Nabi — Terms of Service

1. Introduction and Acceptance of These Terms

These Terms of Service ("Terms") form a legally binding agreement between you ("you," "your," or "User") and Nabi ("Nabi," "we," "us," or "our") and govern your access to and use of the Nabi websites, applications, application programming interfaces, and related services (collectively, the "Service").

1.1By accessing, browsing, creating an account on, uploading content to, clicking a button that indicates acceptance of, or otherwise using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these Terms and by all documents incorporated into them by reference, including our Privacy Policy and Acceptable Use Policy.

1.2In particular, and without limiting the foregoing, by clicking "Generate" (or any equivalent control) you affirmatively agree to these Terms, you confirm that you have the rights and consents described in these Terms with respect to any image or other content you submit, and you acknowledge that the outputs of the Service are artificially generated.

1.3If you do not agree to these Terms in their entirety, you must not access or use the Service. Your only recourse if you disagree with any provision is to discontinue use of the Service.

1.4If you are using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms, in which case "you" and "your" refer to that entity.

1.5We may require you to accept updated Terms in order to continue using the Service. Your continued use of the Service after any such update constitutes acceptance of the updated Terms, subject to the "Changes to These Terms" section below.

1.6These Terms contain provisions that limit our liability to you, allocate risk between you and us, and, where enforceable, require the resolution of disputes on an individual basis. Please read them carefully.

2. Definitions

The following capitalized terms have the meanings set out below wherever they appear in these Terms.

2.1"Account" means the credentialed profile you create or that is created for you to access certain features of the Service.

2.2"Content" means any data, text, images, photographs, prompts, style notes, feedback, and other materials, in any format, that are uploaded to, submitted to, generated by, or made available through the Service.

2.3"User Content" means Content that you upload, submit, or otherwise provide to the Service, including without limitation photographs of persons and images of products.

2.4"Output" or "Generated Content" means images, variations, and other materials created by the Service's artificial intelligence systems in response to User Content and instructions.

2.5"AI Systems" means the machine-learning models, pipelines, and third-party model providers used by the Service to produce Output.

2.6"Subscription" means any recurring paid plan that grants access to features, credits, or usage allowances.

2.7"Credits" means units of usage entitlement, whether granted for free or purchased, that may be consumed when you use certain features.

2.8"Third-Party Services" means products, services, models, websites, or content operated or provided by parties other than us.

2.9"Intellectual Property Rights" means all patent rights, copyrights, moral rights, trademark and trade-dress rights, trade-secret rights, database rights, and all other intellectual property rights, whether registered or unregistered, recognized in any jurisdiction.

2.10Words importing the singular include the plural and vice versa, and headings are for convenience only and do not affect interpretation.

3. Eligibility and Age Requirements

3.1You must be at least the age of majority in your jurisdiction of residence, or at least eighteen (18) years of age, whichever is greater, to create an Account or make purchases through the Service.

3.2The Service is not directed to children. We do not knowingly permit persons under the age of thirteen (13), or the minimum age required to consent to the processing of personal data in your jurisdiction, to use the Service.

3.3Where permitted by applicable law and by these Terms, a minor above the minimum age but below the age of majority may use non-paid features of the Service only with the verifiable consent and supervision of a parent or legal guardian who agrees to be bound by these Terms on the minor's behalf.

3.4You represent and warrant that you meet all eligibility requirements set out in these Terms. If we learn that we have collected personal data from a person who does not meet these requirements, we may suspend or terminate the relevant Account and delete the associated data.

3.5You further represent and warrant that you are not located in, and are not a national or resident of, any country or region subject to comprehensive sanctions or embargoes, and that you are not identified on any list of prohibited or restricted parties maintained by a competent governmental authority.

4. Accounts, Registration, and Security

4.1Certain features of the Service may require you to register for an Account. You agree to provide accurate, current, and complete information during registration and to keep that information up to date.

