected to have taken the impediment into account at the time of conclusion of the Agreement or subsequently, or to have avoided or overcome it or its consequences. Force majeure includes, among other things, war, civil war, insurrection, public restrictions, government orders, import or export bans or other public interventions, natural disasters, vandalism, theft, failure of energy supply, breakdown of communication lines, confiscation of funds, industrial disputes, lockouts and strikes, disease outbreaks, epidemics, pandemics or any other similar extraordinary event beyond the Party's reasonable control. The Party's obligations are suspended until such time as the Party in question is again able to fulfil its obligations.

15.6 If one or more of the provisions of this Agreement are declared invalid or otherwise cannot be upheld as a result of mandatory legislation or subsequent changes in legislation or requirements imposed by authorities, the Parties agree that the Agreement shall not be regarded as invalid or terminated in its entirety, and the Parties likewise agree to make such amendments to the Agreement as may be necessary or appropriate and which, as far as possible, do not alter the legal relationship between the Parties as expressed in the Agreement.

16. Disputes

16.1 The Agreement is governed by Danish law. All disputes and disagreements that may directly or indirectly arise from this Agreement or its interpretation shall be settled by the district court of Claibe's home venue as the court of first instance.

Appendix B: Product Description

This appendix contains a general and non-exhaustive description of the Claibe AI platform. Detailed terms regarding functionality, use, limitations and rights are set out in the Agreement and the General Terms.

1. Product Description for Claibe AI

1.1 Claibe AI is a specialized SaaS platform for AI-based generation, editing and optimization of visual content in professional environments. The platform is developed for commercial use in companies and teams that need efficient production of visual material combined with control, quality and consistency in the visual expression.

2. Subscription Types and Configuration

2.1 Claibe AI is offered as a subscription-based platform with different product tiers targeting different use scenarios and organizational needs.

2.2 The subscription types may be differentiated by, among other things, number of users, image volumes (credits), access to specific AI tools and workflows, and support and service offerings. The specific scope is set out in the relevant order confirmation.

2.3 Use of Claibe AI takes place via a credit-based consumption system. Allocation, use and any validity of credits are set out in the relevant subscription agreement and/or order confirmation.

3. Technical Architecture and Orchestration

3.1 The core of Claibe is a model-agnostic engine that enables the use and combination of different AI models depending on the nature of the task and quality requirements. The platform is designed to continuously integrate and prioritize relevant models, including models with European availability, where technically, commercially and legally appropriate. The platform prioritizes models with European availability to ensure optimal performance and compliance with applicable standards.

4. Functionality and Use

4.1 Claibe AI provides a range of integrated AI tools that support the entire process from creative development to finished visual material. The platform can be used for editing as well as combining and generating images. Depending on the chosen configuration, the system provides access to a range of curated workflows, including:

• Upscaling and pixel restore as well as vectorization
• Packshots and mockup integration
• Lighting and background removal
• Product in environment and material visualization
• Photo to sketch and architectural rendering
• Character consistency and product consistency
• Image extension and graphic translation
• Systems for versioning and management of approval workflows
• Export of high-quality files for commercial use

4.2 The availability of individual features and workflows may vary depending on subscription type, technical capacity, model availability and ongoing product development.

4.3 To ensure stable operation, technical limitations may occur, including with regard to file size, resolution, response times, concurrent runs, model availability and access to specific features.

4.4 This product description provides a general picture of what Claibe AI can do – but the platform is continuously evolving, and there may be differences between what you read here and what is specifically stated in your order confirmation. If there is a difference, the order confirmation prevails.

5. Terms for Generation and Rights

5.1 All content generated via Claibe AI is based on stochastic (probability-based) processes, which is why identical inputs may result in different outputs and/or visual expressions. Generated output is intended for business use.

5.2 The Customer retains ownership of its own instructions and its own source material used in the Platform.

5.3 Claibe AI contains mechanisms that seek to prevent the generation of content that is unlawful or infringes third-party rights, without, however, providing any guarantee to that effect. The Customer is responsible for making a final assessment and quality assurance of the material before use, publication or distribution, including in accordance with applicable terms and relevant legislation.

5.4 Use of Claibe AI is otherwise subject to the General Terms in force from time to time.