TERMS OF USE

AGREEMENT TO OUR LEGAL TERMS

We are Proxima Pictures ("Company," "we," "us," "our"), a private organization registered in the European Union.

We operate the website https://www.proxima.art/ (the "Site") and related AI image, video, studio, account, credit, subscription, and community services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

You can contact us by email at sales@proximai.art.

These Legal Terms constitute a legally binding agreement between you, whether personally or on behalf of an entity ("you"), and Proxima Pictures concerning your access to and use of the Services. By creating an account, purchasing credits or a subscription, or using the Services, you confirm that you have read, understood, and agree to these Legal Terms.

If you do not agree with these Legal Terms, you must not use the Services. If you use the Services as a consumer in the European Union, including Germany, nothing in these Legal Terms limits any mandatory consumer protection rights that cannot be excluded by contract.

We may update these Legal Terms when this is necessary, for example because we change the Services, add paid features, comply with law, improve security, or clarify existing provisions. We will notify registered users of material changes in a reasonable manner before they become effective. If a material change negatively affects an ongoing paid subscription, you may cancel that subscription before the change takes effect. Continued use after the effective date means acceptance of the updated terms.

The Services are intended for users who are at least 13 years of age. Users under 18 may use the Services only with the consent and supervision of a parent or legal guardian. If you are a minor, your parent or guardian must review and accept these Legal Terms before you use the Services or make any purchase.

We recommend that you save or print a copy of these Legal Terms for your records.

1. OUR SERVICES

The Services allow users to create, edit, upscale, organize, and publish AI-generated or user-provided visual content. Generated results depend on prompts, uploaded images, selected models, third-party infrastructure, moderation rules, and technical availability. We do not guarantee that any specific prompt, image, model, style, likeness, or output will be accepted, generated, unique, legally protectable, or commercially suitable.

The Services are not intended for use in medical, legal, financial, employment, credit, insurance, law enforcement, biometric identification, or other high-risk decision-making contexts. You must not use the Services in a way that creates legal or similarly significant effects for a person, or in any context where an error, hallucination, or unavailable service could cause material harm.

Access to certain models, tools, credits, subscriptions, or features may depend on your plan, age, location, legal restrictions, safety settings, payment status, and technical capacity. We may refuse, delay, moderate, or remove content where necessary to comply with law, protect users, prevent abuse, or enforce these Legal Terms.

2. INTELLECTUAL PROPERTY RIGHTS

Our intellectual property

We own or license the intellectual property rights in the Services, including software, user interface, website design, databases, text, graphics, model configuration, workflows, documentation, trademarks, service marks, and logos (collectively, the "Company Content" and "Marks").

Company Content and Marks are protected by copyright, trademark, database, unfair competition, and other intellectual property laws and treaties. Except as expressly allowed by these Legal Terms, you must not copy, reproduce, distribute, sell, license, reverse engineer, scrape, or commercially exploit Company Content or Marks without our prior written permission.

Your use of our Services

Subject to your compliance with these Legal Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for personal or lawful business purposes through the interfaces we provide.

You may not use our Services, Company Content, or Marks in a way that suggests endorsement, partnership, or affiliation with us unless we have agreed to this in writing.

Your submissions and contributions

You may provide prompts, images, videos, files, feedback, comments, profile information, or other materials to or through the Services ("User Content"). You remain responsible for User Content and must have all rights, permissions, and consents necessary to provide it and to use any resulting output.

By providing User Content, you grant us a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, display, and modify the User Content only as reasonably necessary to operate, secure, moderate, support, and improve the Services, to comply with law, and to enforce these Legal Terms. Where we provide opt-out settings for model training or product improvement, we will honor those settings from the time they are applied, subject to technical and legal limitations.

If you publish User Content publicly through the Services, you also grant us a non-exclusive, worldwide, royalty-free license to display, distribute, and promote that public content within or in connection with the Services, including in galleries, feeds, previews, and promotional materials, unless you remove the content or make it private where the Service allows this.

We do not claim ownership of your private prompts, uploads, or generated outputs merely because you use the Services. Licenses granted to us survive only as long as necessary for the purposes described above, except for backups, legal compliance, dispute resolution, security, and content already shared or sublicensed before removal.

Feedback, ideas, and suggestions about the Services may be used by us without payment or restriction, provided this does not include your confidential information or personal data beyond what is permitted by our Privacy Policy.