4.2You are responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account, whether or not authorized by you.

4.3You agree to notify us immediately of any unauthorized use of your Account or any other breach of security. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

4.4You may not share, sell, rent, lease, or transfer your Account or credentials to any other person, and you may not use another person's Account without permission.

4.5We reserve the right to reclaim or require you to change any username or identifier that we determine, in our sole discretion, is inappropriate, infringing, impersonating, or otherwise objectionable.

4.6We may, at our discretion, offer authentication through Third-Party Services. Your use of such authentication is subject to the terms of the relevant provider in addition to these Terms.

5. Description of the Service

The Service allows you to submit one or more photographs together with images of products and optional style instructions, and to receive artificially generated images that depict the selected product in the context of the submitted photograph.

5.1The Service is provided for personal, entertainment, creative, and self-expression purposes. It is a visualization and imagination tool and is not a representation that any depicted product, fit, size, color, or appearance is accurate or real.

5.2Output is generated by AI Systems and is inherently probabilistic. Results vary between generations and may contain inaccuracies, artifacts, distortions, or unexpected content. We do not guarantee that any particular Output will be produced, will be satisfactory, or will meet your expectations.

5.3The Service may include experimental, advanced, or "beta" modes, including three-dimensional posing tools and multi-step generation pipelines. Such features are provided on an "as available" basis and may change, break, or be removed at any time.

5.4We may impose limits on the number of generations, the size or format of uploads, the resolution of Output, concurrency, and other aspects of usage, and we may change these limits at any time.

5.5We continually develop and improve the Service. Features, models, and behaviors may change without notice, and Output produced at one time may not be reproducible at another.

6. License to Use the Service

6.1Subject to your compliance with these Terms, we grant you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your own personal and, where expressly permitted by your plan, internal purposes.

6.2This license does not include any right to (a) resell or make commercial use of the Service except as expressly permitted; (b) copy, reproduce, distribute, or create derivative works of the Service itself; (c) frame, mirror, or scrape any part of the Service; or (d) access the Service in order to build a competing product or to train, fine-tune, or benchmark a machine-learning model.

6.3All rights not expressly granted to you in these Terms are reserved by us and our licensors.

6.4We may make available application programming interfaces or developer tools; your use of any such interface is subject to any additional documentation, keys, or terms we provide, which are incorporated into these Terms.

7. User Content and Uploads

7.1You are solely responsible for all User Content that you submit to the Service and for the consequences of submitting it.

7.2By submitting User Content, you grant us and our service providers a worldwide, non-exclusive, royalty-free license to host, store, reproduce, modify, adapt, process, transmit, display, and use that User Content to operate, provide, secure, develop, and improve the Service (including for internal model training and algorithm optimization) and to produce Output at your direction, and as otherwise described in our Privacy Policy.

7.3You acknowledge and agree that we may retain and store uploaded images and other User Content and use such materials for our internal research, development, quality assurance, and artificial-intelligence model training or fine-tuning purposes.

7.4We do not claim ownership of your User Content. As between you and us, you retain whatever ownership or other rights you held in your User Content before submitting it, subject to the license granted above.

7.5You are responsible for keeping your own copies of any User Content and Output that are important to you. We are not a backup or archival service and may delete Content in accordance with our data-retention practices.

7.6We may, but are not obligated to, review, screen, filter, or moderate User Content and Output, and we may refuse, remove, or restrict any Content that we determine, in our sole discretion, violates these Terms or applicable law or that is otherwise objectionable.

7.7You acknowledge that automated safety systems and human reviewers may process Content to detect and prevent prohibited uses, to enforce these Terms, and to comply with law.

8. Rights and Consent to Photographs of People

Because the Service processes photographs that may depict identifiable individuals, the following representations are a material condition of your use of the Service. This is one of the most important sections of these Terms.

8.1You represent and warrant that, for every photograph or other image of a person that you submit, either (a) you are the person depicted, or (b) you have obtained all rights, licenses, permissions, releases, and consents necessary from each identifiable person depicted (or, for a minor, from that person's parent or legal guardian) to upload the image, to have it processed by the AI Systems, and to receive and use the resulting Output as contemplated by these Terms.

8.2You represent and warrant that your submission and our processing of such images does not and will not violate any person's rights of privacy, publicity, or personality, any data-protection law, any contract, or any other right of any third party.

8.3You must not upload images of any person who has not consented as described above, images obtained without authorization, or images that you are otherwise not permitted to use.

8.4You must not use the Service to create, and you must not use any Output to produce, content that depicts a real identifiable person in a false, misleading, defamatory, sexualized, or harmful manner, or that could reasonably deceive others into believing the depicted scenario is real when it is not.

8.5You acknowledge that facial and bodily features may constitute sensitive or special-category personal data in some jurisdictions and that additional consent and legal bases may be required; you are responsible for ensuring that all such requirements are met with respect to the images you submit.

8.6You agree to indemnify us in accordance with the "Indemnification" section for any claim arising from your breach of the representations in this section.

9. The Nature and Limitations of AI-Generated Content

9.1You understand and agree that all Output is artificially generated by AI Systems and is not a photograph of a real event, a real garment on a real person, or a factual representation of any product, fit, or appearance.

9.2Output may misrepresent colors, textures, proportions, logos, hardware, materials, sizes, and other attributes of any depicted product, and must not be relied upon as an accurate depiction of any real product.

9.3AI Systems can produce results that are inaccurate, biased, offensive, nonsensical, or unexpected, even when your instructions are lawful and appropriate. We do not endorse and are not responsible for the substance of any Output.

9.4You are responsible for reviewing Output before using or sharing it and for determining whether it is appropriate and accurate for your intended use.

9.5Where you share Output publicly, you agree to do so in a manner that does not misrepresent the Output as an unaltered photograph and, where appropriate or required by law or platform rules, to disclose that the image is AI-generated.

9.6We may apply visible or invisible labels, watermarks, provenance signals, or metadata to Output to indicate that it is AI-generated, and you agree not to remove, obscure, or falsify such signals.

10. Ownership of and License to Output

10.1As between you and us, and subject to your compliance with these Terms and payment of any applicable fees, we assign to you such rights as we may hold in the Output generated specifically for you, to the maximum extent permitted by applicable law.

10.2You acknowledge that the legal status of intellectual-property rights in AI-generated content is unsettled and varies by jurisdiction, and that Output may not be eligible for copyright or other protection. We make no representation or warranty that any Output is protectable or that your use of Output will not infringe the rights of any third party.

10.3Because Output is generated probabilistically, similar or identical Output may be generated for other users, and we retain the right to generate similar Output for others. You receive no exclusivity in any Output.

10.4You retain responsibility for your use of Output. Your license to use Output is conditioned on your continued compliance with these Terms; any use of Output in violation of these Terms is unlicensed.

10.5You grant us a non-exclusive, worldwide, royalty-free license to use, host, and display Output and associated User Content as necessary to provide the Service to you, to maintain safety and security, to comply with law, and, in de-identified or aggregated form, to analyze and improve the Service.

11. Acceptable Use Policy

You agree not to use the Service, and not to permit any person to use the Service, for any of the following purposes. This list is illustrative and not exhaustive.

11.1Uploading images of any person without the rights and consents required by these Terms, or uploading content that infringes any Intellectual Property Rights or other rights of any person.

11.2Creating, uploading, or distributing content that is unlawful, defamatory, harassing, abusive, threatening, hateful, or that incites violence or discrimination.

11.3Creating sexual or nude content, content that sexualizes any person, or any content depicting minors in a sexual or exploitative manner; such uses are strictly prohibited and may be reported to authorities.