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) the information you provide is accurate and current; (2) you have legal capacity or required consent to enter into these Legal Terms; (3) you will comply with applicable law, including EU, German, copyright, privacy, consumer, youth protection, and platform rules where applicable; (4) you will not use automated or non-human access except through interfaces or APIs expressly permitted by us; (5) your User Content does not infringe third-party rights or violate these Legal Terms; and (6) you will not use the Services for illegal, harmful, misleading, or abusive purposes.

If information you provide is untrue, inaccurate, incomplete, or unlawful, or if your use creates legal, security, payment, or safety risks, we may restrict, suspend, or terminate your account in accordance with these Legal Terms and applicable law.

4. USER REGISTRATION

You may be required to register to use certain Services. You agree to keep your login credentials confidential and to notify us promptly at sales@proximai.art if you suspect unauthorized access to your account.

You further agree to the following regarding your account:

• One Account Per User: You may only possess one account unless we expressly allow otherwise. Creating multiple accounts to abuse free credits, promotions, referrals, moderation, or payment features is prohibited.
• Account Security: You are responsible for activities under your account to the extent permitted by law. This does not apply where the activity was caused by our breach of duty, a security incident attributable to us, or another circumstance for which you are not legally responsible.
• Accuracy of Information: You agree to provide and maintain accurate, current, and complete account and billing information where required.
• No Transfer of Account: Your account is personal to you. You may not transfer, sell, gift, or assign your account, purchased credits, or subscription benefits without our prior written consent, except where mandatory law gives you a non-waivable right to do so.

5. PURCHASES, PAYMENT, SUBSCRIPTIONS, AND CREDITS

We offer paid Services, including credit packs and subscription plans ("Paid Services"). Prices, taxes, included credits, renewal terms, model availability, and any technical limitations are shown before purchase. For consumers in the EU, prices displayed at checkout include applicable taxes where required by law.

a. Contract Formation: A paid contract is formed when you complete checkout through the payment flow and we confirm access to the Paid Services. You are responsible for checking the selected plan, price, billing period, and payment details before submitting the order.

b. Free Credits: We may provide free credits ("Free Credits") daily or through promotions. Free Credits are voluntary, non-transferable, have no cash value, do not accumulate unless stated otherwise, and may expire at the end of the relevant day or promotion period.

c. Purchased Credits and Inactivity: Credits purchased through credit packs or received as part of a paid subscription ("Purchased Credits") may be used only within the Services. If no longer expiry period is stated at checkout or in the applicable plan, Purchased Credits and subscription credits expire and are forfeited if your account is inactive for a continuous period of thirty (30) days. "Inactive" means that you have not logged into your account and have not used the Services to generate, edit, upscale, or otherwise process content during that period. This expiry rule is part of the credit service terms and applies only to the extent permitted by applicable consumer law and only where it has been disclosed before purchase.

d. Subscription Credits: Credits included in a subscription are refreshed for each paid billing cycle. Unless the selected plan expressly states otherwise, unused subscription credits may roll over into the next billing cycle if your account has been active during the previous thirty (30) days. If your account has been inactive for a continuous period of more than thirty (30) days, unused subscription credits do not roll over and may expire as described above. This rule is part of the subscription credit service terms and applies only to the extent permitted by applicable consumer law and only where it has been disclosed before purchase.

e. Subscriptions: Subscription plans renew automatically for the billing period selected at checkout unless cancelled before renewal. You can cancel through your account settings where available or by contacting us at sales@proximai.art. Cancellation takes effect at the end of the current paid billing period and does not remove access already paid for. For consumers in Germany and the EU, mandatory rules on renewal terms, cancellation buttons, notice periods, and cancellation confirmations apply and prevail over any conflicting wording in these Legal Terms.

f. Right of Withdrawal for EU Consumers: If you are a consumer in the European Union, you generally have a statutory right to withdraw from a distance contract within fourteen (14) days. For digital content or digital services that are supplied immediately, you may lose this right of withdrawal after you have expressly consented to immediate performance and acknowledged that you lose the right of withdrawal once performance begins, to the extent permitted by applicable law. If we do not obtain the legally required consent and acknowledgement, your statutory withdrawal rights remain unaffected.

g. Refunds: Refunds are handled in accordance with applicable law. We may refuse refunds for credits or digital services already consumed after lawful immediate performance has begun, but we will not limit statutory consumer rights, warranty rights, chargeback rights, or rights arising from our failure to provide the Paid Services as agreed.

h. Pricing and Availability: We may change prices, plans, models, credit costs, and available features for future purchases. Changes do not affect a paid billing period already purchased unless the change is legally required, benefits you, or you agree to it.

6. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than lawful creative, personal, or business use made available by us.

As a user of the Services, you agree not to:

• Systematically retrieve data, scrape the Services, or compile databases without our written permission.
• Circumvent, disable, overload, reverse engineer, or interfere with security, moderation, rate limits, payment, credit, or access-control features.
• Use the Services to generate, upload, or transmit content that is illegal, defamatory, fraudulent, abusive, harassing, hateful, discriminatory, sexually exploitative, invasive of privacy, or otherwise unlawful.
• Use the Services to create, request, upload, or distribute child sexual abuse material, sexualized content involving minors, or content that exploits or harms children.
• Use the Services to create malware, phishing, credential theft, evasion tools, or instructions for cyber abuse.
• Use the Services to impersonate another person, create misleading deepfakes, violate publicity or personality rights, or process biometric or sensitive personal data without a lawful basis and required consent.
• Use the Services to generate content for automated decision-making that creates legal or similarly significant effects for a person.
• Upload personal data, confidential information, copyrighted material, trademarks, or third-party likenesses unless you have the rights and legal basis to do so.
• Use the Services in a way that violates applicable EU, German, sanctions, export-control, youth protection, intellectual property, privacy, consumer, or platform laws.

7. CONTENT GENERATED BY THE SERVICES

a. Your Content: You may provide input to be processed by the Services ("Input") and receive output generated by the Services ("Output"). Input and Output are collectively "Content." You are responsible for your Content and for checking whether your use of Output is lawful, accurate, non-infringing, and appropriate for your intended purpose.

b. Rights in Output: To the extent we have any transferable rights in Output generated for you, and subject to your compliance with these Legal Terms and payment obligations, we assign or license those rights to you for lawful use, including commercial use. Because AI-generated content may not be unique or may not qualify for copyright protection in every jurisdiction, we do not guarantee exclusivity, copyrightability, trademark availability, or freedom from third-party claims.

c. Similarity of Output: AI systems may generate similar or identical Output for different users, especially where prompts, models, seeds, styles, or reference materials are similar. You do not obtain exclusive rights to an idea, style, prompt, model behavior, or general visual concept.

d. AI Transparency: Where required by law or platform rules, you are responsible for disclosing that content was generated or materially modified by AI, especially where content could mislead people about real persons, events, or facts.

e. Moderation and Failed Generations: Content may be blocked, rejected, delayed, or removed by automated or manual moderation, third-party model providers, payment rules, or technical failures. Credits may be handled according to the Service rules shown in the interface and applicable law.

8. SERVICES MANAGEMENT AND MODERATION

We may monitor, moderate, restrict, remove, or disable access to content or accounts where reasonably necessary to operate the Services, enforce these Legal Terms, comply with law, protect users or third parties, prevent fraud or abuse, or respond to legal requests.

If we restrict content or an account because of suspected illegality or breach of these Legal Terms, we will provide information about the reason where required by law and where doing so would not create security, legal, or safety risks. You may contact us at sales@proximai.art to ask for review of a moderation decision.

9. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy. Our Privacy Policy explains what personal data we process, why we process it, how long we keep it, and what rights you may have under the General Data Protection Regulation (GDPR) and other applicable laws.

By using the Services, you acknowledge that your personal data will be processed as described in the Privacy Policy. If there is a conflict between these Legal Terms and the Privacy Policy regarding personal data, the Privacy Policy controls for that data processing issue.

10. TERM AND TERMINATION

These Legal Terms remain in effect while you use the Services. You may stop using the Services at any time and may request account deletion where available and subject to legal, security, payment, and accounting retention requirements.

We may suspend or terminate access if you materially breach these Legal Terms, fail to pay, create legal or security risks, abuse the Services, violate third-party rights, or if we are required to do so by law. Where reasonable and legally possible, we will give notice and an opportunity to remedy before termination. Immediate suspension may be used for serious risks, unlawful content, fraud, payment abuse, security threats, or harm to minors or third parties.

Termination does not affect rights and obligations that by their nature should survive, including payment obligations, intellectual property provisions, liability rules, dispute provisions, and legal compliance obligations.