11.4Creating content intended to deceive, defraud, impersonate, or mislead, including "deepfakes" presented as genuine, fabricated endorsements, or content designed to damage a person's or entity's reputation.

11.5Using the Service to create counterfeit goods, to facilitate the sale of counterfeit or infringing goods, or to misrepresent the origin, authenticity, or brand of any product.

11.6Attempting to reverse engineer, decompile, disassemble, or otherwise derive the source code, models, weights, or training data of the AI Systems, or to extract or reconstruct any model.

11.7Circumventing, disabling, or interfering with any security, rate-limiting, authentication, filtering, watermarking, or usage-metering features of the Service.

11.8Accessing the Service through automated means (bots, scrapers, crawlers) except as expressly authorized, or generating load that is excessive or disruptive.

11.9Using the Service to develop, train, evaluate, or improve any competing artificial-intelligence model or service.

11.10Uploading malware, engaging in any activity that disrupts or degrades the Service, or attempting to gain unauthorized access to any system or data.

11.11Reselling, sublicensing, or commercially exploiting the Service or Output except as expressly permitted by your plan and these Terms.

11.12Any use that violates applicable law, the rights of any third party, or the acceptable-use policies of any Third-Party Service relied upon by the Service.

12. Third-Party Brands, Trademarks, and Products

12.1The Service may allow you to submit or select images of products that bear third-party trademarks, trade dress, or brand identifiers. All such trademarks and brands are the property of their respective owners, and their appearance in or through the Service does not indicate any affiliation with, sponsorship by, or endorsement by those owners.

12.2We do not manufacture, sell, authenticate, or warrant any product depicted through the Service, and Output does not constitute an authorized reproduction of any branded product.

12.3You are solely responsible for ensuring that your submission of product images and your use of any resulting Output complies with all applicable trademark, copyright, unfair-competition, advertising, and consumer-protection laws, and with the terms of any platform on which you share Output.

12.4You must not use the Service or Output in any manner that suggests a real brand has endorsed, produced, or is associated with your Output, or that could confuse or deceive consumers as to the source, sponsorship, or authenticity of any product.

12.5We may, at our discretion and without obligation, restrict the use of certain brands, products, or categories within the Service, and we may remove Content that we believe presents a legal or reputational risk.

13. Our Intellectual Property

13.1The Service, including its software, design, user interface, text, graphics, logos, and the compilation and arrangement of its contents, is owned by us or our licensors and is protected by Intellectual Property Rights and other laws.

13.2The "Nabi" name, logo, and all related names, marks, and slogans are our trademarks. You may not use them without our prior written permission, and nothing in these Terms grants you any right to do so.

13.3Except for the limited license expressly granted to you, nothing in these Terms transfers to you any ownership of or rights in the Service or our Intellectual Property Rights.

13.4Any unauthorized use of our Intellectual Property Rights is a material breach of these Terms and may result in termination of your access and in legal action.

14. Feedback

14.1If you choose to provide us with suggestions, ideas, improvements, or other feedback regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, modify, and exploit that Feedback for any purpose without any obligation or compensation to you.

14.2Feedback is provided voluntarily, is not confidential, and does not create any obligation for us to use it. You represent that you have the right to provide the Feedback on these terms.

15. Privacy and Data Processing

15.1Our collection, use, and disclosure of personal data in connection with the Service are described in our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you acknowledge that Content will be processed as described there.

15.2To provide the Service, User Content may be transmitted to and processed by Third-Party Services, including AI model providers and cloud-infrastructure providers, which may process the Content on our behalf and subject to their own terms and safeguards.

15.3We and our service providers may store and process submitted Content and related metadata to operate the Service, prevent abuse, maintain security, enforce quotas, comply with law, and conduct internal research and artificial-intelligence model training or quality improvements, as further described in our Privacy Policy.

15.4You are responsible for ensuring that you have a lawful basis and all necessary consents for any personal data contained in the Content you submit, and for honoring the rights of the individuals depicted.

15.5We implement reasonable technical and organizational measures designed to protect Content, but no method of transmission or storage is completely secure, and we cannot guarantee absolute security.

16. Biometric and Sensitive Data Notice

16.1Photographs of faces and bodies may, in some jurisdictions, constitute biometric information or sensitive personal data subject to heightened legal requirements. You are responsible for understanding and complying with any such requirements applicable to the images you submit.

16.2Where required by law, you represent that you have provided any legally mandated notices and obtained any legally mandated consents from each depicted individual before submitting their image.

16.3We do not use facial data to identify individuals across sessions except as strictly necessary to operate the Service and as described in our Privacy Policy, and we do not sell biometric information.

16.4If you are subject to a law that grants you rights over your biometric or sensitive data, you may exercise those rights as described in our Privacy Policy or by contacting us at legal@flynabi.com.

17. Fees, Subscriptions, and Billing

17.1Certain features of the Service require payment of fees, whether on a one-time, credit-based, or recurring Subscription basis. Applicable prices, billing cycles, and included allowances are described at the point of purchase.

17.2By providing a payment method and completing a purchase, you authorize us and our payment processors to charge the applicable fees, together with any taxes and third-party charges, to that payment method.

17.3All fees are stated exclusive of taxes unless otherwise indicated, and you are responsible for all applicable taxes, duties, and governmental assessments associated with your purchases, excluding taxes based on our net income.

17.4We may change our prices and the composition of our plans at any time. For Subscriptions, price changes will apply to subsequent billing cycles and, where required by law, we will provide advance notice and an opportunity to cancel before the change takes effect.

17.5Payment processing is performed by Third-Party Services, and your use of those services is subject to their terms. We are not responsible for errors or acts of payment processors.

17.6If a charge is reversed, disputed, or fails, we may suspend or revoke your access to paid features and pursue amounts owed by any lawful means.

18. Free Tier, Credits, and Usage Allowances

18.1We may offer a free tier or promotional Credits that permit a limited amount of usage. Free and promotional allowances may be changed, limited, or discontinued at any time without notice.

18.2Credits have no cash value, are not transferable, are not redeemable for money except where required by law, and may expire in accordance with the terms disclosed when they are granted.

18.3We may impose daily, monthly, or aggregate limits on usage, including on the free tier, and may implement rate-limiting and anti-abuse measures. Attempting to circumvent these limits is a breach of these Terms.

18.4Consumption of Credits is measured by our systems, and our records of usage are, absent manifest error, conclusive.

19. Refunds and Cancellation

19.1Except where required by applicable law or expressly stated otherwise, fees are non-refundable and there are no refunds or credits for partially used periods, unused Credits, or Output you find unsatisfactory.

19.2You may cancel a Subscription at any time through your Account settings or as otherwise described in the Service. Cancellation stops future renewals but does not entitle you to a refund of amounts already charged, except as required by law.

19.3Where you have a statutory right of withdrawal or cancellation, that right applies as provided by the applicable law, and nothing in these Terms limits such non-waivable rights. You acknowledge that, where permitted, digital services and generated content may begin immediately upon your request, which may affect any statutory cooling-off period.

19.4We may, in our discretion, offer refunds, credits, or other remedies in individual cases; doing so does not obligate us to provide the same in other cases.

20. Automatic Renewal

20.1Subscriptions automatically renew at the end of each billing cycle at the then-current price unless you cancel before the renewal date. By purchasing a Subscription, you authorize recurring charges until you cancel.

20.2We will provide any notices of renewal and any cancellation mechanisms required by applicable law. It is your responsibility to cancel before a renewal if you do not wish to be charged.

20.3If we are unable to charge your payment method for a renewal, we may suspend or downgrade your access until payment is successfully processed.

21. Promotions, Referrals, and Rewards

21.1From time to time we may offer promotions, referral programs, or rewards subject to additional terms disclosed at the time of the offer, which are incorporated into these Terms for participants.