11. MODIFICATIONS AND INTERRUPTIONS

We may modify, improve, suspend, replace, or discontinue parts of the Services, including models, tools, pricing, credit costs, queues, or infrastructure. We will try to avoid unreasonable disruption to paid Services and will provide notice where required by law or where a material change negatively affects an ongoing paid subscription.

The Services may be unavailable because of maintenance, model provider outages, capacity limits, security incidents, network issues, force majeure, or other technical reasons. We are not liable for interruptions beyond our reasonable control, but mandatory consumer rights and rights for paid Services that are not provided as agreed remain unaffected.

12. GOVERNING LAW AND VENUE

These Legal Terms are governed by the laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), unless another law is mandatorily applicable.

If you are a consumer habitually resident in the European Union, you also benefit from the mandatory consumer protection laws of your country of residence. Nothing in these Legal Terms deprives you of those mandatory protections. Courts with jurisdiction under applicable consumer law remain available to you.

If you use the Services as a business user, the competent courts at our registered place of business shall have jurisdiction to the extent permitted by law.

13. DISCLAIMER

The Services are provided on an as-is and as-available basis to the extent permitted by law. AI output may be inaccurate, offensive, incomplete, non-unique, infringing, or unsuitable for your intended use. You must review output before relying on it or publishing it.

For consumers in the EU, statutory warranty rights for digital content and digital services remain unaffected. Nothing in these Legal Terms excludes liability or remedies that cannot be excluded under applicable law.

14. LIMITATIONS OF LIABILITY

We are liable without limitation for intent, gross negligence, injury to life, body, or health, guarantees expressly given by us, fraudulent concealment of defects, claims under product liability law, and any other liability that cannot be limited by law.

For slight negligence, we are liable only for breach of essential contractual obligations whose fulfilment makes proper performance of the contract possible and on whose compliance you may regularly rely. In that case, liability is limited to typical, foreseeable damage. This limitation does not apply where mandatory law provides otherwise.

To the extent permitted by law, we are not liable for indirect damage, lost profit, lost revenue, reputational damage, loss of business opportunity, or loss of data caused by circumstances outside our reasonable control. The above limitations also apply to our directors, employees, agents, contractors, and service providers.

15. INDEMNIFICATION

If you use the Services as a business user, you agree to indemnify and hold us harmless from third-party claims, damages, liabilities, costs, and reasonable legal fees arising from your unlawful User Content, breach of these Legal Terms, infringement of third-party rights, or misuse of the Services.

If you use the Services as a consumer, this indemnity applies only to the extent the claim was caused by your intentional or negligent breach of these Legal Terms or applicable law.

16. USER DATA

We maintain certain data for account management, generation history, payment processing, service operation, security, abuse prevention, legal compliance, and support. Details are described in the Privacy Policy.

You are responsible for keeping copies of important prompts, uploads, and outputs. We may delete, anonymize, or restrict data where permitted or required by law, where your account is deleted, where content violates these Legal Terms, or where storage is no longer necessary for the Services.

17. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, creating an account, clicking buttons, completing checkout, and sending us emails constitute electronic communications. You consent to receive service-related communications electronically, including account, payment, security, legal, moderation, and support notices.

Where a law requires written form, electronic communications satisfy that requirement to the extent permitted by law. This does not limit any mandatory right to receive information on a durable medium where applicable.

18. CONSUMER DISPUTE INFORMATION

If you are a consumer and have a complaint, please contact us first at sales@proximai.art so we can try to resolve it directly.

We are not obliged or willing to participate in consumer arbitration proceedings before a consumer dispute resolution body unless mandatory law requires otherwise.

19. MISCELLANEOUS

These Legal Terms, together with the Privacy Policy and any rules shown in the Service interface at the time of purchase or use, form the agreement between you and us for the Services.

If any provision is invalid or unenforceable, the remaining provisions remain effective. Invalid provisions will be replaced by applicable statutory rules or by a valid provision that comes closest to the economic and legal purpose of the invalid provision, to the extent permitted by law.

Our failure to enforce a provision is not a waiver. You may not assign your rights or obligations without our consent, except where mandatory law allows this. We may assign or transfer our rights and obligations in connection with a merger, reorganization, sale of assets, or similar transaction, provided your mandatory rights are not reduced.

20. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us by email at sales@proximai.art or write a private message to Instagram: @proxima_pictures.