21.2We may modify or terminate any promotion or referral program at any time, and we may disqualify any participant who we believe has engaged in fraud, abuse, or a violation of the applicable terms.

21.3Rewards and referral benefits have no cash value except where required by law and may not be combined with other offers unless expressly permitted.

22. Shopping Links and Affiliate Relationships

22.1The Service may display links to third-party retailers or marketplaces where products similar to those depicted may be available for purchase. These links are provided for convenience only.

22.2We may participate in affiliate or referral arrangements and may earn a commission when you follow certain links and make a purchase. Such arrangements do not increase the price you pay and do not constitute an endorsement of any product or seller.

22.3Any purchase you make from a third-party retailer is solely between you and that retailer and is governed by that retailer's terms. We are not a party to, and are not responsible for, such transactions, including the authenticity, quality, pricing, delivery, or after-sales support of any product.

23. Third-Party Services and Content

23.1The Service relies on and may interoperate with Third-Party Services, including artificial-intelligence model providers, cloud-infrastructure providers, analytics providers, and payment processors.

23.2Your use of any Third-Party Service is at your own risk and may be subject to the separate terms and privacy practices of the relevant provider. We do not control and are not responsible for Third-Party Services.

23.3We may add, change, or remove Third-Party Services at any time, which may affect the availability or behavior of the Service, including the models used to generate Output.

23.4Any interaction between you and a third party found on or through the Service, including any dealings, is solely between you and that third party.

24. Availability, Modifications, and Discontinuation

24.1We strive to keep the Service available but do not guarantee that it will be uninterrupted, timely, secure, or error-free. The Service may be unavailable from time to time due to maintenance, upgrades, failures, or factors beyond our control.

24.2We may modify, suspend, or discontinue all or any part of the Service, temporarily or permanently, with or without notice, and we will not be liable to you or any third party for doing so.

24.3We may establish general practices and limits concerning use of the Service and may change them at any time. We have no responsibility to store or maintain any Content and may delete Content in accordance with our practices.

25. Beta, Experimental, and Preview Features

25.1We may offer features identified as alpha, beta, preview, experimental, or similar ("Beta Features"). Beta Features are provided for evaluation, may be incomplete or unstable, and may change or be withdrawn at any time.

25.2Beta Features are provided "as is" and "as available," without any warranty, and may be subject to additional terms. Your use of Beta Features is at your own risk.

25.3We may collect additional usage information about Beta Features to evaluate and improve them, as described in our Privacy Policy.

26. Disclaimers of Warranties

26.1TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, INCLUDING ALL CONTENT AND OUTPUT, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND.

26.2WE, OUR AFFILIATES, AND OUR LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, AND NON-INFRINGEMENT.

26.3WE MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT OUTPUT WILL BE ACCURATE, RELIABLE, OR APPROPRIATE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF HARMFUL COMPONENTS.

26.4NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

26.5SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT CASE, SUCH WARRANTIES ARE LIMITED TO THE MINIMUM SCOPE AND DURATION PERMITTED BY LAW.

27. Limitation of Liability

27.1TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR LICENSORS AND SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS.

27.2THE FOREGOING APPLIES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

27.3TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO US FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED (100) UNITS OF THE APPLICABLE LOCAL CURRENCY.

27.4THESE LIMITATIONS ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND US, AND THE SERVICE WOULD NOT BE PROVIDED WITHOUT THEM.

27.5SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. NOTHING IN THESE TERMS LIMITS LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING LIABILITY FOR FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.

28. Indemnification

28.1You agree to defend, indemnify, and hold harmless us, our affiliates, and our respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) your User Content; (b) your use or misuse of the Service or Output; (c) your violation of these Terms; (d) your violation of any rights of another person or entity, including any person depicted in your User Content; or (e) your violation of any applicable law.

28.2We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to cooperate with our defense of that claim.

28.3You may not settle any claim subject to indemnification in a manner that imposes any obligation or admission on us without our prior written consent.

29. Suspension and Termination

29.1We may suspend, restrict, or terminate your access to all or part of the Service at any time, with or without notice, if we believe you have violated these Terms, if required by law, if necessary to protect the Service or other users, or for any other reason in our discretion.

29.2You may stop using the Service at any time and may terminate your Account as described in the Service or by contacting us.

29.3Upon termination, your licenses under these Terms will cease, and we may delete your Content, subject to any retention required for legal, security, or legitimate business purposes.

29.4Provisions that by their nature should survive termination will survive, including provisions concerning ownership, licenses granted to us, disclaimers, limitations of liability, indemnification, and dispute resolution.

30. Dispute Resolution and Binding Arbitration

Please read this section carefully. Depending on your jurisdiction and applicable law, it may affect how disputes between you and us are resolved and may limit your ability to bring claims in court or to participate in a class action. Nothing in this section deprives you of any right that cannot be waived under the mandatory law applicable to you.

30.1Informal Resolution. Before initiating any formal proceeding, you agree to first contact us at legal@flynabi.com and attempt in good faith to resolve the dispute informally for a period of at least sixty (60) days after notice.

30.2Agreement to Arbitrate. To the extent permitted by applicable law, you and we agree that any dispute, claim, or controversy arising out of or relating to the Service or these Terms that is not resolved informally will be resolved by final and binding arbitration administered under the rules of a recognized arbitral institution, rather than in court, except that either party may bring an individual claim in a small-claims court of competent jurisdiction.

30.3Class-Action Waiver. To the extent permitted by applicable law, you and we agree that each may bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class, collective, or representative proceeding.

30.4Exceptions. Nothing in this section prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction to protect its Intellectual Property Rights or confidential information.

30.5Jurisdiction-Specific Limits. If you are a consumer resident in a jurisdiction whose law prohibits the arbitration or class-action provisions above, those provisions do not apply to you to the extent prohibited, and you retain all mandatory rights afforded by that law, including the right to bring proceedings in your local courts.

30.6Severability of this Section. If any part of this dispute-resolution section is found unenforceable, that part will be severed and the remainder will continue to apply, except that if the class-action waiver is found unenforceable as to a particular claim, that claim will proceed in court rather than in arbitration.

31. Governing Law and Venue

31.1These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the Republic of Korea, without regard to its conflict-of-laws principles, except to the extent that mandatory consumer-protection or other laws of your place of residence provide otherwise.

31.2Subject to the "Dispute Resolution and Binding Arbitration" section, the courts located in the Republic of Korea will have jurisdiction over any dispute not subject to arbitration, and you consent to the personal jurisdiction of and venue in such courts, without prejudice to any mandatory right you may have to bring proceedings in your place of residence.

31.3The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

32. Changes to These Terms

32.1We may update these Terms from time to time to reflect changes in the Service, our practices, or applicable law. When we make material changes, we will take reasonable steps to notify you, such as by posting the updated Terms with a new effective date or by other means within the Service.

32.2Changes are effective when posted unless otherwise stated. Your continued use of the Service after changes become effective constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Service.

32.3Where required by applicable law, we will obtain your consent to material changes or provide you with additional notice and rights.

33. Notices and Electronic Communications

33.1You consent to receive communications from us electronically, including by email, by messages within the Service, or by posting notices on the Service, and you agree that all such communications satisfy any legal requirement that communications be in writing.

33.2We may send you notices at the email address or other contact information associated with your Account. It is your responsibility to keep your contact information current.

33.3You may send notices to us at legal@flynabi.com. Notices are deemed given when sent, subject to confirmation of delivery where required by law.

34. Copyright Complaints

34.1We respect the Intellectual Property Rights of others and expect users to do the same. If you believe that Content available through the Service infringes your copyright, you may notify us at legal@flynabi.com.

34.2Your notice should include sufficient information to identify the allegedly infringing Content and the copyrighted work claimed to be infringed, your contact information, a statement of your good-faith belief that the use is not authorized, and a statement, made under penalty of perjury where applicable, that the information in your notice is accurate and that you are authorized to act on behalf of the rights holder.

34.3We may remove or disable access to Content alleged to be infringing and may, in appropriate circumstances, terminate the Accounts of repeat infringers.

35. Export Controls and Sanctions

35.1You agree to comply with all applicable export-control and economic-sanctions laws and regulations. You represent that you are not located in, and will not use the Service in or for the benefit of, any embargoed or sanctioned country, region, or party.

35.2You must not use the Service for any purpose prohibited by applicable export-control or sanctions laws, and you must not export, re-export, or transfer any part of the Service in violation of such laws.

36. Force Majeure

36.1We will not be liable for any failure or delay in performance resulting from causes beyond our reasonable control, including acts of God, natural disasters, epidemics or pandemics, war, terrorism, civil unrest, labor disputes, governmental actions, failures of Third-Party Services or infrastructure, power or network failures, or other events of force majeure.

37. Assignment

37.1You may not assign or transfer these Terms, or any rights or obligations under them, without our prior written consent, and any attempted assignment in violation of this provision is void.

37.2We may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, reorganization, or sale of assets. These Terms bind and inure to the benefit of the parties and their permitted successors and assigns.

38. Region-Specific Provisions

The following provisions supplement these Terms for users in the specified regions and prevail over any conflicting provision to the extent applicable to you. This section is provided as a starting point and must be tailored with local counsel.

38.1European Economic Area, United Kingdom, and Switzerland. Nothing in these Terms excludes or limits rights you have as a consumer that cannot be excluded or limited under applicable law. Our processing of personal data is described in our Privacy Policy in accordance with the General Data Protection Regulation and equivalent laws, and you retain your statutory rights, including rights of access, rectification, erasure, and objection, and any applicable right of withdrawal.

38.2California and Other U.S. States. Certain state laws grant residents rights regarding their personal information, including rights to know, delete, correct, and opt out of certain processing. These rights and how to exercise them are described in our Privacy Policy. Under California Civil Code section 1789.3, users may report complaints to the relevant state consumer-protection division.

38.3Republic of Korea. We process personal data in accordance with the Personal Information Protection Act and related laws, and you retain your statutory rights thereunder. Where the Service is directed to Korean consumers, mandatory provisions of Korean consumer-protection law, including the Act on the Consumer Protection in Electronic Commerce, apply and prevail over any conflicting provision of these Terms.

38.4Other Jurisdictions. If you use the Service from a jurisdiction with mandatory consumer-protection, data-protection, or other laws that grant you non-waivable rights, those rights apply to you notwithstanding any conflicting provision of these Terms.

39. Miscellaneous

39.1Entire Agreement. These Terms, together with the Privacy Policy and any additional terms expressly incorporated by reference, constitute the entire agreement between you and us regarding the Service and supersede all prior or contemporaneous understandings.

39.2Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.

39.3No Waiver. Our failure to enforce any right or provision of these Terms will not be deemed a waiver of that right or provision, and any waiver must be in writing to be effective.

39.4No Third-Party Beneficiaries. Except as expressly provided, these Terms do not confer any rights on any third party.

39.5Relationship of the Parties. These Terms do not create any partnership, joint venture, employment, or agency relationship between you and us.

39.6Interpretation. The words "including" and "include" mean "including without limitation." Section headings are for convenience only.

39.7Language. These Terms may be provided in multiple languages; in the event of a conflict, the version designated by us as controlling will prevail, except where applicable law requires that the version in your local language govern.

40. Contact Us

If you have questions about these Terms or the Service, please contact us using the details below.

40.1Nabi

40.2Website: flynabi.com

40.3Email: legal@flynabi.com